Common use of Assets and Properties Clause in Contracts

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) The Company has (i) good and marketable title to all of its Subsidiaries have good title toassets and properties (whether real, personal or mixed, or a valid leasehold interest in tangible or valid right intangible) which it purports to use, own (including all material assets and properties and assets used by them, located on their premises or shown recorded on the consolidated balance sheet of the Company and its Subsidiaries as of August 27December 31, 2005 or acquired after the date thereof2010 Balance Sheet, free and clear of all Liens (other than properties and assets inventories disposed of in the ordinary course of business consistent with past practices since August 27December 31, 20052010) and (ii) valid leasehold interests in all of its assets and properties which it purports to lease, except for Liens disclosed on such consolidated balance sheetin each case (with respect to both clause (i) and (ii) above), free and except for clear of any Liens, other than Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the The Company Disclosure Schedule sets forth the address does not own and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor has never owned any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinreal property. (c) Section 4.24(cSchedule 6.9(c) contains a true, complete and correct list of (i) all real estate leased, subleased or occupied by the Company Disclosure Schedule sets forth pursuant to a Lease (the "Leased Premises"), indicating the ownership, street address and use of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: Leased Premises (i) as and prior uses to the Company extent known to Parent) and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) all Leases to which the transaction contemplated by this Agreement does not require Company is a party (including all subleases and other Leases through which the consent of or notice to Company has granted any other party to such Lease, will not result interest in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the CompanyLeased Premises, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor , to any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationsPerson). (d) For purposes The Company (and no other Person) is in actual occupancy of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's all Leased Premises leased by it and the Company enjoys peaceful and undisturbed possession thereof. There are no restrictions imposed by any Lease or other similar Liens arising Contract or incurred by Law which preclude or restrict the ability to use the Leased Premises for the purposes for which they are currently being used. (e) All existing water, sewer, steam, gas, electricity, telephone and other utilities and services required for the use, occupancy, operation and maintenance of the Leased Premises are adequate for the conduct of the Business as it is being conducted as of the date hereof and as it will be conducted through the Closing Date. (f) All of the material tangible Assets are adequately maintained and are in good operating condition and repair and free from any material defects (including latent defects and adverse physical conditions), reasonable wear and tear excepted, and are suitable for the uses for which they are being used. (g) The inventories (other than inventory for which a reserve has been provided) included in the Final Closing Statement are of such quality as to meet the quality control standards of the Company and any applicable governmental quality control standard and are usable in the ordinary course of business for in amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such propertiesconsistent with past practice, and (iiib) liens pursuant to the inventories included in the Final Closing Statement that certain loan agreement with The CIT Group/Business Credit, Inc.are finished goods are saleable in the ordinary course of business.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest Except as set forth in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet Section 3.15 of the Company Disclosure Letter, and except for the Excluded Company Real Property, (i) either the Company or a Subsidiary of the Company has good and valid title, and as of the Effective Time, PropCo will have good and valid title, subject to Permitted Liens and any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest, and as of the Effective Time, PropCo will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Company or any of its Subsidiaries as uses or occupies or has the right to use or occupy any real property (including real property at which operations of August 27the Company or any of its Subsidiaries are conducted) (such property, 2005 or acquired after the date thereof“Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens (other than properties any Permitted Liens and assets disposed any Lien affecting solely the interest of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheetlandlord thereunder. Each Company Real Property Lease is, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as after giving effect to the Company and its Subsidiaries, such Lease is legalDistribution will be, valid, binding, enforceable binding and in full force and effect in all material respects; (ii) effect, subject to the transaction contemplated limitation of such enforcement by this Agreement does not require the consent Remedies Exceptions. No uncured default of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect nature on identical terms following the Closing; (iii) none part of the CompanyCompany or, if applicable, its Subsidiaries, Subsidiary or, to the knowledge of the Company, the landlord or sublandlord thereunder (as applicable), exists under any other party to the Lease is in material breach or material default under such Lease Company Real Property Lease, and no eventevent has occurred or circumstance exists which, with the giving of notice, the passage of time or giving of notice time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.15(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Lease; (iv) Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to such Lease is not an affiliate purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company or any Owned Real Property by the Company in the operation of its Subsidiaries; (v) neither business thereon. Neither the Company nor any of its Subsidiaries has subleasedis currently subleasing, licensed licensing or otherwise granted granting any Person person the contractual right to use or occupy such a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or any portion thereof; Company Leased Real Property in the operation of the business conducted thereon as currently conducted. (vic) neither Section 3.15(c) of the Company nor any Disclosure Letter contains a list of each Vessel and such list includes all Vessels used by the Company and its Subsidiaries in the conduct of the Company’s and its Subsidiaries’ business. The Company or a Subsidiary of the Company owns and has collaterally assigned or granted good and merchantable title to the Vessels, subject to any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are would not due and payable and which would notreasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect material adverse effect on the operations or business of the Company and its Subsidiaries, taken as a whole, (i) each Vessel is currently documented with and has a current and valid certificate of inspection issued by, the United States Coast Guard or other applicable Governmental Entity, (ii) each Vessel is owned by, and on the Closing Date will be owned by, a citizen of the United States, pursuant to 46 U.S.C. §50501, as amended, and such citizen is eligible to own and operate the Vessel in the coastwise trade of the United States, (iii) the Vessels are in sufficient condition and repair and are adequate for the use, occupancy and operation of the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such propertiesSubsidiaries, and (iiiiv) liens pursuant to that certain loan agreement with The CIT Group/Business Creditthe knowledge of the Company, Inc.the improvements situated on the Vessels are free from structural defects and violations of Laws applicable thereto.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27January 31, 2005 2007 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27January 31, 20052007, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a3.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's ’s and its Subsidiaries' ’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) in all material respects for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither Neither the Company nor any of its Subsidiaries has leased or otherwise granted to owns any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinProperty. (c) Section 4.24(c3.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete and accurate copy of each such Lease. Neither Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does Transactions do not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, ornor, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no neither the Company nor any of its Subsidiaries is aware of any event, which has occurred which, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) to the knowledge of the Company, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not be redeposited in full; (v) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (vvi) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vivii) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viiviii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, none of the Leases contain contains any material capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "“Permitted Liens" ” shall mean (i) statutory landlord's’s, mechanic's’s, carrier's’s, workmen's’s, repairmen's ’s or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereonreasonably be expected to be material, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and properties or (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.granted under the Credit Agreement.

Assets and Properties. To Seller’s knowledge: (a) The Schedule 4.13(a) includes a description of all real property and mining claims held by the Company or Rock Creek, including all (i) patented mining claims and its Subsidiaries have good title to, or a valid leasehold interest other fee interests in or valid right to use, all material properties and assets used real property held by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as forming part of August 27the Hollister Mine (collectively, 2005 or acquired after the date thereof“Hollister Fee Properties”), free patented mining claims and clear other fee interests in real property held by the Company and forming part of all Liens the ▇▇▇▇▇▇▇▇▇ Mine (other than properties collectively, the “▇▇▇▇▇▇▇▇▇ Fee Properties”) and assets disposed fee interests in real property held by Rock Creek (collectively, the “Rock Creek Fee Properties” and, together with the Hollister Fee Properties and the ▇▇▇▇▇▇▇▇▇ Fee Properties, collectively, the “Fee Properties”), (ii) unpatented mining claims held by the Company and forming part of the Hollister Mine (collectively, the “Hollister Unpatented Claims”) and unpatented mining claims held by the Company and forming part of the ▇▇▇▇▇▇▇▇▇ Mine (collectively, the “▇▇▇▇▇▇▇▇▇ Unpatented Claims” and together with the Hollister Unpatented Claims, collectively, the “Unpatented Claims”) and (iii) leasehold interests in real property, including fee interests and patented and unpatented mining claims, held by the ordinary course Company and forming part of business since August 27the Hollister Mine (collectively, 2005the “Hollister Leasehold Interests”) and leasehold interests in real property, except for Liens disclosed on such consolidated balance sheetincluding fee interests and patented and unpatented mining claims, held by the Company and except for Permitted Liensforming part of the ▇▇▇▇▇▇▇▇▇ Mine (collectively, the “▇▇▇▇▇▇▇▇▇ Leasehold Interests” and together with the Hollister Leasehold Interests, collectively, the “Leasehold Interests”). The Company Fee Properties, the Unpatented Claims and its Subsidiaries ownthe Leasehold Interests are referred to collectively in this Agreement as the “Properties”. Rock Creek does not hold any patented mining claims, have a valid unpatented mining claims or leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth interests in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conductedreal property. (b) Section 4.24(bThe Leasehold Interests are leased pursuant to the leases (including any amendments or modifications thereof) of described on Schedule 4.13(b) (the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real “Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinLeases”). (c) Section 4.24(cSchedule 4.13(b) includes a description of all royalties, overriding royalties, net profit interests and payments on or out of production to which any of the Company Disclosure Properties is subject. (d) Schedule sets forth the address of each parcel of Leased Real Property, and 4.13(c) includes a complete list description of all Leases for each such Leased Real Property material water rights held by the Company (including collectively, the “Water Rights”). Rock Creek does not hold any material Water Rights. (e) Schedule 4.13(d) identifies, as of the date hereof, each asset, piece of equipment, vehicle and name other tangible property and property, other than interests in real property, owned or leased by the Company that, to Seller’s knowledge, has a fair market value of at least $25,000 (the parties to such Lease document“Moveable Assets”). The Company has made available to Parent Rock Creek does not own any material assets or properties, other than interests in real property. (f) All easements and Acquisition Corp. a complete copy rights of each such Lease. Neither the Company nor its Subsidiaries way that are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as material to the Company Company’s and its Subsidiaries, such Lease is legal, valid, binding, enforceable Rock Creek’s conduct of operations as currently conducted are identified at Schedule 4.13(f) and are valid and in full force and effect effect. (g) Except as disclosed in all Schedule 4.13(g), there are no material respects; (ii) the transaction contemplated by this Agreement does not require the consent of farm-in or notice to any other party to such Lease, will not result earn-in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legalback-in rights, validrights of first refusal, bindingrights of first offer, enforceable and in full force and effect on identical terms following option rights, or area of interest rights affecting the Closing; (iii) none of Properties or the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate assets of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationsRock Creek. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (ai) The Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27September 24, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business consistent with past practice since August 27September 24, 2005, except for Liens disclosed set forth on such consolidated balance sheetSection 4.01(q)(i) of the Company Disclosure Schedule, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use use, in all material respects, all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all All of the Company's ’s and its Subsidiaries' ’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate structurally sound and in good operating condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted, except to the extent such failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (bii) Section 4.24(b4.01(q)(ii) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have good and marketable fee simple title, free and clear of all Liens except Permitted Liens as and except for Liens set forth on Section 4.01(q)(ii) of the Closing DateCompany Disclosure Schedule; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) all aspects of such Owned Real Property are in compliance in all material respects with any and all of the restrictions and other provisions included in the Permitted Liens, and there are no matters that create, or that with notice or the passage of time would create, a material default under any of the documents evidencing the Permitted Liens; (v) there exists no material conflict or dispute with any regulatory agency or other Person relating to such Owned Real Property or the activities thereon; and (vi) there are no condemnation proceedings pending or, to the Company’s knowledge, threatened with respect to any portion of such Owned Real Property. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (ciii) Section 4.24(c4.01(q)(iii) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true, correct and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease documentdocument and the expiration date of each Lease). The Company has made available to Parent Acquirer and Acquisition Corp. Merger Sub a true, correct and complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with With respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no eventevent has occurred which, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate Affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except Liens and except as set forth in on Section 4.24(c4.01(q)(iii) of the Company Disclosure Schedule; (viii) all aspects of the Leased Real Property are in compliance in all material respects with any and all of the restrictions and other provisions included in the Permitted Liens, none and there are no matters that create, or that with notice or the passage of time would create, a material default under any of the documents evidencing the Permitted Liens; (ix) there are no condemnation proceedings pending or, to the Company’s knowledge, threatened with respect to any portion of the Leased Real Property. None of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. To the knowledge of the Company, each of the Company and its Subsidiaries has all permits or licenses necessary to use its Leased Real Property, except where the failure to obtain such permits or licenses would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (div) For purposes of As used in this Agreement, "the term “Permitted Liens" shall mean ” means (i) statutory landlord's’s, mechanic's’s, carrier's’s, workmen's’s, repairmen's ’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice for amounts (x) which are not due and payable and which would notpayable, individually (y) that are not more than $500,000 in amount, individually, as to any Owned Real Property or Leased Real Property, or (z) that are not more than $5,000,000 in amount, in the aggregate, have a Material Adverse Effect on the business of the Company aggregate as to all Owned Real Property and its Subsidiaries as currently conducted thereonLeased Real Property, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens Liens pursuant to that certain loan agreement with The CIT Group/Business Credit(x) the Fifth Amended and Restated Loan Agreement, as amended, dated as of June 29, 2001, by and among the Company, Citizens Bank of Massachusetts, HSBC Bank USA, National Association, and TD Banknorth, N.A. (the “Loan Agreement”), (y) the Mortgage, Assignment of Rents and Security Agreement, dated as of March 1, 1999, as amended, by and between Birch Pond Realty Corporation and ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., (the “▇▇▇▇▇▇ Facility Loan”), and (z) the Master Security Agreement, dated as of December 23, 1998, as amended, by and between DM Management Company and Citizens Leasing Corporation, and the related Secured Promissory Note No. 5, dated May 30, 2003 (collectively, the “Security Agreement”).

Assets and Properties. (a) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries are in possession of and have good and marketable title to, or a valid leasehold interest interests in or valid right rights under contract to use, all material properties the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by them, located on their premises or shown on the consolidated balance sheet of the Company and or any of its Subsidiaries as of August 27, 2005 or acquired after the date thereofSubsidiaries, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect, the business assets of the Company (i) have been maintained and its Subsidiaries as currently conducted thereonrepaired in the Ordinary Course of Business, (ii) are in such easementscondition and repair, covenants reasonable wear and other restrictions or encumbrances of record tear excepted, as do not materially affect is suitable for the ownership or use of purposes for which they are presently used by the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such propertiesCompany, and (iii) liens pursuant are free from material defects (patent and latent). (c) The Company owns no, and has never owned any, real property. (d) The real property leased or demised by the leases described on Section 3.07(d) of the Company Disclosure Schedule (the “Leased Real Property”) constitutes all of the real property used, occupied or leased by the Company. Except as set forth on Section 3.07(d) of the Company Disclosure Schedule, the Leased Real Property leases are in full force and effect, and the Company holds a valid and existing leasehold interest in the Leased Real Property under each such lease. The Company has delivered or made available to Parent true, correct and complete copies of each of the leases described on Section 3.07(d) of the Company Disclosure Schedule, and none of such leases has been modified in any respect, except to the extent that certain loan agreement with The CIT Group/Business Creditsuch modifications are disclosed by the copies delivered or made available to Parent. Neither the Company nor, Inc.to the Company’s knowledge, any other party to the Leased Real Property leases, is in default in any material respect under any of such leases. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Leased Real Property leases and, to the Company’s knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under the Leased Real Property leases. To the Company’s knowledge, the Leased Real Property and all of the material fixtures and improvements thereon are in good operating condition without material structural defects and are suitable, sufficient and appropriate for their current uses. To the Company’s knowledge, the use and operation of the Leased Real Property in the conduct of the Company’s business do not violate any Law, Order, covenant, condition, restriction, easement, license, Permit, agreement, Contract or right of any Person. To the Company’s knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by another Person. There are no Actions pending nor, to the Company’s knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Assets and Properties. (a) The Company Except as set forth in Section 7.13 of the Seller Disclosure Letter and its Subsidiaries the real property subject to the Belterra Park Purchase Agreement (i) either the Companies or a Subsidiary of the Companies has good and valid title, and as of the Closing Date will have good title and valid title, subject only to (A) Permitted Liens (other than Permitted Closing Liens) that will be released and extinguished at or prior to the Closing Date, (B) Permitted Closing Liens, and (C) any encumbrances and obligations that run with the land (including, but not limited to, easements and right-of-way agreements), to each material real property owned by any of the Companies or any of their Subsidiaries (such owned property collectively, the “Companies Owned Real Property”) and (ii) either the Companies or a Subsidiary of the Companies has a good and valid leasehold interest interest, and as of the Closing Date, the Companies or a Subsidiary of the Companies will have good and valid leasehold interest, in each material lease, material sublease and other material agreement under which the Companies or valid any of their Subsidiaries uses or occupies or has the right to use, all material properties and assets used by them, located on their premises use or shown on the consolidated balance sheet occupy any real property (including real property at which operations of the Companies or any of their Subsidiaries are conducted) (such property, collectively, the “Company Leased Real Property” and its Subsidiaries as of August 27such leases, 2005 or acquired after subleases and other agreements are, collectively, the date thereof“Company Real Property Leases”), in each case, free and clear of all Liens other than (A) Permitted Liens (other than properties Permitted Closing Liens) that will be released and assets disposed of in extinguished on or prior to the ordinary course of business since August 27Closing Date, 2005, except for Liens disclosed on such consolidated balance sheet(B) Permitted Closing Liens, and except for Permitted Liens)(C) any Lien affecting solely the interest of the landlord thereunder. The Each Company Real Property Lease is, and its Subsidiaries ownafter giving effect to the consummation of the transactions contemplated by this Agreement and receipt of any consents required under any Company Real Property Lease from the landlords thereunder, have a valid leasehold interest inwill be, valid, binding and in full force and effect, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or have the valid similar laws now or hereinafter in effect affecting creditors’ rights generally and enforceable right to use all assets, tangible or intangible, necessary for the conduct (ii) general principles of their businesses as presently conductedequity. Except as set forth in Section 4.24(a) 7.13 of the Company Seller Disclosure Schedule and except as would not have a Company Material Adverse EffectLetter, all no uncured default of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach nature on the part of or material default under such Leaseany Company or, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Companyif applicable, its Subsidiaries, Subsidiary or, to the knowledge Knowledge of Seller, the Companylandlord or sublandlord thereunder (as applicable), exists under any other party to the Lease is in material breach or material default under such Lease Company Real Property Lease, and no eventevent has occurred or circumstance exists which, with the giving of notice, the passage of time or giving of notice time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 7.13(a) of the Seller Disclosure Letter sets forth a correct and complete list, as of the date hereof, of the Company Owned Real Property and the Company Leased Real Property. (b) Other than the Belterra Park Purchase Agreement and the transactions contemplated therein, (i) there are no material leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such LeaseCompany Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon; and (ivii) the there are no material outstanding options or rights of first refusal in favor of any other party to such Lease is not an affiliate of the purchase any Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Owned Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate thereof or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) therein that would reasonably be expected to adversely affect the existing use of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of Owned Real Property by the Company or any in the operation of its Subsidiaries other than ordinary maintenance and repair obligationsbusiness thereon. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27July 31, 2005 2006 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27July 31, 20052006, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a3.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's ’s and its Subsidiaries' ’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) in all material respects for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither Neither the Company nor any of its Subsidiaries has leased or otherwise granted to owns any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinProperty. (c) Section 4.24(c3.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete and accurate copy of each such Lease. Neither Except as set forth in Section 3.24(c) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does Transactions do not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, ornor, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no neither the Company nor any of its Subsidiaries is aware of any event, which has occurred which, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) to the knowledge of the Company, no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not be redeposited in full; (v) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (vvi) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vivii) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viiviii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, none of the Leases contain contains any material capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "“Permitted Liens" ” shall mean (i) statutory landlord's’s, mechanic's’s, carrier's’s, workmen's’s, repairmen's ’s or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereonreasonably be expected to be material, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and properties or (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.granted under the Credit Agreement.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(aSECTION 4.24(A) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(bSECTION 4.24(B) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(bSECTION 4.24(B) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(cSECTION 4.24(C) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(cSECTION 4.24(C) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(cSECTION 4.24(C) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted LiensPERMITTED LIENS" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good, marketable and valid title to, free and clear of all Liens, or holds pursuant to valid and enforceable leases or license, all of the tangible personal property and assets that are reflected on the most recent balance sheet included in the Company Financial Statements or acquired after the date of such balance sheet, subject to Permitted Liens and except for dispositions of such property and assets by the Company or a Subsidiary of the Company in the ordinary course of business consistent with past practice. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries are, together with the contemplated capital expenditures set forth in the Company’s fiscal 2015 budget and capital expenditure plan (the “Company 2015 Budget”) (copies of which have been made available to Parent), in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted, and the Company and its Subsidiaries are in possession of and have good title to, or a valid leasehold interest interests in or valid right rights under contract to use, all such assets that are material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of to the Company and its Subsidiaries Subsidiaries, taken as of August 27, 2005 or acquired after the date thereofa whole, free and clear of all Liens (other than properties and assets disposed of Permitted Liens, except in each case as would not, individually or in the ordinary course of business since August 27aggregate, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The reasonably be expected to result in a Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Material Adverse Effect. (b) Except as set forth in Section 4.24(a) of the Company Disclosure Schedule has not had and except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all of (i) either the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned Company or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) a Subsidiary of the Company Disclosure Schedule sets forth has good and valid title to each material real property (and each real property at which material operations of the address and description Company or any of each parcel of its Subsidiaries are conducted) owned by the Company or any Subsidiary, other than Company Real Property Leases (such owned property collectively, the “Company Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b”) and (ii) either the Company or a Subsidiary of the Company Disclosure Schedule: (i) has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Company or any of its Subsidiaries have fee simple titleuses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Company or any of its Subsidiaries are conducted) (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens except other than any Permitted Liens as Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the Closing Date; real property subject thereto by the owner (iior lessee to the extent a leased property) neither thereof in the Company nor any operation of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leasesbusiness. Except as set forth has not had and would not have, individually or in Section 4.24(cthe aggregate, a Company Material Adverse Effect, (A) of the each Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Real Property Lease is legal, valid, binding, enforceable binding and in full force and effect in all material respects; effect, subject to the limitation of such enforcement by the Remedies Exceptions and (iiB) the transaction contemplated by this Agreement does not require the consent no uncured default of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect nature on identical terms following the Closing; (iii) none part of the CompanyCompany or, if applicable, its Subsidiaries, Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any other party to the Lease is in material breach or material default under such Lease Company Real Property Lease, and no eventevent has occurred or circumstance exists which, with the giving of notice, the passage of time or giving of notice time, or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the a Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted LiensLease. Except as set forth in Section 4.24(c3.17(b) of the Company Disclosure ScheduleSchedule sets forth a correct and complete list, none as of the Leases contain any capital expenditure requirements or remodeling obligations date hereof, of the Company or any of its Subsidiaries other than ordinary maintenance Owned Real Property and repair obligationsthe Company Leased Real Property. (dc) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are Except as has not due had and payable and which would notnot have, individually or in the aggregate, have a Company Material Adverse Effect on Effect, (i) there are no leases, subleases, licenses, rights or other agreements granting any person the right to use or occupy any material portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by the Company or its Subsidiaries in the operation of its business of thereon, and (ii) except for such arrangements solely among the Company and its Subsidiaries as currently conducted thereonor among the Company’s Subsidiaries, (ii) such easements, covenants and there are no outstanding options or rights of first refusal in favor of any other restrictions party to purchase any Company Owned Real Property or encumbrances of record as do not materially any portion thereof or interest therein that would reasonably be expected to adversely affect the ownership or existing use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair Company Owned Real Property by the Company in the operation of its business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.thereon.

Assets and Properties. (a) The Company has good and valid right, title and interest in and to or, in the case of leased properties or properties held under license, good and valid leasehold or license interests in, all of its Subsidiaries have good title assets and properties, including, but not limited to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company machinery, equipment, terminals, computers, vehicles, and its Subsidiaries as all other assets and properties (real, personal or mixed, tangible or intangible) reflected in the Latest Balance Sheet and all of August 27, 2005 the assets purchased or otherwise acquired after since the date thereofof the Latest Balance Sheet, free except those assets and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens)after the date of the Latest Balance Sheet. The Company holds title to each such property and its Subsidiaries ownasset free and clear of all Liens, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conductedPermitted Liens. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: The (i) the Company or its Subsidiaries have fee simple title, free current use and clear operation of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of real property is in compliance with all Leases for each such Leased Real Property Applicable Laws (including the date without limitation laws relating to parking, zoning and name of the parties land use) and public and private covenants and restrictions except where non-compliance would not be reasonably likely to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereonCompany, (ii) such easements, covenants and other restrictions or encumbrances Company has not received written notice of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, noncompliance with any Applicable Laws and (iii) liens pursuant utilities, access and parking, if any, for each such real property are adequate for the current use and operation of each such real property. There are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any Applicable Laws, which could materially detrimentally affect the use or operation by the Company of any real property, nor has the Company received any written notice of any special assessment proceedings affecting the real property, or applied for any change to that certain loan agreement with the zoning or land use status of the real property. The CIT Group/Business CreditCompany has obtained all licenses, Inc.permits, approvals, easements and rights of way (and all such items are currently in full force and effect) required from any Governmental Authority having jurisdiction over each real property or from private parties for the current use and operation of each real property except where the failure to obtain such licenses, permits, approvals, easements and rights of way would not be reasonably likely to have a Material Adverse Effect on the Company. Neither the Company, nor any Subsidiary is a foreign person, as the term foreign person is defined in Section 1445(f)(3) of the Code.

Assets and Properties. Section 3.17.1 Neither the Company nor any Company Subsidiary owns any real property. Except as set forth in Section 3.17 of the Company Disclosure Schedule, each of the Company and the Company Subsidiaries has a valid leasehold interest in all of its leased real property (including all rights and privileges pertaining or relating thereto) free and clear of any and all liens, except for liens, defects or failures to be in full force and effect which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except for Permitted Liens. Each of the foregoing real property leases (i) constitutes a legally valid and binding obligation of the Company or Company Subsidiary party thereto and assuming such lease is a legally valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against the Company or the Company Subsidiary party thereto, in each case, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity; and (ii) to the Company’s knowledge is a legally valid and binding obligation of the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding at law or in equity, and except, with respect to clauses (i) and (ii) above, as has not had or would not reasonably be expected to have a Company Material Adverse Effect. Except as have not had or would not reasonably be expected to have a Company Material Adverse Effect, (a) The none of the Company or the Company Subsidiaries is in breach or default under any such lease and (b) to the Company’s knowledge, none of the landlords or sublandlords under any such lease is in material breach or default of its obligations under such lease. Except as has not had a Company Material Adverse Effect, the Company and its the Company Subsidiaries enjoy peaceful and undisturbed possession under each such lease. Copies of all such leases together with any amendments thereto have good heretofore been made available to Parent. Section 3.17.2 Each of the Company and the Company Subsidiaries has title to, or a valid leasehold interest in or valid right to usein, as applicable, all material properties and assets personal property used by them, located on in their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, respective businesses free and clear of any and all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005liens, except for Liens disclosed on such consolidated balance sheetliens, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, defects in title or have the valid and enforceable right failures to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and be in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would notwhich, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereonexcept for Permitted Liens. Such personal property and owned or leased property are in good operating condition and repair, (ii) such easements, covenants ordinary wear and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such propertiestear and deferred maintenance excepted, and (iii) liens pursuant except for such failures to that certain loan agreement with The CIT Group/Business Creditbe in good operating condition and repair which, Inc.individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate Affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viix) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right any Company Subsidiary does not and to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet Company’s knowledge has never owned any real property. (b) Section 4.16(b) of the Company and its Subsidiaries as of August 27, 2005 or acquired after Disclosure Letter sets forth (a) the date thereof, free and clear address of all Liens Leased Real Property (b) the identification of the lease, license, sublease or other than properties occupancy agreements and assets disposed of in the ordinary course of business since August 27all amendments, 2005modifications, except for Liens disclosed on such consolidated balance sheetsupplements, and except for Permitted Liensassignments thereto, together with all exhibits, addendum, riders and other documents constituting a part thereof where the Company or any Company Subsidiary is the tenant or subtenant of any real property (collectively, the “Leases”). The Company , (c) the identity of the lessor, lessee, and its Subsidiaries owncurrent occupant (if different than the lessee) of the applicable Leased Real Property, have a valid leasehold interest in, or have and (d) the valid and enforceable right to use all assets, tangible or intangible, necessary length of term for the conduct tenancy (without consideration of their businesses as presently conductedrenewal or termination options). Except as set forth in Section 4.24(a4.16(b) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure ScheduleLetter, with respect to each of the Leases: (i) as subject to the Company and its SubsidiariesEnforceability Exception, such Lease is legal, legally valid, binding, enforceable and in full force and effect in all and there are no material respectsdisputes with respect to such Lease; (ii) the transaction transactions contemplated by this Agreement does do not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise or otherwise permit any landlord to any terminate, recapture or similar rights, and will not otherwise accelerate rent or cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of neither the CompanyCompany or Company Subsidiary is in breach or default under such Lease, its Subsidiaries, orand, to the knowledge of the Company, any other party to the Lease is in material breach no event has occurred or material default under such Lease and no eventcircumstance exists which, with the delivery of notice, the passage of time or giving of notice or both, would constitute such a material breach or default default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the other party Company or a Company Subsidiary has a good and valid title to such Lease is not an affiliate a leasehold estate in each Leased Real Property. True correct and complete copies of the Company Leases have been delivered to or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right made available to use or occupy such Parent and Sub. The Leased Real Property constitutes all of the real property used or any portion thereof; (vi) neither occupied by the Company nor and any Company Subsidiary in connection with the conduct of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries any Company Subsidiary as currently conducted thereon, operated and is sufficient therefore. (iic) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use Each of the properties Company and the Company Subsidiaries has title to, or assets subject thereto or affected thereby or otherwise materially affecta valid leasehold interest in, restrict or impair business operations at such propertiesas applicable, all personal property used by them in their respective businesses free and clear of any Liens, except for Permitted Liens. Such personal property and Leased Real Property (iiitaken as a whole) liens pursuant to that certain loan agreement with The CIT Group/Business Creditis in all material respects in good operating condition and repair, Inc.ordinary wear and tear excepted.

Assets and Properties. (a) The Company Acquiror does not own any real property. The Acquiror Real Estate is the only parcel of real property leased, occupied or otherwise used by the Acquiror. As of the Agreement Date, there are no facts known to the Acquiror that materially and its Subsidiaries adversely affect the Acquiror’s current possession, use or occupancy of the Acquiror Real Estate. To the knowledge of the Acquiror, all utilities serving the Acquiror Real Estate are installed and operating and are sufficient to enable the Acquiror Real Estate to continue to be used and operated consistent with past practices, and any so-called hook-up fees or other associated charges accrued to date have good title tobeen fully paid. Pursuant and subject to the Acquiror Lease, or a the Acquiror has valid leasehold interest interests in or the Acquiror Real Estate which afford the Acquiror valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet leasehold possession of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, Acquiror Real Estate free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005Encumbrances, except for Liens disclosed on (i) Permitted Encumbrances and (ii) all other Encumbrances, matters, terms and conditions set forth in the Acquiror Lease. To the knowledge of the Acquiror, the Acquiror Real Estate is not subject to any order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Acquiror, are any such consolidated balance sheet, and except for Permitted Liens)proceedings threatened. The Acquiror has heretofore provided or made available to the Company true, correct and its Subsidiaries owncomplete copies of all leases, have a valid leasehold interest insubleases and other agreements in the Acquiror’s records under which the Acquiror uses or occupies, or have has the valid and enforceable right to use all assetsor occupy, tangible now or intangiblein the future, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse EffectAcquiror Real Estate, all of the Company's and its Subsidiaries' buildings (including all components of such buildingsmodifications, structures amendments and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conductedsupplements thereto. (b) Section 4.24(b) The tangible property of the Company Disclosure Schedule sets forth Acquiror that is used in the address and description operations of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: its business is (i) the Company or its Subsidiaries have fee simple titlein good operating condition and repair, free subject to normal wear and clear of all Liens except Permitted Liens as of the Closing Date; tear, and (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding optionsnot obsolete, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, dangerous or, to the knowledge of the CompanyAcquiror, any other party in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice. All tangible property used in the operations of the Acquiror is reflected on the Acquiror Balance Sheet to the Lease is in material breach or material default extent required under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party GAAP to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationsbe so reflected. (dc) For purposes The Acquiror has good and valid title to all of this Agreement, "Permitted Liens" shall mean its personal property reflected on the Acquiror Balance Sheet or acquired after the Acquiror Balance Sheet Date (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's except interests in personal property sold or other similar Liens arising or incurred otherwise disposed of since the Acquiror Balance Sheet Date in the ordinary course of business for amounts consistent with past practice), or, with respect to personal property, valid leasehold interests in such properties and assets which are not due and payable and which would not, individually or in afford the aggregate, have a Material Adverse Effect on the business Acquiror valid leasehold possession of the Company personal property that is the subject of such leases, in each case, free and its Subsidiaries as currently conducted thereonclear of all Encumbrances, except (a) Permitted Encumbrances, (iib) such easements, covenants imperfections of title and other restrictions or encumbrances of record non-monetary Encumbrances as do not materially affect and will not detract from or interfere with the ownership or use of the properties or assets personal property subject thereto or affected thereby thereby, or otherwise materially affect, restrict or impair business operations at such propertiesof the Acquiror, and (iiic) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.the rights of landlords or lessors under such leasehold interests.

Assets and Properties. (ai) The Company and its Subsidiaries have has good title to, or a valid leasehold interest in or valid right to useinterest as a licensee in, all material the properties and assets used or held for use by themit, located on their premises its Premises, or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 Latest Balance Sheet or acquired after the date thereof. As of the Closing, all of the Acquired Assets will be owned by the Company, free and clear of all Liens (other than properties Encumbrances except for the Retained Liabilities. Since June 30, 1999, the Company has not entered into any contract or made any commitment to sell all or any part of its assets. The Acquired Assets constitute all of the real, personal and mixed assets disposed of and property, both tangible and intangible, including Intellectual Property, which are being used or held for use by the Company in the ordinary course conduct of the business since August 27and operations of the Company, 2005, except for Liens disclosed on such consolidated balance sheet, consistent with historical and except for Permitted Liens)current practices. The Company owns or leases all equipment and other tangible assets necessary for the conduct of its Subsidiaries own, have business as presently conducted and as presently proposed to be conducted. Each such tangible asset material to the Company's operations has been maintained in accordance with normal industry practice and in each case is in a valid leasehold interest incondition adequate for its intended purpose. All leases of real property between the Company and the Shareholder, or have any officer or director or any relative or affiliate thereof are on fair market terms (including rent at fair market value). Neither the valid and enforceable right to use all assetsShareholder, nor any relative or affiliate thereof, owns any asset, tangible or intangible, necessary for which is used in the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) business of the Company, other than real property leased to the Company Disclosure at fair market value which leases are disclosed in Schedule and except as would not have a Company Material Adverse Effect, 3.1(h). (ii) The Premises constitute all of the Company's real property, buildings and improvements used by the Company in its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for business. To the operation of their businesses as presently conducted. (b) Section 4.24(b) best knowledge of the Company Disclosure Schedule sets forth Shareholder, the address Premises have been occupied, operated and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of maintained by the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document)in accordance with applicable Legal Requirements. The Company has made available not received notice of violation of any Legal Requirement or Permit relating to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are operations or its owned or leased properties. (iii) No party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, lease with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to Premises has repudiated any recapture or similar rightsprovision thereof, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate disputes, oral agreements or interest created by forbearance programs in effect as to any such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationslease. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) The Company and its AVP Subsidiaries have good title to, or a valid legal, valid, binding, enforceable and in full force and effect leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its AVP Subsidiaries as of August 27, 2005 the date hereof or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005the date hereof, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its AVP Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) All of the Company Disclosure Schedule Company’s and except as would not have a Company Material Adverse Effect, all of the Company's and its AVP Subsidiaries' ’ buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Neither Company nor any of its Subsidiaries has leased or otherwise granted to AVP Subsidiary owns any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinreal property. (c) Section 4.24(c3.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease document)) used or intended to be used in or otherwise related to the business. The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries any AVP Subsidiary are party to any oral Leases. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its AVP Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its AVP Subsidiaries, or, to the knowledge of the Company’s Knowledge, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate Affiliate of the Company or any of its SubsidiariesAVP Subsidiary; (v) neither the Company nor any of its Subsidiaries AVP Subsidiary has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries AVP Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c3.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries AVP Subsidiary other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "“Permitted Liens" ” shall mean (i) statutory landlord's’s, mechanic's’s, carrier's’s, workmen's’s, repairmen's ’s or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Company Material Adverse Effect on the business of the and for which appropriate reserves have been established by Company and its Subsidiaries as currently conducted thereonin accordance with GAAP, (ii) Liens relating to deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of leases, trade contracts or other similar agreements, (iii) Liens securing executory obligations under any lease that constitutes an “operating lease,” (iv) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, properties and (iiiv) liens pursuant Liens for taxes or governmental assessments, charges or claims the payment of which is not yet due, or Liens for taxes the validity of which are being contested in good faith by appropriate proceedings and as to that certain loan agreement which appropriate reserves have been established by Company in accordance with The CIT Group/Business Credit, Inc.GAAP.

Assets and Properties. (ai) The Company Each of the Company, UST and its Subsidiaries have VNS has good and marketable title to, or a valid leasehold interest in or valid right to useinterest as a licensee in, all material the properties and assets used or held for use by themit, located on their premises its Premises, or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 Latest Balance Sheet or acquired after the date thereof. As of the Closing, all of the Acquired Assets will be owned by the Company, free and clear of all Liens Encumbrances (other than properties and assets disposed of the Permitted Encumbrances in the ordinary course event that, subject to Section 4.10, the Acquiror has not paid off the debt to RFC Capital Corporation as of business since August 27the Closing). Neither the Company, 2005UST nor VNS has entered into any contract or made any commitment to sell all or any part of its assets, except for Liens disclosed on such consolidated balance sheet, and except for to the extent that the Permitted Liens)Encumbrances could be deemed a contract or commitment to sell assets. The Company Acquired Assets constitute all of the real, personal and mixed assets and property, both tangible and intangible, including Intellectual Property, which are being used or held for use by the Company in the conduct of the business and operations of the Company, consistent with historical and current practices. The UST/VNS Assets constitute all of the real, personal and mixed assets and property, both tangible and intangible, including Intellectual Property, which are being used or held for use by UST or VNS in the conduct of their respective business and operations, consistent with historical and current practices. Each of the Company, UST and VNS owns or leases all equipment and other tangible assets necessary for the conduct of its Subsidiaries ownbusiness as presently conducted and as presently proposed to be conducted. Each such tangible asset material to the Company's, have a valid leasehold interest inUST's or VNS's operations is in good operating condition and repair. There are no leases of real property between the Company, UST or have VNS and any shareholder, officer or director or any relative or affiliate thereof. None of the valid and enforceable right to use all assetscurrent or former shareholders, nor any relative or affiliate thereof, of the Company, UST or VNS, owns any asset, tangible or intangible, necessary for which is used in the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none business of the Company, UST or VNS, as the case may be, other than assets which will be included in the Acquired Assets. (ii) The Premises constitute all of the real property, buildings and improvements used by the Company, UST or VNS, as the case may be, in its Subsidiariesbusiness. To the best knowledge of the Shareholder, orthe Premises have been occupied, to the knowledge operated and maintained in accordance with applicable Legal Requirements. None of the Company, UST or VNS has received notice of violation of any other Legal Requirement or Permit relating to its operations or its owned or leased properties. (iii) No party to the Lease is in material breach or material default under such Lease any lease with respect to any Premises has repudiated any provision thereof, and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate disputes, oral agreements or interest created by forbearance programs in effect as to any such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationslease. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. Section 3.17.1 Section 3.17.1 of the Company Disclosure Schedule sets forth a complete list of the real property leased, subleased, licensed, used or otherwise occupied by the Company (aeach individually referred to herein as a “Company Real Property” and collectively referred to herein as the “Company Real Properties”) and each agreement (whether written or oral) pursuant to which the Company leases, subleases, licenses, uses or otherwise occupies such Company Real Property (each, a “Company Real Property Lease”), including all modifications, amendments and supplements thereto. Except as set forth on Section 3.17.1 of the Company Disclosure Schedule, no person (other than the Company) possesses, uses or occupies any portion of the Company Real Property. The Company and its Subsidiaries have good title to, or has a valid leasehold interest in or valid right to use, as applicable, and enjoys peaceful possession of, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company Real Properties (including all rights, privileges and its Subsidiaries as of August 27, 2005 appurtenances pertaining or acquired after the date thereof, relating thereto) free and clear of any and all Liens (other than properties and assets disposed of in the ordinary course of business since August 27Liens, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). Section 3.17.2 Each Company Real Property Lease is in full force and effect, is valid and binding on the parties thereto, and is enforceable in accordance with its terms. There is no existing material default by the Company, or to the Knowledge of the Company, any other party under any Company Real Property Lease, and no event has occurred that (with the giving of notice, lapse of time or both) would constitute a material default or material breach under any Company Real Property Lease or permit the termination, modification or acceleration of rent under any Company Real Property Lease. The Company has not received any notice of and its Subsidiaries ownthere is no pending or, have to the Knowledge of the Company, threatened condemnation, eminent domain or similar actions with respect to any Company Real Property. Section 3.17.3 The Company owns, has a valid leasehold interest in, or have the valid and enforceable right to use all assetsuse, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effectapplicable, all of the Company's and material personal property used in its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple titlebusiness, free and clear of any and all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding optionsLiens, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) Such personal property and the structural elements of the Company Disclosure Scheduleleased property (taken as a whole) are in good operating condition and repair, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary wear and tear and deferred maintenance excepted, and except for such failures to be in good operating condition and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would notwhich, individually or in the aggregate, have a Material Adverse Effect on would not reasonably be expected to be material to the business of the Company. Section 3.17.4 The Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do does not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such propertiesnow own, and (iii) liens pursuant has never owned, any direct or indirect interest in any real property. Section 3.17.5 The Company is not a party to that certain loan any agreement with The CIT Group/Business Credit, Inc.or option to lease or to purchase any real property or interest therein.

Assets and Properties. (a) The Company and its Subsidiaries have good title toExcept as would not, individually or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27aggregate, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries have valid title to, or valid leasehold or sublease interests or other comparable contract rights in or relating to, all of the Company's personal properties and tangible assets necessary and adequate for the conduct of the business of the Company and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements)taken as a whole, as currently conducted, and all equipment, machinery, fixtures, improvements (ii) such properties and other tangible assets (whether owned or leased) are in adequate condition reasonably good repair and repair (operating condition, ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b4.14(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated real property currently owned by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries (with all easements and other rights appurtenant to such real property, collectively, the “Owned Real Property”). With respect to each Owned Real Property, the Company or one of its Subsidiaries has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, other than ordinary maintenance for such customary easements, covenants and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred restrictions recorded in the ordinary course of business for amounts which are not due public records in the county and payable and which state where such Owned Real Property located that would not, individually or in the aggregate, have a Company Material Adverse Effect on Effect, and for Permitted Liens. (c) Except as would not, individually or in the business of aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens (except for Permitted Liens) on the leasehold estate. (d) Except as currently conducted thereonwould not, individually or in the aggregate, have a Company Material Adverse Effect, (i) there are no pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and (ii) such easements, covenants and other restrictions or encumbrances of record as do the Company has not materially affect the ownership or use received any written notice of the properties intention of any Governmental Entity or assets subject thereto other Person to take any Owned Real Property or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.Leased Real Property.

Assets and Properties. (a) Except as set forth on Schedule 6.6(a), each of Seller and the Seller Subsidiaries has good, valid and marketable title to all of the Assets, free and clear of any Liens, other than Permitted Liens. The Company and its Subsidiaries have good title to, delivery by Seller or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet Seller Subsidiary of the Company bills of sale and its Subsidiaries as other instruments of August 27assignment, 2005 or acquired after conveyance and transfer pursuant to this Agreement will transfer to Buyer at the date thereofClosing good, valid and marketable title to the Assets, free and clear of all Liens (Liens, other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address Seller has good and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have marketable fee simple titletitle to the Morganton Facility, free and clear of all Liens except Liens, other than Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereinLiens. (c) Section 4.24(cOne or more of Seller or the Seller Subsidiaries (and no other Person) is in actual occupancy of the Company Disclosure Morganton Facility and Seller and the Seller Subsidiaries enjoy peaceful and undisturbed possession thereof. There are no restrictions imposed by any Contract or by Law which preclude or restrict in any material respect the ability to use the Morganton Facility for the purposes for which it is currently being used. Except for the Lease Agreement, there are no other leases, tenancies or occupancy agreements affecting the Morganton Facility. (d) All improvements at the Morganton Facility were constructed in compliance in all material respects with all applicable Laws (including building, planning and zoning Laws) and Permits affecting the Morganton Facility (provided that the representation and warranty in this sentence is subject to Seller’s knowledge only to the extent such representation and warranty relates to the period prior to January 1, 2004). No improvements at the Morganton Facility and none of the current uses or conditions thereof violate in any material respect any applicable deed restrictions or other applicable covenants, restrictions, agreements, site plan approvals or variances or the certificate of occupancy for each of the improvements at the Morganton Facility. All improvements at the Morganton Facility are wholly within the boundaries of the real property covered by the deed relating thereto, and do not encroach upon the property of, or otherwise conflict in any material respect with the property rights of, any other Person. (e) Schedule 6.6(e) sets forth service Contracts of Seller and Seller Subsidiaries that are material to the address manufacturing operations at the Morganton Facility ("Material Facility Services Contracts"). Seller and Seller Subsidiaries have not received or given notice of each parcel any cancellation or termination of Leased Real Propertyany Material Facility Services Contract and Seller and Seller Subsidiaries are not in material default (other than for delayed payments noted on Schedule 6.6(e)) under any such Material Facility Services Contracts, and a complete list nor has any other event occurred which, but for the giving of all Leases for each such Leased Real Property (including the date and name notice or passage of time would constitute an event of default under any of the parties to such Lease document). The Company Material Facility Services Contracts. (f) No assessment for public improvements has been made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each the Morganton Facility which remains unpaid including, but not limited to, assessments for construction of the Leases: sewer or water lines or mains, streets, sidewalks or curbing. No notice or order by any Governmental Entity has been served upon Seller or any Seller Subsidiary which (i) as to requires the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and performance of any work or the making of any repairs or alterations on the premises of the Morganton Facility or in full force and effect in all material respects; the streets bounding thereon or (ii) orders the transaction contemplated by this Agreement does not require installation, repair or alteration of any public improvements on or about the consent premises of the Morganton Facility or notice the streets bounding thereon which may or might create a lien on the premises of the Morganton Facility. The Morganton Facility is connected to public water and sewer lines in sufficient capacity to service the Morganton Facility for Buyer’s intended use. There are no outstanding charges or fees in connection with the use, installation, connection or tap-in to any utilities, public or private, serving the Morganton Facility. (g) Seller and Seller Subsidiaries have not received any notice of any condemnation proceedings or other party proceeding in the nature of eminent domain with respect to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, orMorganton Facility and, to the knowledge of Seller, no such proceedings are threatened. (h) The structure (i.e., foundation, load-bearing and exterior walls and roof) of the CompanyMorganton Facility is in good condition and free from material defect. The currently used systems (i.e. the heating, ventilating, air conditioning, electrical, plumbing, sprinkling, security and telecommunication systems) at the Morganton Facility are in good and operable condition considering the age of such systems and are in material compliance with applicable building, fire and safety codes. (i) No notice has been received by Seller or any Seller Subsidiary from any insurance company providing insurance coverage for the Morganton Facility that policies insuring the Morganton Facility will not be renewed. No notice has been received by Seller or any Seller Subsidiary from, or issued by, any other party insurance company which has issued a policy with respect to the Lease is Morganton Facility or from any board of fire underwriters (or any other body exercising similar functions) claiming any defects or deficiencies or requiring the performance of any repairs, alterations or other work. No notice has been received in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) last two years to the other party to such Lease is not an affiliate effect that any portion of the Company Morganton Facility has been subjected to material damage by fire or any other casualty which material damage is unrepaired as of its Subsidiaries; the date hereof. (vj) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth on Schedule 6.6(j), to Seller’s knowledge, the machinery, equipment and other items of tangible personal property included in Section 4.24(c) the Assets are structurally sound, are in good operating condition and repair considering the age of such equipment, and are adequate for the Company Disclosure Scheduleuses to which they are being put, and none of the Leases contain any capital expenditure requirements such machinery, equipment and other items of tangible personal property is in need of maintenance or remodeling obligations of the Company or any of its Subsidiaries other than ordinary repairs except for ordinary, routine maintenance and repair obligationsrepairs that are consistent with past practice. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (ai) The Company has good and its Subsidiaries have good marketable title to, or a valid leasehold interest in or valid right to useinterest as a licensee in, all material the properties and assets used or held for use by themit, located on their premises its Premises, or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 Latest Balance Sheet or acquired after the date thereof. As of the Closing, all of the Acquired Assets will be owned by the Company, free and clear of all Liens (Encumbrances except for the Assumed Liabilities; provided, however, that PentaStar and the Acquiror hereby acknowledge and agree that the Company has not trademarked its name or "NCI" and has not performed or requested a trademark search. Accordingly, it is possible some other than properties Person has trademarked the Company name or "NCI" or some form thereof and assets disposed of in the ordinary course of business since August 27, 2005Company does not warrant that there are no other Persons using its name, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of that the Company Disclosure Schedule does represent and except as would warrant that it has not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use the Company's name or occupy such Owned Real Property "NCI" or any portion deviation thereof; and (iii) there are no outstanding options. Since November 30, rights of first offer 1999, the Company has not entered into any contract or rights of first refusal made any commitment to purchase such Owned Real Property sell all or any portion thereof or interest therein. (c) Section 4.24(c) part of its assets. The Acquired Assets constitute all of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real real, personal and mixed assets and property, both tangible and intangible, including Intellectual Property, and a complete list of all Leases which are being used or held for each such Leased Real Property (including use by the date and name Company in the conduct of the parties to such Lease document). The Company has made available to Parent business and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none operations of the Company, consistent with historical and current practices. The Company owns or leases all equipment and other tangible assets necessary for the conduct of its Subsidiaries, or, business as presently conducted. Each such tangible asset material to the knowledge Company's operations has been maintained in accordance with normal industry practice and is in good operating condition and repair (subject to normal wear and tear). All leases of real property between the Company and any Shareholder, officer or director or any relative or affiliate thereof are on fair market terms (including rent at fair market value). None of the Shareholders, nor any relative or affiliate thereof, own any asset, tangible or intangible, which is used in the business of the Company, any other party than real property leased to the Lease is in material breach or material default under such Lease and no eventCompany at fair market value, with which leases are set forth on Exhibit 3.1(h). (ii) The Company does not lease the passage of time or giving of notice or bothPremises, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate but employees of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred space in the ordinary course premises of business for amounts which are not due and payable and which would notOC Mergerco 2, individually or Inc. in the aggregateSeattle, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.Washington.

Assets and Properties. (a) The Company owns no real property. Section 4.10(a) of the Disclosure Schedule identifies each parcel of real property leased or occupied by the Company (the "Company Real Estate") and a brief description of its Subsidiaries have good title touse. The Company has adequate rights of ingress and egress into any Company Real Estate and there are no facts known to the Company that would reasonably be expected to materially and adversely affect the possession, use or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet occupancy of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of Real Estate in the ordinary course Ordinary Course of business since August 27Business. There are no disputes, 2005oral agreements, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens)or forbearance programs in effect as to any Company Real Estate. The Company and its Subsidiaries ownhas not subleased, have a valid leasehold interest insublet, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased licensed or otherwise granted to any Person the right to use or occupy such Owned any Company Real Property Estate or any portion thereof; . The Company would not be required as a result of any alterations to any Company Real Estate previously made or ongoing or in process in any manner as of the Closing Date to expend in excess of $50,000 in causing the Company Real Estate to comply with the surrender conditions set forth in the applicable lease. To the knowledge of the Company, all utilities serving the Company Real Estate are installed and operating and are sufficient to enable the Company Real Estate to continue to be used and operated consistent in all material respects with past practices. To the knowledge of the Company, (iiii) there are no outstanding optionsmaterial structural defects with respect to any of Company Real Estate or any portion thereof, rights and (ii) the roof and roof structure and all electrical wiring, heating, cooling and plumbing systems serving any of first offer or rights of first refusal to purchase such Owned the Company Real Property Estate or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document)are in good working order. The Company has made available to Parent copies of all leases, subleases and Acquisition Corp. a complete copy of each such Lease. Neither other agreements under which the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of uses or occupies or has the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property occupy, now or in the future, any portion thereof; real property or facility, including all modifications, amendments and supplements thereto. (vib) neither The tangible personal property of the Company nor any that is material to the operation of its Subsidiaries has collaterally assigned or granted any other security interest business is in such Lease or any interest therein; normal operating condition and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liensrepair, subject to ordinary wear and tear. Except as set forth in Section 4.24(c4.10(b) of the Disclosure Schedule sets forth a list of each item of Company Disclosure Schedule, none tangible personal property with a net book value in excess of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations$5,000. (dc) For purposes The Company Real Property and the machinery, equipment, personal properties, buildings, facilities, vehicles, Inventory and other tangible assets owned or leased by the Company constitute all of this Agreementthe properties, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due rights and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on assets necessary to operate the business of the Company in substantially the same manner conducted by the Company in the Ordinary Course of Business. The Company owns or has a valid, written and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or enforceable right to use all of the properties assets and rights it uses in operating the business of the Company. Notwithstanding anything to the contrary contained in this Section 4.10, no representation or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant warranty is made in this Section 4.10 with respect to that certain loan agreement with The CIT Group/Business Credit, Inc.Intellectual Property.

Assets and Properties. (a) Section 4.9(a) of the Disclosure Schedules sets forth a list of all real property leases to which any Company is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Company Real Property Leases”; all real property in which any Company holds a leasehold interest, whether as lessee or sublessee, the “Leased Real Property”), and the street address, date of each Company Real Property Lease and the name of each of the parties to each Company Real Property Lease with respect to the Company Real Property Leases. Except for the Company Real Property Leases identified in Section 4.9(a) of the Disclosure Schedules, no Company owns any interest (fee, leasehold or otherwise) in any real property and the Companies have not entered into any leases, arrangements, licenses or other agreements relating to the sale or lease of all or any portion of the Leased Real Property, nor has any Company entered into any agreement to purchase or option agreement for the purchase of any real property. Except as set forth in Section 4.9(a) of the Disclosure Schedules, with respect to each Company Real Property Lease: (i) the Companies have not assigned, sublet, transferred, conveyed any interest in or collaterally assigned its interest in the Leased Real Property or such Company Real Property Lease; (ii) the Companies have not received any written notice of default with respect to any Company Real Property Lease that remains outstanding as of the date of this Agreement; (iii) the Companies have not received any written notice of any violation of default with respect to any covenants, conditions, restrictions easements, rights of way, zoning ordinances, or private agreements affecting the Leased Real Property; (iv) there are no condemnation or eminent domain proceedings pending or, to the Knowledge of the Company, contemplated against the Leased Real Property; (v) there are no casualties or other material repairs with respect to the Leased Real Property which are required and which have not been completed as of the date of this Agreement, ordinary wear and tear excepted; (vi) the landlord, sublessor or licensor under each Company Real Property Lease has completed its obligations under such Company Real Property Lease to prepare the applicable Leased Real Property for the Company’s initial occupancy of the premises thereunder and disbursed all required allowances to the Company for the performance of improvements to the Leased Real Property; (vii) to the Knowledge of the Company, the landlord, sublessor or licensor under each Company Real Property Lease has not defaulted under its obligations under such Company Real Property Lease; and (viii) no counterparty to a Company Real Property Lease is a Related Person of the Company or Sellers. (b) Section 4.9(b) of the Disclosure Schedules sets forth a list and description of all material capital expenditures (A) undertaken by a Company in the twelve (12) months prior to Closing or (B) currently planned to be undertaken by a Company in the twelve (12) months following Closing. (c) The Companies have a valid leasehold interest in the Leased Real Property, free and clear of any Liens other than Permitted Liens. The Companies are in peaceful and undisturbed possession of each parcel of Leased Real Property. The Companies have not received written notice from any applicable Governmental Authority that the current use or operation of the Leased Real Property is in breach or violation of, or default under, any applicable Laws that has not been remedied prior to the date of this Agreement. The Companies have not received written notice from any third party that the current use or operation of the Leased Real Property is in breach or violation of, or default under, any applicable covenants, conditions, restrictions easements, rights of way, zoning ordinances, or private agreements affecting the Leased Real Property. Access to the Leased Real Property has not been materially impaired except as set forth on Section 4.9(c) of the Disclosure Schedules. True and complete copies of all Company Real Property Leases have been delivered to Buyer. The Companies do not currently own and its Subsidiaries have not previously owned any real property. (d) Except as set forth on Section 4.9(d) of the Disclosure Schedules, the transactions contemplated by this Agreement do not require the consent of any counterparty to a Company Real Property Lease. (e) Section 4.9(e) of the Disclosure Schedules sets forth the rent and other fees paid by either Company for each parcel of Leased Real Property during calendar years 2021, 2022 and 2023, indicating in each case, if applicable, the amount of percentage rent (or other rent based on a Company’s income) paid in each such calendar year. (f) The Companies own good title to, or a hold pursuant to valid leasehold interest in or valid right and, to usethe Knowledge of the Company, enforceable leases, all of the material properties personal property and other material assets used (i) shown to be owned by them, located on their premises or shown the Companies on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 Balance Sheet (or that were purchased or acquired after the date thereofBalance Sheet Date and identified in the books and records as being owed by a Company as of the Closing Date), and (ii) used or held for use in, and necessary for the operation of, the business of the Companies as currently conducted, in each case, other than inventory sold or disposed of in the Ordinary Course of Business (the “Assets”), free and clear of all Liens other than Permitted Liens. Each such Asset (other than properties inventory) is free from material defects (patent and assets disposed of latent) and in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate good operating condition and repair (ordinary that is, in all material respects, reasonably suitable for the purposes of which such Asset is presently used by the Companies, reasonable wear and tear and normal preventative maintenance excepted. (g) for The Assets together with the operation intangible assets of their businesses the Companies are, collectively, sufficient to allow the Companies to operate the business of the Companies as presently conducted. (bh) Section 4.24(b) All items of inventory of the Companies are of good, marketable and merchantable quality. The quantity of inventory of the Companies is consistent with the past practices of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) . No Company has sold or disposed of any items of inventory except through sales or returns in the transaction contemplated by this Agreement does not require Ordinary Course of Business and the consent quantities of or notice to any other party to such Lease, will not result in a material breach all items of or material default under such Lease, will not give rise to any recapture or similar rights, inventory and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none supplies of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease Companies are not excessive and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred reasonable in the ordinary course present circumstances of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use Company. The inventory of the properties Companies is in the physical possession of the Companies or assets subject thereto in transit to or affected thereby from a customer or supplier thereof and no inventory has been pledged as collateral or otherwise materially affectis subject to any Lien (other than a Permitted Lien). The inventory located in the Companies’ warehouses is valued in accordance with the weighted average cost method. The inventory was acquired or produced in the Ordinary Course of Business. All inventory complies in all material respect with all Laws, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.including Applicable Food Laws.

Assets and Properties. (a) Neither the Company nor any Company Subsidiary owns or has ever owned any real property. Schedule 2.12(a) to the Disclosure Letter identifies each parcel of real property leased, occupied, or otherwise used by the Company or any Company Subsidiary (the “Company Real Estate”). The Company and its the Company Subsidiaries have good title toadequate rights of ingress and egress into any Company Real Estate and, to the Knowledge of the Company, there are no facts that could reasonably be expected to materially and adversely affect the possession, use, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet occupancy of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, Real Estate. All Company Real Estate is leased free and clear of all Liens Encumbrances, except for Permitted Encumbrances. The Company has provided to Acquiror accurate and complete copies of all leases, subleases and other agreements under which the Company or any Company Subsidiary uses or occupies, or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. (other than properties b) The tangible personal property of the Company or any Company Subsidiary is (i) in good operating condition and assets disposed repair, subject to normal wear and tear, and (ii) not obsolete, dangerous, or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business since August 27business, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens)consistent with past practice. The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary personal property is sufficient for the continued conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) business of the Company Disclosure Schedule after the Closing in substantially the same manner as conducted prior to the Closing and except as would not have a Company Material Adverse Effect, constitutes all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for personal property necessary to conduct the operation of their businesses as presently conducted. (b) Section 4.24(b) business of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest thereincurrently conducted. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease There is legal, valid, binding, enforceable and in full force and effect in all no material respects; (ii) the transaction contemplated by this Agreement does not require the consent of property or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate obligation of the Company or any Company Subsidiary, including uncashed checks to vendors, customers, or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws. (d) Schedule 2.12(d) to the Disclosure Letter sets forth a list of its Subsidiaries; (v) neither the Company nor any each tangible asset and item of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations tangible personal property of the Company or any Company Subsidiary with an assessed value in excess of its Subsidiaries other than ordinary maintenance and repair obligations$100,000, together with a brief description. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

Assets and Properties. (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet Section 3.7 of the Disclosure Schedule sets forth a true and complete list of all real property and interests in real property owned (the “Owned Real Property”), leased or subleased (the “Leased Real Property”), by the Company and or any of its Subsidiaries as of August 27, 2005 or acquired after the date thereofhereof. Prior to the date hereof, free the Company has made available to Buyer true and clear complete copies of all Liens (other than properties lease and assets disposed of in sublease agreements applicable to the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conductedLeased Real Property. Except as set forth in Section 4.24(a) 3.7 of the Company Disclosure Schedule or for defects in title (or other Encumbrances) or failures to be in full force and except as effect, none of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) each of the Company Disclosure Schedule sets forth and its Subsidiaries has fee simple title to the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth or a valid, binding and enforceable leasehold interest in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date all rights, title, privileges and name of the parties to such Lease documentappurtenances pertaining or relating thereto). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (vSubsidiaries nor, to the Company’s knowledge, any other party to any lease or sublease applicable to the Leased Real Property, is in breach or default under such lease or sublease, and, to the Company’s knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such leases or subleases, in each case expect as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Section 3.7(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted to any Person the contractual right to use or occupy such the Owned Real Property or Leased Real Property or any portion thereof; (vi) neither . The Owned Real Property and Leased Real Property comprise all of the real property necessary to operate the businesses of the Company nor any and its Subsidiaries in all material respects in the manner currently conducted. (b) Each of the Company and its Subsidiaries has collaterally assigned title to, or granted any other security a leasehold interest in, as applicable, all personal property used in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease their respective businesses, except for Permitted Liens. Except as set forth defects in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements title or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance failures to be in full force and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and effect which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. Such personal property and the business buildings, structural elements and fixtures of the Company Owned Real Property and its Subsidiaries Leased Real Property (taken as currently conducted thereona whole) are in good operating condition and repair, (ii) such easements, covenants ordinary wear and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, tear and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.excepted.

Assets and Properties. (a) The Company owns no real property, and its Subsidiaries have good title Schedule 2.8(a) lists all real property currently leased by the Company (the “Leased Real Property”), with the leases or other agreements evidencing such interests being referred to as the “Real Property Leases”), and all real property previously leased by the Company as of May 2, 2005 or later. Except as set forth on Schedule 2.8(a), neither of the Company nor, to the Knowledge of the Seller, any other party thereto is in material breach of or default under any Real Property Lease, and no party to any Real Property Lease has given either written notice of or made a written claim with respect to any material breach or default thereunder. Except as set forth on Schedule 2.8(a), to the Knowledge of the Seller, none of the Leased Real Property is subject to any Lien (other than a Permitted Lien). There are no pending or, to the Knowledge of the Seller, threatened condemnation or other Proceedings or claims relating to any of the Leased Real Property. Seller has delivered to Purchaser complete copies of the Real Property Leases and all amendments thereto. Except for the Real Property Leases, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of the Leased Real Property. (b) All improvements located on each parcel of the Leased Real Property are supplied with utilities and other services necessary for the operation of such facilities in the ordinary course of business, including gas, electricity, water and telephone, all of which services are adequate for the operation of the business of the Company as presently conducted. Each parcel of the Leased Real Property abuts on, and has direct vehicular access to, a public road or has access to a valid leasehold interest public road. The Company has all easements and rights necessary to conduct its business and no easements have been granted by the Company to other parties in or valid right connection with the Leased Real Property that could reasonably be expected to useinterfere with the operation of its business. The use by the Company of the Leased Real Property for the conduct of its business as currently conducted complies with all applicable Laws, including, without limitation, all material applicable zoning laws, use restrictions and restrictive covenants, without the necessity of any special or conditional use permit, variance, rezoning or other governmental or private party approval, nor any improvements, upgrades or renovations to the Leased Real Property. To the Knowledge of the Seller, in any of the improvements upon the Leased Real Property, there are no roof leaks, structural defects or infestations by wood damaging pests. (c) Except as set forth on Schedule 2.8(c), to the Knowledge of the Seller, substantially all items of equipment used in the conduct of the business of the Company are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted) and are suitable for their present uses. (d) Other than as set forth on Schedule 2.8(d), the improvements, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets used by themof the Company, located on their premises or shown on are sufficient for the consolidated balance sheet continued conduct of the Company’s business after Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets reasonably necessary to conduct the business of the Company as currently conducted. (e) The accounts receivable reflected in the Interim Financial Statements and its Subsidiaries as of August 27all accounts receivable arising thereafter through the Closing, 2005 represent bona fide claims against debtors for sales, services performed or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of charges arising in the ordinary course of business since August 27and are not, 2005to the Knowledge of the Seller, subject to dispute or counterclaim, except as provided for Liens disclosed on such consolidated balance sheet, and except in the reserve for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as bad debts set forth on the Interim Financial Statements as adjusted for operations and transactions through the Closing Date in Section 4.24(aaccordance with the Company’s past practices. (f) All of the inventory of the Company Disclosure Schedule is of merchantable quality and except as would not have a Company Material Adverse Effect, all is capable of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred being sold in the ordinary course of business for amounts which are not due and payable and which would not, individually or without discount except to the extent reasonable reserves have been established by the Company in the aggregateInterim Financial Statements (as adjusted for operations and transactions through the Closing Date in accordance with the Company’s past practices) for inventory that is defective, have excess, discontinued or otherwise not saleable in the ordinary course of business. Except as set forth on Schedule 2.8(f), no such inventory is held on a Material Adverse Effect consignment basis. Except as set forth on Schedule 2.8(f), the quantities of inventory of work-in-process and finished goods do not exceed an amount that is reasonably expected to be delivered within 60 days. (g) Except as set forth on Schedule 2.8(g), the Company has legal and beneficial ownership of, or valid leasehold interests in, all of the tangible personal property and assets that are reasonably necessary for the continued conduct of the business of the Company and its Subsidiaries as currently conducted thereonconducted, (iifree and clear of any Liens other than Permitted Liens. This Section 2.8(g) such easements, covenants does not relate to intellectual property or insurance assets and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, which are addressed solely in Sections 2.11 and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit2.16, Inc.respectively.

Assets and Properties. (a) The Except as set forth in Section 3.16 of the Company Disclosure Letter, and its Subsidiaries have good title toexcept as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (i) either the Company or a Subsidiary of the Company has good and valid title to each real property owned by the Company or any Subsidiary of the Company (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or valid any of its Subsidiaries uses or occupies or has the right to use, all material properties and assets used by them, located on their premises use or shown on the consolidated balance sheet occupy any real property (including real property at which operations of the Company and or any of its Subsidiaries as of August 27are conducted) (such property, 2005 or acquired after the date thereof“Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except any Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Scheduleand, with respect to each (ii), except for those reflected or reserved against in the balance sheet of the Leases: (i) Company as to of December 31, 2016 and included in the Company and its Subsidiaries, such SEC Documents. Each Company Real Property Lease is legal, valid, binding, enforceable binding and in full force and effect in all effect, subject to the limitation of such enforcement by the Remedies Exceptions. No uncured default of a material respects; nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company or of the landlord thereunder (ii) the transaction contemplated by this Agreement does not require the consent of or notice to as applicable), exists under any other party to such Company Real Property Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, orand, to the knowledge of the Company, any other party to the Lease is in material breach no event has occurred or material default under such Lease and no eventcircumstance exists which, with the giving of notice, the passage of time or giving of notice time, or both, would constitute a material breach or default under a Company Real Property Lease. Section 3.16(a) of the Company Disclosure Letter sets forth a correct and complete list, as of the date of this Agreement, of the Company Owned Real Property and the Company Leased Real Property. (b) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Lease; (iv) Company Owned Real Property or the other party to such Lease is not an affiliate of Company Leased Real Property by the Company or any of its Subsidiaries; (v) neither Subsidiaries in the operation of its business thereon. There are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company or any of its Subsidiaries in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has subleasedis currently subleasing, licensed licensing or otherwise granted granting any Person person the contractual right to use or occupy such a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect in any material respect the existing use of such Company Owned Real Property or any portion thereof; (vi) neither Company Leased Real Property in the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) operation of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligationsbusiness conducted thereon as currently conducted. (dc) For purposes No circumstances exist that would provide the basis for a valid claim against the Company by any party under Article VI of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due that certain Project Agreement by and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of between the Company and its Subsidiaries the Consolidated City of Indianapolis, dated as currently conducted thereonof October 21, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.2011.