Common use of Properties and Assets Clause in Contracts

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.

Properties and Assets. The Company and its Subsidiaries have each Subsidiary has good record and marketable fee title to all material real Property which it owns in fee and has good record and defensible title to all of its other Property material Properties and assets, whether assets (tangible or intangible) which it owns, owned by them in each case free and reasonably necessary in the conduct clear of business of the Company or such Subsidiariesall Liens, other than Permitted Liens. All of the material leases necessary in any material respect for the operation of their respective properties and assets, assets under which the Company or any of and its Subsidiaries holds hold any material Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries Subsidiary exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as could have a Material Adverse Effect. All material current and proposed uses of such Property property or assets of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations or ordinances which would could have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.21No condemnation, no condemnation appropriation or similar proceeding is pending or, to the knowledge of the Company's knowledge, threatened against any material real Property owned by the Company or any of its SubsidiariesSubsidiary. All Except as disclosed in SCHEDULE 4.13 or as would not have a Material Adverse Effect, the Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would is not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant subject to any agreements containing preferential purchase rights or consent to assignment provisions that must be complied with prior to the consummation of this Agreement and the other Transaction Documents neither and the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementtransactions contemplated hereby and thereby.

Properties and Assets. The Company and its Subsidiaries subsidiaries have good record and marketable fee valid title to all real Property and all other Property to, or, in the case of leased properties and assets, whether valid leasehold interests in, all of their material tangible properties and assets, real and personal, used or intangibleheld for use in their businesses located on their premises or shown on the consolidated balance sheet of the Company and its subsidiaries as of December 31, owned by them 2004 or acquired thereafter, free and reasonably necessary clear of any Liens (other than Permitted Liens), except (a) for such as are no longer used or useful in the conduct of their businesses or as have been disposed of in the ordinary course of business, (b) for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect and (c) as set forth in Section 3.25 of the Company Disclosure Schedule. For purposes of this Agreement, the term “Permitted Liens” means (i) inchoate mechanics’ and materialmen’s Liens for construction in progress, and workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiariesany subsidiary consistent with past practice, (ii) Liens for taxes not yet due and payable or which are otherwise being contested in good faith for which adequate reserves, as applicable, have been established in the Company’s financial statements in accordance with United States generally accepted accounting principles, (iii) Liens which do not, individually or in the aggregate, materially interfere with or materially impair the conduct of the business of the Company or any of its subsidiaries and (iv) all matters of record and Liens which have not had, and could not reasonably be expected to have, a Company Material Adverse Effect. The real property listed in Section 3.25 of the Company Disclosure Schedule constitutes all of the real property owned, used or occupied by the Company or any of its subsidiaries as of the date hereof. The Company’s and each of its subsidiaries’ buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted). All of the material leases necessary in any material respect for the operation of their respective properties and assets, under pursuant to which the Company or any of its Subsidiaries holds any Property or assetssubsidiaries are a party are in good standing, real or personal, are valid, subsisting valid and enforceable and afford peaceful and undisturbed possession of the subject matter of the leaseeffective in accordance with their respective terms, and no material default by the Company or any of its Subsidiaries exists there is not under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending orleases, to the knowledge Company’s knowledge, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except where the Companylack of such good standing, threatened against validity and effectiveness or the Company existence of such default or any event of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which default would not reasonably be expected to have a Company Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementEffect.

Properties and Assets. The Company and its Subsidiaries have good --------------------- record and marketable fee title to (or, in the case of licensed Property, valid licenses to) all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as would have a Material Adverse Effect. All material current and proposed uses of such Property or assets of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.214.20, no condemnation proceeding is pending or, to the knowledge of the ------------- Company, threatened against the Company or any of its Subsidiaries. All Property and assets of any kind (real or personal, tangible or intangible) of the Company and its Subsidiaries are free from all Liens except for (ia) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect; (iib) Liens disclosed on Schedule 5.21 -------- 4.20 hereto; and (iiic) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents 4.20 ---- ------------- hereto, neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.

Properties and Assets. The Company SCHEDULE 4.1.14 hereto sets forth a complete and its Subsidiaries have good record and marketable fee title to correct list of (a) all real Property and all other Property and assets, whether tangible or intangible, property owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries. All of the leases necessary in a Subsidiary, (b) any material respect for the operation of their respective properties and assets, under lease pursuant to which the Company or any a Subsidiary is the lessee of its Subsidiaries holds any Property real property and (c) each item of tangible personal property used in or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession relating to the conduct of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment businesses of the Company and its Subsidiaries are that has been capitalized for accounting purposes. The Company and the Subsidiaries have (a) good and valid title to all of their respective personal property, including, without limitation, all those reflected in good repair and working order, the Financial Statements or acquired after the date of the Interim Balance Sheet (except for ordinary wear inventories and tearother assets sold or otherwise disposed of in the Ordinary Course of Business since such date), and (b) good and marketable title to all the real property listed in SCHEDULE 4.1.14 as owned by them, and valid leasehold interests in all real properties listed in SCHEDULE 4.1.14 as leased by them, in each case free and clear of all mortgages, liens, charges, encumbrances, easements, security interests or title imperfections other than (i) those reflected in the Financial Statements or listed in SCHEDULE 4.1.14 and (ii) those which do not, individually or in the aggregate, (x) materially interfere with the operation of their businesses as presently conducted or (y) otherwise have, or could reasonably be expected to have, a Material Adverse Effect. All material current The Company and proposed uses each Subsidiary enjoys peaceful and undisturbed possession under all real property leases under which it operates. The Company has not received written notice that the ownership or lease of such Property of real property by the Company and its the Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted use thereof, as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on presently used by the Company and its Subsidiaries on a consolidated basisthe Subsidiaries, violates any local zoning or similar land use laws or governmental regulations. Except as set forth on Schedule 5.21The Company has not received written notice of violation of or noncompliance with any covenant, no condition, restriction, order or easement affecting the real property owned or leased by the Company or the Subsidiaries. Neither the Company nor any Subsidiary has received written notice of condemnation proceeding is pending or, to or threatened condemnation affecting the knowledge of the Company, threatened against real property owned or leased by the Company or any of its SubsidiariesSubsidiary. All Property The Company has made available to Parent and Newco complete and correct copies of the Company lease agreements referred to in SCHEDULE 4.1.14. The personal property, equipment, plants, buildings, structures, facilities and its all other assets and properties that will be owned or leased by the Surviving Corporation and/or the Subsidiaries are free from at the Effective Time will include all Liens personal property, equipment, plants, buildings, structures, facilities and all other assets and properties necessary to permit the Surviving Corporation and each Subsidiary to conduct their respective businesses as presently conducted, except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except such changes as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementare permitted by SECTION 5.2.

Properties and Assets. The Company and its Subsidiaries subsidiaries --------------------- have good record and marketable fee valid title to all real Property and all other Property and assetsto, whether tangible or intangibleor, owned by them and reasonably necessary in the conduct case of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective leased properties and assets, under valid leasehold interests in, all of their tangible properties and assets, real and personal, used or held for use in their businesses located on their premises or shown on the consolidated balance sheet of the Company and its subsidiaries as of December 30, 2000 or acquired thereafter, free and clear of any Liens, except (i) as set forth in Section 4.20 of the Company Disclosure Schedule, (ii) Liens for taxes not yet due and payable for which adequate reserves, as applicable, have been established in the Company's financial statements in accordance with United States generally accepted accounting principles, (iii) Liens which do not, individually or in the aggregate, materially interfere with or materially impair the conduct of the business of the Company or any of its Subsidiaries holds subsidiaries and (iv) Liens which would not reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any Property or assetsof its subsidiaries owns any real property, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession except as set forth in Section 4.20 of the subject matter Company Disclosure Schedule. The real property listed in Section 4.20 of the leaseCompany Disclosure Schedule constitutes all of the real property owned, and no material default used or occupied by the Company or any of its Subsidiaries exists under any subsidiaries as of the provisions thereofdate hereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries Except as set forth in Section 4.20 of the Company SEC Documents Disclosure Schedule, the Company's and each Company subsidiary's buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted) and are fit for use in the Information Memorandum are permitted as ordinary course of right and no such Law interferes with such current or proposed usestheir respective business. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, all leases pursuant to which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property subsidiaries lease from others material amounts of real property are in full force and effect as to the Company in accordance with their respective terms, and its Subsidiaries are free from all Liens there is not under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of or by the Company, except for (i) Liens which where the lack of being in full force and effect or the existence of such default or event of default would not reasonably be expected to have a Company Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementEffect.

Properties and Assets. The Company (a) Schedule 2.12(a) sets forth a true, complete and its Subsidiaries have good record and marketable fee title to correct list of all real Property and all other Property and assets, whether tangible or intangible, property owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries. All any of the leases necessary in its Subsidiaries (including any material respect for the operation of their respective properties and assets, under real property subject to (i) an installment sale contract pursuant to which the Company or any of its Subsidiaries holds any Property will acquire fee simple title to the applicable real property upon compliance with the terms of such installment sale contract or assets(ii) a lease between the Company, as tenant, and a governmental agency, as landlord, in connection with bond financing pursuant to which the Company has an option to purchase the applicable real or personalproperty and which lease may be terminated by the Company, are validas tenant, subsisting and enforceable and afford peaceful and undisturbed possession upon payment of the subject matter of bonds (a “Bond Lease”)) (which real property, together with all appurtenances thereto, all Improvements thereon and all fixtures affixed thereto, collectively, the lease, “Owned Real Property”) and no material default all real property leased by the Company or and any of its Subsidiaries exists under any (which real property, together with all appurtenances thereto, all Improvements thereon and all fixtures affixed thereto, collectively, the “Leased Real Property”). The Company and each of its Subsidiaries, respectively, have (x) good and valid fee simple title (subject only to Permitted Liens or the terms of the provisions thereof. All buildings, machinery and equipment applicable installment sale contract or Bond Lease) to all of the Owned Real Property and good and valid title (subject only to Permitted Liens or the terms of the applicable installment sale contract or Bond Lease) to all inventories, furnishings, fixtures, vehicles, equipment, machinery, supplies and all other tangible personal property and Assets physically located at, or used in connection with, the Owned Real Property (other than the Leased Personalty) (collectively, the “Owned Personalty”), all of which is reflected on the Balance Sheet or which has been acquired since the Balance Sheet Date, and (y) valid and insurable leasehold interests and estates in the Leased Real Property and good and valid title (subject only to Permitted Liens) to all inventories, furnishings, fixtures, vehicles, equipment, machinery, supplies and all other tangible personal property and Assets physically located at, or used in connection with, the Leased Real Property (other than the Leased Personalty) (collectively, the “Other Personalty” and together with the Owned Personalty, collectively, the “Personalty”), all of which is reflected on the Balance Sheet or which has been acquired since the Balance Sheet Date. The Company and its the Subsidiaries hold title to the Owned Real Property and the Personalty and leasehold estates in the Leased Real Property which are, in each case, free and clear of all Liens except for: (1) Liens consisting of zoning or planning restrictions, easements, agreements, rights-of-way, covenants, permits and other restrictions or limitations on the use of real property or irregularities in title thereto appearing of record provided they do not materially impair the use of such property as it is presently used in the Ordinary Course of Business; (2) Liens for current Taxes not yet due and payable or which are being contested in good repair faith and working orderfor which appropriate reserves in accordance with GAAP have been created; (3) mechanic’s, except materialmen’s and similar Liens arising in the Ordinary Course of Business (including by operation of Law) which are not yet due and payable or which are being contested in good faith and for ordinary wear which appropriate reserves in accordance with GAAP have been created; (4) standard exceptions which would be contained in an ALTA Form extended coverage owner’s policy of title insurance (or the locally available form of title insurance policy, as applicable) relating to (A) laws, ordinances and tear. All governmental regulations, (B) police power and (C) eminent domain, in each instance, to the extent the same would not constitute a material current and proposed uses of such Property breach of the Company and its Subsidiaries as set forth in other representations made by the Company SEC Documents under this Agreement; (5) any Liens granted pursuant to or permitted under the Credit Facility and the Information Memorandum are permitted as of right Notes (including Liens for after-acquired collateral); and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in (6) any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as Liens set forth on Schedule 5.212.12(a)(6) hereto (collectively, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) “Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement”).

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to (or, in the case of licensed Property, valid licenses to) all real Property and all other Property and assets, whether tangible or intangibleProperty, owned by or licensed to them and reasonably necessary in the conduct of business of the Company or such Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personalProperty, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as would have a Material Adverse Effect. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.21SCHEDULE 3.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (ia) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect; (iib) Liens disclosed on Schedule 5.21 SCHEDULE 3.21 hereto; and (iiic) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents SCHEDULE 3.21 hereto, neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.

Properties and Assets. The Company and its Subsidiaries subsidiaries have good record and marketable fee valid title to all real Property and all other Property to, or, in the case of leased properties and assets, whether valid leasehold interests in, all of their material tangible properties and assets, real and personal, used or intangibleheld for use in their businesses located on their premises or shown on the consolidated balance sheet of the Company and its subsidiaries as of December 31, owned by them and reasonably necessary 2002 or acquired thereafter, except for such as are no longer used or useful in the conduct of their businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect, free and clear of any Liens, except (i) as set forth in Section 3.24 of the Company Disclosure Schedule, (ii) Liens for taxes not yet due and payable or which are otherwise being contested in good faith for which adequate reserves, as applicable, have been established in the Company’s financial statements in accordance with United States generally accepted accounting principles, (iii) Liens which do not, individually or in the aggregate, materially interfere with or materially impair the conduct of the business of the Company or such Subsidiariesany of its subsidiaries and (iv) Liens which would not reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries owns any real property, except as set forth in Section 3.24 of the Company Disclosure Schedule. The real property listed in Section 3.24 of the Company Disclosure Schedule constitutes all of the real property owned, used or occupied by the Company or any of its subsidiaries as of the date hereof. The Company’s and each of its subsidiaries’ buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted). All of the material leases necessary in any material respect for the operation of their respective properties and assets, under pursuant to which the Company or any of its Subsidiaries holds any Property or assetssubsidiaries are a party are in good standing, real or personal, are valid, subsisting valid and enforceable and afford peaceful and undisturbed possession of the subject matter of the leaseeffective in accordance with their respective terms, and no material default by the Company or any of its Subsidiaries exists there is not under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending orleases, to the knowledge Company’s knowledge, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except where the Companylack of such good standing, threatened against validity and effectiveness or the Company existence of such default or any event of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which default would not reasonably be expected to have a Company Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementEffect.

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to (or, in the case of licensed Property, valid licenses to) all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as would have a Material Adverse Effect. All material current and proposed uses of such Property or assets of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.21SCHEDULE 4.20, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property and assets of any kind (real or personal, tangible or intangible) of the Company and its Subsidiaries are free from all Liens except for (ia) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect; (iib) Liens disclosed on Schedule 5.21 SCHEDULE 4.20 hereto; and (iiic) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents SCHEDULE 4.20 hereto, neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis or on the Subsidiaries, individually. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and teartear that would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis or on the Subsidiaries, individually. All material current and proposed uses of such Property or assets of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right under all appropriate laws, regulation and ordinances and no such Law law, regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisbasis or on the Subsidiaries, individually. Except as set forth on Schedule 5.214.19, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property and assets of any kind (real or personal, tangible or intangible) of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisbasis or on the Subsidiaries, individually; and (ii) Liens disclosed on Schedule 5.21 4.19 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither Neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement. 4.20.

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to (or, in the case of licensed Property, valid licenses to) all real Property and all other Property and assets, whether tangible or intangible, owned by or licensed to them and reasonably necessary in the conduct of business of the Company or such Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as would have a Material Adverse Effect. All material current and proposed uses of such Property or assets of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.21SCHEDULE 4.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property and assets of any kind (real or personal, tangible or intangible) of the Company and its Subsidiaries are free from all Liens except for (ia) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect; (iib) Liens disclosed on Schedule 5.21 SCHEDULE 4.21 hereto; and (iiic) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents SCHEDULE 4.21 hereto, neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.

Properties and Assets. The Company Schedule 3.16 of the Seller Disclosure Schedule contains an accurate description (by subject leased real and its Subsidiaries immovable property, name of lessor, date of lease and term expiration date) of each real or immovable property lease, sublease or installment purchase arrangement to which Sellers are a party relating to the Business; and a list of all fixed assets used in the Business. No Seller owns any real property relating to the Business. Except for (1) items reflected in the Financial Statements, (2) exceptions to title that do not interfere materially with Sellers’ use and enjoyment of owned or leased real or immovable property, (3) Permitted Exceptions, (4) properties and assets sold or transferred in the ordinary course of business consistent with past practices since the Balance Sheet Date, and (5) items listed on Schedule 3.16 of the Seller Disclosure Schedule, Sellers have good record and marketable fee title to all real Property and all other Property and assets, whether tangible the assets relating the Business or intangible, reflected as owned by them and reasonably necessary in the conduct Financial Statements or acquired after the Balance Sheet Date free and clear of business all liabilities, obligations and Encumbrances. Xxxxx.xxx or such Xxxxx.xxx Subsidiary, in each case where it is a lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by it in connection with the Business, and there has not occurred under any such lease any material breach, violation or default by Xxxxx.xxx or such Xxxxx.xxx Subsidiary, and Xxxxx.xxx or such Xxxxx.xxx Subsidiary has not experienced any material uninsured damage or destruction with respect to such properties since the Balance Sheet Date. All properties and assets used by Sellers in connection with the Business are in good operating condition and repair (subject to ordinary wear and tear) suitable for immediate use in the ordinary course of the Company or such SubsidiariesBusiness and comply in all material respects with all Requirements of Laws relating thereto now in effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford Sellers enjoy peaceful and undisturbed possession under all leases for the use of all property relating to the subject matter Business under which any of them is the lessee, and all leases to which any Seller is a party are valid and binding obligations of such Seller, and to the Knowledge of Sellers, with respect to the respective third parties thereto, enforceable, in accordance with the terms thereof. None of Sellers are in material default with respect to any such lease, and there has occurred no default by any Sellers or event that with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. There are no Requirements of Laws, conditions of record, or other impediments, which interfere with the actual use by the Company or any Seller of its Subsidiaries exists under any of the provisions thereofproperty leased, or occupied by it in connection with the Business. All buildings, machinery leases of premises from which the Business is conducted and equipment of the Company and its Subsidiaries which are located in good repair and working order, except for ordinary wear and tearAustralia are registered. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.303

Properties and Assets. The Company (a) Schedule 2.12(a) sets forth a true, complete and its Subsidiaries have good record and marketable fee title to correct list of all real Property and all other Property and assets, whether tangible or intangible, property owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries. All any of the leases necessary in its Subsidiaries (including any material respect for the operation of their respective properties and assets, under real property subject to (i) an installment sale contract pursuant to which the Company or any of its Subsidiaries holds any Property will acquire fee simple title to the applicable real property upon compliance with the terms of such installment sale contract or assets(ii) a lease between the Company, as tenant, and a governmental agency, as landlord, in connection with bond financing pursuant to which the Company has an option to purchase the applicable real or personalproperty and which lease may be terminated by the Company, are validas tenant, subsisting and enforceable and afford peaceful and undisturbed possession upon payment of the subject matter of bonds (a “Bond Lease”)) (which real property, together with all appurtenances thereto, all Improvements thereon and all fixtures affixed thereto, collectively, the lease, “Owned Real Property”) and no material default all real property leased by the Company or and any of its Subsidiaries exists under any (which real property, together with all appurtenances thereto, all Improvements thereon and all fixtures affixed thereto, collectively, the “Leased Real Property”). The Company and each of its Subsidiaries, respectively, have (x) good and valid fee simple title (subject only to Permitted Liens or the terms of the provisions thereof. All buildings, machinery and equipment applicable installment sale contract or Bond Lease) to all of the Owned Real Property and good and valid title (subject only to Permitted Liens or the terms of the applicable installment sale contract or Bond Lease) to all inventories, furnishings, fixtures, vehicles, equipment, machinery, supplies and all other tangible personal property and Assets physically located at, or used in connection with, the Owned Real Property (other than the Leased Personalty) (collectively, the “Owned Personalty”), all of which is reflected on the Balance Sheet or which has been acquired since the Balance Sheet Date, and (y) valid and insurable leasehold interests and estates in the Leased Real Property and good and valid title (subject only to Permitted Liens) to all inventories, furnishings, fixtures, vehicles, equipment, machinery, supplies and all other tangible personal property and Assets physically located at, or used in connection with, the Leased Real Property (other than the Leased Personalty) (collectively, the “Other Personalty” and together with the Owned Personalty, collectively, the 37 “Personalty”), all of which is reflected on the Balance Sheet or which has been acquired since the Balance Sheet Date. The Company and its the Subsidiaries hold title to the Owned Real Property and the Personalty and leasehold estates in the Leased Real Property which are, in each case, free and clear of all Liens except for: (1) Liens consisting of zoning or planning restrictions, easements, agreements, rights-of-way, covenants, permits and other restrictions or limitations on the use of real property or irregularities in title thereto appearing of record provided they do not materially impair the use of such property as it is presently used in the Ordinary Course of Business; (2) Liens for current Taxes not yet due and payable or which are being contested in good repair faith and working orderfor which appropriate reserves in accordance with GAAP have been created; (3) mechanic’s, except materialmen’s and similar Liens arising in the Ordinary Course of Business (including by operation of Law) which are not yet due and payable or which are being contested in good faith and for ordinary wear which appropriate reserves in accordance with GAAP have been created; (4) standard exceptions which would be contained in an ALTA Form extended coverage owner’s policy of title insurance (or the locally available form of title insurance policy, as applicable) relating to (A) laws, ordinances and tear. All governmental regulations, (B) police power and (C) eminent domain, in each instance, to the extent the same would not constitute a material current and proposed uses of such Property breach of the Company and its Subsidiaries as set forth in other representations made by the Company SEC Documents under this Agreement; (5) any Liens granted pursuant to or permitted under the Credit Facility and the Information Memorandum are permitted as of right Notes (including Liens for after-acquired collateral); and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in (6) any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as Liens set forth on Schedule 5.212.12(a)(6) hereto (collectively, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) “Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement”).

Properties and Assets. The Company and its Subsidiaries subsidiaries have good record and marketable fee valid title to all real Property and all other Property and assetsto, whether tangible or intangibleor, owned by them and reasonably necessary in the conduct case of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective leased properties and assets, under valid leasehold interests in, all of their tangible properties and assets, real and personal, used or held for use in their businesses located on their premises or shown on the consolidated balance sheet of the Company and its subsidiaries as of December 30, 2000 or acquired thereafter, free and clear of any Liens, except (i) as set forth in Section 4.20 of the Company Disclosure Schedule, (ii) Liens for taxes not yet due and payable for which adequate reserves, as applicable, have been established in the Company's financial statements in accordance with United States generally accepted accounting principles, (iii) Liens which do not, individually or in the aggregate, materially interfere with or materially impair the conduct of the business of the Company or any of its Subsidiaries holds subsidiaries and (iv) Liens which would not reasonably be expected to result in a Company Material Adverse Effect. Neither the Company nor any Property or assetsof its subsidiaries owns any real property, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession except as set forth in Section 4.20 of the subject matter Company Disclosure Schedule. The real property listed in Section 4.20 of the leaseCompany Disclosure Schedule constitutes all of the real property owned, and no material default used or occupied by the Company or any of its Subsidiaries exists under any subsidiaries as of the provisions thereofdate hereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries Except as set forth in Section 4.20 of the Company SEC Documents Disclosure Schedule, the Company's and each Company subsidiary's buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted) and are fit for use in the Information Memorandum are permitted as ordinary course of right and no such Law interferes with such current or proposed usestheir respective business. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, all leases pursuant to which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property subsidiaries lease from others material amounts of real property are in full force and effect as to the Company in accordance with their respective terms, and its Subsidiaries are free from all Liens there is not under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of or by the Company, except for (i) Liens which where the lack of being in full force and effect or the existence of such default or event of default would not reasonably be expected to have a Company Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementEffect.

Properties and Assets. The Company Each of Borrower and each Subsidiary thereof has good and valid title to, or valid leasehold interests in, all of its Subsidiaries have good record assets and marketable fee title to all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business properties. Except for (a) as of the Company or Effective Date, the nonstandard exceptions to the title assurances received by the Lender pursuant to Section 5.1(g) hereof and for the Lien of the Credit Agricole Loan Documents, and (b) thereafter Permitted Liens, there are no Liens on any Collateral. Without limiting the generality of the foregoing, the Debtors own, free and clear of all Liens (other than Permitted Liens) overlying groundwater rights and other Water Rights to receive water on the real property Collateral that are appurtenant to such Subsidiariesreal property Collateral. Each Debtor has the right to, and does, enjoy peaceful and undisturbed possession under all leases under which it is leasing property. All of the such leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable in full force and afford peaceful effect, and undisturbed possession none of such leases is in default. Schedule 3.16 sets forth, with respect to Borrower and each Subsidiary of Borrower, as of the subject matter date of this Agreement, a complete and correct list of (a) each Patent and Trademark; (b) all tradenames under which such Person currently conducts, or has within the last five (5) years conducted, business; (c) the addresses of all locations at which such Person conducts any portion of its business; (d) all real property owned or leased by such Person (as lessor or lessee) and indicating on which parcels such Person grows, or intends to grow, crops and the Borrower's Ranch number therefor; (e) all Investments of such Person, and (f) all insurance policies under which such Person is either a loss payee or an additional insured. Borrower has heretofore delivered to Lender a schedule of all Marketing Agreements to which any such Person is a party as of the leasedate of this Agreement, including, with respect to each such Marketing Agreement, the names of the parties thereto, the crops and number of acres to which it applies, the term and payment terms thereof, the date by which such Marketing Agreement must be renewed or replaced by a new Marketing Agreement with the Grower party thereto with respect to the next succeeding crop cycle, and no material default by the Company or any of its Subsidiaries exists under any percentage of the provisions thereoftotal units of produce projected to be sold by Borrower under Marketing Agreements during the fiscal year ending December 31, 1996 represented by such Marketing Agreement. All buildings, machinery Borrower's chief executive office and equipment chief place of business is located at the Company and its Subsidiaries are in good repair and working order, except address for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as notices set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementSection 7.1 hereof.

Properties and Assets. The Company Each of ABI and its Subsidiaries have has good record and marketable fee title or leasehold title, as the case may be, to all real Property of its respective assets and properties that it purports to own or lease, including without limitation all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary those reflected in the conduct ABI Most Recent Balance Sheet (except for properties or assets sold, consumed, or otherwise disposed of in the ordinary course of business since the date of the Company or such Subsidiaries. All ABI Most Recent Balance Sheet), all free and clear of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect Liens on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company ABI's or any of its Subsidiaries' interest therein. All Property such properties and assets are in good condition and repair, reasonable wear-and-tear excepted, and are, and as of the Company Closing Date will be, adequate and sufficient to carry on the business of ABI and its Subsidiaries are free from as presently conducted. To ABI's knowledge, Schedule 7.10 of the ABI Disclosure Schedule sets forth a complete and correct list of all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company capital assets of ABI and its Subsidiaries. Neither ABI nor any of its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liensowns any real property. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company Neither ABI nor any of its Subsidiaries has signed received any material financing statementnotice that either the whole or any portion of any real property leased by it is to be condemned, as debtor or lesseerequisitioned, or otherwise taken by any security agreement authorizing public authority or is to be the subject of any secured party public improvements that may result in special assessments against or otherwise affect such real property. Schedule 7.10 of the ABI Disclosure Schedule sets forth a complete and correct description of all leases of real property to which ABI or its Subsidiaries is a party. Complete and correct copies of all such leases have been delivered to the Company. Each such lease is valid and subsisting and no event or condition exists that constitutes, or after notice or lapse of time or both could constitute, a default thereunder by ABI or any of its Subsidiaries, or to file the best of ABI's knowledge, any other person. The leasehold interests of ABI and each of its Subsidiaries are subject to no Lien, and ABI and its Subsidiaries are in quiet possession of the properties covered by such financing statementleases.

Properties and Assets. The Company and its Subsidiaries have good record and marketable fee title to, valid leasehold interests in, or the legal right to use, and hold free and clear of all real Property Liens and Encumbrances, all other Property and of the assets, whether tangible or intangible, owned by them properties and reasonably necessary leasehold interests reflected in the conduct Financial Statements (the “Assets”), except for those sold or otherwise disposed of since the date of the Financial Statements in the ordinary course of business consistent with past practice and not in violation of the Company or such Subsidiariesthis Agreement, and except for Permitted Encumbrances. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment Assets of the Company and its Subsidiaries that are material to the operations of their respective businesses are in good repair operating condition and working orderrepair, except for ordinary subject to normal wear and tear. All The Company and its Subsidiaries have delivered to Parent or otherwise made available, correct and complete copies of all leases, subleases and other material current and proposed uses of such Property agreements or other material instruments relating to all real property used in conducting the businesses of the Company and its the Subsidiaries as set forth in to which the Company SEC Documents and or the Information Memorandum Subsidiaries is a party (collectively, the “Real Property”), all of which are permitted as of right and identified on Schedule 3.7. There are no such Law interferes with such current or proposed uses. To pending or, to the knowledge Knowledge of the CompanyCompany or any of the Subsidiaries, there is no pending or formally proposed change in threatened condemnation proceedings relating to any such Laws, which would have a Material Adverse Effect on of the Company and its Subsidiaries on a consolidated basisReal Property. Except as set forth on Schedule 5.213.7, no condemnation proceeding is pending or, to the knowledge none of the Companyreal property improvements (including leasehold improvements), threatened against equipment and other Assets owned or used by the Company or its Subsidiaries is subject to any of its Subsidiaries. All Property commitment or other arrangement for their sale or use by any Affiliate of the Company or its Subsidiaries, or by third parties. To the Knowledge of the Principal Shareholder, the Company’s leased real estate is free and its Subsidiaries are free from all Liens except for (i) Liens clear of any zoning or use or building restriction or any pending, proposed or threatened zoning or use or building restriction which would not have a Material Adverse Effect on interfere with the present or any intended use by the Company of any of such leased real estate. Such leases are valid and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; binding and (iii) Permitted Liens. Except in full force and effect, and the Company is not in default thereunder as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither payment of rent or otherwise. The consummation of the Company nor transactions contemplated by this Agreement will not constitute an event of default under any of its Subsidiaries has signed any material financing statementsaid leases and the continuation, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any validity and effectiveness of such financing statementleases will not be adversely affected by the transactions contemplated by this Agreement.

Properties and Assets. The Company SCHEDULE 4.15 hereto sets forth a complete and its Subsidiaries have good record and marketable fee title to correct list of (a) all real Property and all other Property and assets, whether tangible or intangible, property owned by them the Company, (b) any lease pursuant to which the Company is the lessee of real property and reasonably necessary (c) each item of tangible personal property used in or relating to the conduct of the business of the Company that has been capitalized for accounting purposes. The Company has (a) good and valid title to all of its personal assets and property, including, without limitation, all those listed on SCHEDULE 4.15, reflected in the Interim Financials or such Subsidiaries. All acquired after the date of the leases necessary Interim Balance Sheet (except for inventories and other assets sold or otherwise disposed of in any material respect for the Ordinary Course of Business since such date), and (b) good and marketable title to all the real property listed in SCHEDULE 4.15 as owned by it, and valid leasehold interests in all real properties listed in SCHEDULE 4.15 as leased by it, in each case free and clear of all Encumbrances other than (i) those reflected in the Interim Financials or listed in SCHEDULE 4.15 and (ii) those which do not, individually or in the aggregate, (x) materially interfere with the operation of their respective properties and assetsits business as presently conducted or (y) otherwise have, under which the or could reasonably be expected to have, a Material Adverse Effect. The Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford enjoys peaceful and undisturbed possession under all real property leases under which it operates. The Company has not received written notice that the ownership or lease of the subject matter of the lease, and no material default real property by the Company and the use thereof, as presently used by the Company, violates any local zoning or similar land use laws or governmental regulations. The Company has not received written notice of violation of or noncompliance with any covenant, condition, restriction, order or easement affecting the real property owned or leased by the Company. The Company has not received written notice of its Subsidiaries exists under any condemnation or threatened condemnation affecting the real property owned or leased by it. The Company has made available to the Purchaser complete and correct copies of the provisions thereoflease agreements referred to in SCHEDULE 4.15. All The personal property, equipment, plants, buildings, machinery structures, facilities and equipment of all other assets and properties that will be owned or leased by the Company after the Closing Date will include all personal property, equipment, plants, buildings, structures, facilities and all other assets and properties necessary to permit the Company to conduct its Subsidiaries are in good repair and working orderbusiness as presently conducted, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries changes as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementby SECTION 6.2.

Properties and Assets. (a) The Company and its Subsidiaries have good record own --------------------- no real property. Section 5.14(a)(i) of the Disclosure Letter sets forth a complete and marketable fee title correct list of all leases, subleases and assignments pursuant to all which SNKR Holding Corp. or the Company leases real Property property and all amendments, guarantees and other documents related thereto (collectively, the "Real Property ------------- Leases"; as used herein, the term "lease" shall be deemed to include, without ------ limitation, all Real Property Leases). True and assetscorrect copies of all Real Property Leases have previously been delivered to the Purchaser. There is no real or tangible personal property used in, whether tangible necessary for or intangible, owned by them and reasonably necessary in material to the conduct of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth currently conducted consistent with prior practice, other than the Real Property and the personal property listed in Section 5.14(a) of the Disclosure Letter. The Company or its Subsidiaries has good and marketable title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in Section 5.14(a)(i) of the Disclosure Letter or on the Balance Sheet (except for personal property sold since the date of the Balance Sheet in the Company SEC Documents ordinary course of business and the Information Memorandum are permitted as of right and no such Law interferes consistent with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basispast practices). Except as set forth on Schedule 5.21, no condemnation proceeding is pending orin Section 5.14(a)(ii) of the Disclosure Letter, to the knowledge Knowledge of the Company, threatened against all properties and assets reflected in Section 5.14(a)(i) of the Disclosure Letter or on the Balance Sheet (including the leasehold interests of the Company or any of its Subsidiaries. All , as applicable, under the Real Property of the Company and its Subsidiaries Leases) are free from and clear of all Liens Liens, except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and in Section 5.14(a)(iii) of the Disclosure Letter, the leasehold interests of the Company or its Subsidiaries, as applicable, are not subordinate to any superior leases or mortgages except as entered into pursuant to the Transaction Documents neither extent that Non- Disturbance Agreements in favor of the Company nor any of or its Subsidiaries has signed any material financing statementas applicable, have been executed and delivered by the holders of each such superior lease and mortgage. As used herein, "Non-Disturbance Agreement" shall ------------------------- mean an agreement providing for the continued occupancy of the applicable leasehold premises notwithstanding the termination of a superior lease, the foreclosure of a mortgage or a similar occurrence, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementapplicable.

Properties and Assets. The Company Schedule 2.1.7 sets forth a complete and its Subsidiaries have good record correct list, as of the date hereof, of all real property leased by any member of the BHC Group, including the names of each of the parties to the applicable lease, the location of the applicable property and marketable fee the applicable lease documents. None of the members of the BHC Group owns any real property. Each member of the BHC Group has valid title to all real Property and all other Property and assets, whether tangible or intangible, material personal property owned by them it, and reasonably necessary valid leasehold interests in all real and material personal property leased by it, in each case free and clear of all Liens, except (i) Liens specified in Schedule 2.1.7 or reflected in the conduct BHC Financial Statements, (ii) Liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on its books in accordance with GAAP, (iii) statutory Liens incurred in the ordinary course of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective properties consistent with past practices that have not had and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would could not reasonably be expected to have a Material Adverse Effect on the Company BHC Group and its Subsidiaries on (iv) Liens which do not materially detract from the value or materially interfere with the use of the properties affected thereby (the exceptions described in the foregoing clauses (i), (ii), (iii) and (iv) being referred to collectively as “BHC Permitted Encumbrances”). Schedule 2.1.7 sets forth a consolidated basislist of each Lease under which any member of the BHC Group is a lessee as to which the consummation by Seller of the transactions contemplated hereby would result in a violation of, loss of rights or default under or constitute an event creating rights of acceleration, termination or cancellation under such Lease. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, The Leases are the only documents between the parties thereto with respect to the knowledge of the Company, threatened against the Company subject matter thereof. No lessor or lessee under any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for real property Lease has exercised any right to (i) Liens which would not have a Material Adverse Effect on cancel such Lease or shorten or lengthen the Company and its Subsidiaries on a consolidated basis; term thereof, (ii) Liens disclosed on Schedule 5.21 hereto; and lease additional premises, (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to reduce, relocate or expand the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lesseepremises demised by such Lease, or (iv) purchase any property. No portion of any security agreement authorizing deposit has been applied and the landlord is holding the full amount of any secured party security deposit required under the applicable Lease. All rent, fees and other payments due under each Lease have been fully paid. Each Lease was negotiated at arms’-length and the tenant and landlord thereunder to file any such financing statementare not affiliated. Each premises demised by a Lease is in good condition and repair. The real property demised by the Leases is the only real property necessary for the business of the members of the BHC Group and no member of the BHC Group uses or occupies other real property other than the Denver Leases.

Properties and Assets. The Company Arbor Assets are all of the assets and its Subsidiaries have known or contingent liabilities of Arbor as of the date hereof. Arbor does not own any real property nor is it a party to any contract for the purchase, sale, or development of real estate. Arbor has provided to TeleBanc a true, correct and complete copy of each real property lease, sublease, or similar agreement to which Arbor is a party. Except for (a) items reflected in the audited financial statements of Arbor as of December 31, 1995, (b) exceptions to title that do not interfere materially with Arbor's use and enjoyment of leased real property (other than real property acquired through foreclosure or a transaction in lieu of foreclosure), (c) liens for current real estate taxes not yet delinquent, or being contested in good record faith, properly reserved against (and marketable fee reflected on the financial statements referred to in Section 4.6 below) and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practice since December 31, 1995, Arbor has good title to all real Property and all other Property its properties and assets, including the properties and assets reflected in the Schedule A of Arbor Assets, whether real, personal, tangible or intangible, owned free and clear of all liens, claims, charges and other encumbrances. Arbor, as lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by them it, and reasonably necessary in there has not occurred under any such lease any breach, violation or default except with respect to deductibles under insurance policies that comply with the conduct requirements of business of the Company Section 4.10, and Arbor has not experienced any uninsured damage or destruction with respect to such Subsidiariesproperties since December 31, 1995. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford Arbor enjoys peaceful and undisturbed possession under all leases for the use of real or tangible personal property under which it is the subject matter of the leaselessee, and no all leases to which Arbor is a party are valid and enforceable in all material default respects in accordance with the terms thereof except as may be limited by the Company bankruptcy, insolvency, moratorium or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto other similar laws affecting creditors' rights and except as entered into pursuant may be limited by the exercise of judicial discretion in applying principles of equity. Arbor is not in default with respect to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementlease.

Properties and Assets. The Except for (a) items reflected in Company’s consolidated financial statements as of March 31, 2014 referred to in Section 3.6, (b) the standard or pre-printed exclusions from coverage in any owner’s policy of title insurance and easements, covenants, restrictions, reservations, rights-of-way and other similar matters of record as of the date of this Agreement which do not interfere materially with Company’s or any Company Subsidiary’s use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.6), (d) such matters as would be disclosed by a current and accurate survey and inspection of the property, but to the Knowledge of the Company, no such matters exist that would interfere with the current use of such property, (e) zoning permits, ordinances and regulations affecting the property, as to which Company has not received notice of non-compliance from any Governmental Entity, and (f) items listed in Section 3.16 of the Company Disclosure Schedules, Company and its Subsidiaries each Company Subsidiary have good record and, as to owned real property, marketable and marketable fee insurable title to all real Property and all other Property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such Subsidiaries. All of the leases necessary in any material respect for the operation of their respective properties and assets, free and clear of all liens, claims, charges and other encumbrances. Company and each Company Subsidiary, as lessee, have the right under which valid and subsisting leases to occupy, use and possess all property leased by them, and neither Company nor any Company Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since March 31, 2014. To the Knowledge of the Company, all properties and assets used by Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable each Company Subsidiary comply in all material respects with all Laws relating thereto now in effect. Company and afford each Company Subsidiary enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are lessees, and, to the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and no such Law interferes with such current or proposed uses. To the knowledge Knowledge of the Company, there all leases to which Company is no pending or formally proposed change a party are valid and binding obligations in accordance with the terms thereof. Neither Company nor any Company Subsidiary is in material default with respect to any such Lawslease, which would have a Material Adverse Effect on the and there has occurred no default by Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or any Company Subsidiary or, to the knowledge Knowledge of the Company, threatened against event which with the Company lapse of time or any the giving of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lesseenotice, or any security agreement authorizing any secured party thereunder to file both, would constitute a material default under any such financing statementlease.

Properties and Assets. The Company (a) Section 5.8(a) of the Parent Disclosure Schedule sets forth a complete and its Subsidiaries have good record and marketable fee title to accurate list of all real Property and all other Property physical properties and assets, whether tangible in each case with a fair market value in excess of $100,000, that are owned, leased or intangibleused by any Acquired Company as of the date hereof. With respect to physical properties and assets that an Acquired Company purports to own, except as set forth on Section 5.8(a) of the Parent Disclosure Schedule, such Acquired Company has good and marketable title to such properties and assets free and clear of all Liens other than Permitted Liens. With respect to physical properties and assets that are leased by an Acquired Company, such Acquired Company has a valid leasehold interest in such properties and assets free and clear of all Liens, other than Permitted Liens. The Acquired Companies own, lease under valid leases or otherwise have all necessary right to use all physical properties or assets necessary for the conduct of their business as currently conducted or as presently proposed to be conducted by the Acquired Companies. No physical properties or assets related to or used by any Acquired Company are owned or leased by any Seller or any Affiliate of any Seller or any Acquired Company (other than another Acquired Company) or, except as set forth on Section 5.8(a) of the Parent Disclosure Schedule, any portfolio company of Oak. The execution and delivery of this Agreement and the Ancillary Agreements contemplated hereby, and the consummation of the Contemplated Transactions will not adversely affect or otherwise impair the ability of the Acquired Companies to use, and fully to enjoy the benefits of all of, the physical properties and assets which are currently employed, owned or leased by them and reasonably any of the Acquired Companies or necessary in the conduct of their business and immediately upon consummation of the Company or such Subsidiaries. All of Contemplated Transactions, the leases necessary in any material respect for Acquired Companies will be entitled to continue to use all the operation of their respective physical properties and assetsassets which are currently employed, under which the Company owned or any of its Subsidiaries holds any Property or assetsleased, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries are in good repair and working order, except for ordinary wear and tear. All material current and proposed uses of such Property of the Company and its Subsidiaries as set forth Acquired Companies or necessary in the Company SEC Documents and the Information Memorandum are permitted as conduct of right and no such Law interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Laws, which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis. Except as set forth on Schedule 5.21, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property of the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementtheir business.

Properties and Assets. The Company Graphite and its Subsidiaries have good record and marketable fee title to, valid leasehold interests in, or the legal right to use, and hold free and clear of all real Property Liens and Encumbrances, all other Property and of the assets, whether tangible or intangible, owned by them properties and reasonably necessary leasehold interests reflected in the conduct Financial Statements (the "Assets"), except for those sold or otherwise disposed of since the date of the Financial Statements in the ordinary course of business consistent with past practice and not in violation of the Company or such Subsidiariesthis Agreement. All Assets of Graphite and its Subsidiaries that are used in the leases necessary in any material respect for the operation operations of their respective properties and assets, under which the Company or any of its Subsidiaries holds any Property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists under any of the provisions thereof. All buildings, machinery and equipment of the Company and its Subsidiaries businesses are in good repair operating condition and working orderrepair, except for ordinary subject to normal wear and tear. All material current and proposed uses of such Property of the Company Graphite and its Subsidiaries as set forth have delivered to BPK or otherwise made available, correct and complete copies of all leases, subleases and other material agreements or other material instruments relating to all real property used in conducting the Company SEC Documents businesses of Graphite and the Information Memorandum Subsidiaries to which Graphite or the Subsidiaries is a party (collectively, the "Real Property"), all of which are permitted as of right and identified on Schedule 3.7. There are no such Law interferes with such current pending or, to Graphite's or proposed uses. To the knowledge any of the CompanySubsidiaries' knowledge, there is no pending or formally proposed change in threatened condemnation proceedings relating to any such Laws, which would have a Material Adverse Effect on of the Company and its Subsidiaries on a consolidated basisReal Property. Except as set forth on Schedule 5.213.7, no condemnation proceeding none of the real property improvements (including leasehold improvements), equipment and other Assets owned or used by Graphite or its Subsidiaries is pending orsubject to any commitment or other arrangement for their sale or use by any Affiliate of Graphite or its Subsidiaries, or by third parties. To the Knowledge of each Principal Shareholder, the leased real estate is free and clear of any zoning or use or building restriction or any pending, proposed or threatened zoning or use or building restriction which would interfere with the present or any intended use by Graphite of any of such leased real estate. Said leases are valid and binding and in full force and effect, and Graphite is not in default thereunder as to the knowledge payment of rent or otherwise. The consummation of the Company, threatened against the Company or transactions contemplated by this Agreement will not constitute an event of default under any of its Subsidiaries. All Property said leases and the continuation, validity and effectiveness of such leases will not be adversely affected by the Company and its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statementtransactions contemplated by this Agreement.

Properties and Assets. The Company and each of its Subsidiaries have good record and marketable fee title to all real Property property and all other Property property and assets, whether tangible or intangible, owned by them and reasonably necessary in the conduct of business of the Company or such and each of its Subsidiaries, except defects in title which do not and will not have a Material Adverse Effect. All of the leases necessary in any material respect for the operation of their respective properties and assets, under which the Company or any and each of its Subsidiaries holds any Property property or assets, real or personal, are valid, subsisting and enforceable and afford peaceful and undisturbed possession of the subject matter of the lease, and no material default by the Company or any of its Subsidiaries exists exist under any of the provisions thereof. All buildings, machinery and equipment of the Company and each of its Subsidiaries are in good repair and working order, except for ordinary wear and tear, and except as would have a Material Adverse Effect. All material current and proposed uses of such Property property or assets of the Company and each of its Subsidiaries as set forth in the Company SEC Documents and the Information Memorandum are permitted as of right and and, to the knowledge of the Company, no such Law regulation or ordinance interferes with such current or proposed uses. To the knowledge of the Company, there is no pending or formally proposed change in any such Lawslaws, regulations and ordinances which would have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basisEffect. Except as set forth on Schedule 5.21SCHEDULE 4.20, no condemnation proceeding is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries. All Property property and assets of any kind (real or personal, tangible or intangible) of the Company and each of its Subsidiaries are free from all Liens except for (i) Liens which would not have a Material Adverse Effect disclosed on the Company SCHEDULE 4.20 hereto and its Subsidiaries on a consolidated basis; (ii) Liens disclosed on Schedule 5.21 hereto; and (iii) Permitted Liens. Except as set forth on Schedule 5.21 hereto and except as entered into pursuant to the Transaction Documents neither the Company nor any of its Subsidiaries has signed any material financing statement, as debtor or lessee, or any security agreement authorizing any secured party thereunder to file any such financing statement.