Common use of Properties and Assets Clause in Contracts

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS and each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS and each FICS Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' S1's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' S1's or any FICS S1 Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS S1 and each FICS S1 Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS S1 and each FICS S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS S1 nor any FICS S1 Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS S1 and each FICS S1 Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS S1 and each FICS S1 Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS S1 or any FICS S1 Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS S1 nor any FICS S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS S1 or any FICS S1 Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICSS1, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS S1 or any FICS S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS SKAN Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS SKAN and each FICS SKAN Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS SKAN or any FICS SKAN Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS SKAN or any FICS SKAN Subsidiary is a party; and (iv) all items of FICS' SKAN's or any FICS SKAN Subsidiary's tangible personal property and equipment with a book value of $50,000 10,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' SKAN's consolidated financial statements as of December 31, 1998 1997 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' SKAN's or any FICS SKAN Subsidiary's use and enjoyment of owned or leased real propertyproperty (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 3.5 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981997, and (e) items listed in Section 3.14 3.17 of the FICS SKAN Disclosure Schedule, FICS SKAN and each FICS SKAN Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS SKAN and each FICS SKAN Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS SKAN nor any FICS SKAN Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981997. All properties and assets used by FICS SKAN and each FICS SKAN Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS SKAN and each FICS SKAN Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS SKAN or any FICS SKAN Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS SKAN nor any FICS SKAN Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS SKAN or any FICS SKAN Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other known impediments which interfere with the intended use by FICS SKAN or any FICS SKAN Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property, including a description and identification of location, property owned by FICS Empire and each FICS Subsidiaryits Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Empire or any FICS Subsidiary of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Empire or any FICS Subsidiary of its Subsidiaries is a party; and (iv) all items of FICS' Empire's or any FICS Subsidiary's of its Subsidiaries' tangible personal property and equipment with a net book value of $50,000 10,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' Empire's consolidated financial statements as of December 31, 1998 2001 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' Empire's or any FICS Subsidiary's of its Subsidiaries' use and enjoyment of owned or leased real propertyproperty (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 3.5 above)against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19982001, and (e) items listed in Section 3.14 3.17 of the FICS Empire Disclosure Schedule, FICS Empire and each FICS Subsidiary its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. FICS Empire and each FICS Subsidiaryits Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS Empire and each FICS Subsidiary its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and and, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Empire and each FICS Subsidiary its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS Empire or any FICS Subsidiary of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither FICS Empire nor any FICS Subsidiary of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by FICS Empire or any FICS Subsidiary of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of FICSEmpire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by FICS Empire or any FICS Subsidiary of its Subsidiaries of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Village Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Village and each FICS Village Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Village or any FICS Village Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Village or any FICS Village Subsidiary is a party; and (iv) all individual items of FICS' Village's or any FICS Village Subsidiary's tangible personal property and equipment with a book value of $50,000 25,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' Village's consolidated financial statements as of December 31, 1998 1997 referred to in Section 3.5 3.6(a) hereof, (b) exceptions to title that do not interfere materially with FICS' Village's or any FICS Village Subsidiary's use and enjoyment of owned or leased real propertyproperty (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 3.5 3.6(a) above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981997, (e) exceptions set forth in a related title policy or lease, and (ef) items listed in at Section 3.14 3.17 of the FICS Village Disclosure Schedule, FICS Village and each FICS Village Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Village as of December 31, 1997, free and clear of all liens, claims, charges and other encumbrances. FICS Village and each FICS Village Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and there has not occurred under any such lease any breach, violation or default by Village or Village Bank, and neither FICS Village nor any FICS Village Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981997. All properties and assets used by FICS material to Village and each FICS Village Subsidiary are in good such operating condition and repair that they are suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS Village nor any FICS Village Subsidiary is in material default with respect to any such lease, except for such defaults as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on Village or the Village Subsidiaries or materially impair their ability to consummate the transactions contemplated by this Agreement, and there has occurred no default by FICS Village or any FICS Subsidiary Village Bank or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), (d) Other than properties and assets sold or transferred disposed of in the ordinary course of business consistent with past practices since December 31and except as would not reasonably be expected to have a Linkage Material Adverse Effect, 1998, Linkage and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS and each FICS Subsidiary its Group Companies have good and, as to owned real property, marketable and insurable valid title to all of their respective properties, interests in tangible properties and assets, real and personal, reflected on the Linkage Most Recent Balance Sheet or acquired since September 30, 2009, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, or, in the case of properties in the PRC, the legal right, power and authority to use and operate such properties, in each case free and clear of all liensEncumbrances, claimsother than (i) Encumbrances for Taxes that are not yet due and payable or Encumbrances for Taxes being contested in good faith by an appropriate proceeding for which adequate reserves have been established, charges (ii) any mechanics Encumbrance or similar Encumbrance for labor, materials or supplies incurred in the ordinary course of business for amounts that are not delinquent, (iii) any Encumbrance (other than those relating to Taxes, mechanics Encumbrances or similar Encumbrance for labor, materials or supplies) that may arise by operation of law, and (iv) any Encumbrance that individually, or when aggregated with any other encumbrancesEncumbrances, is not material (“Permitted Encumbrances”). (b) There is no real property owned by Linkage or any of its Group Companies. FICS All leases for leased real property of Linkage as of the date hereof are listed in Section 2.13(b) of the Linkage Disclosure Schedule and each FICS Subsidiaryare in full force and effect, as lessees, have the right under are valid and subsisting leases to occupy, use and possess all property leased by themeffective in accordance with their respective terms, and neither FICS nor there is not, under any FICS Subsidiary of such leases, any existing material default (or event which with notice or the lapse of time, or both, would constitute a material default) that would give rise to a claim thereunder. Since December 31, 2008, none of the leases listed in Section 2.13(b) of the Linkage Disclosure Schedule has experienced any material uninsured damage been materially amended or destruction modified and (A) with respect to any leases with Affiliates of any Linkage Party, there is no expectation on the part of such properties since Linkage Party or (B) with respect to all other leases, no Linkage Party has received notice: that any such leases will be materially amended or modified within two (2) years following the Closing (including without limitation with respect to rental rates, leased space, rental terms, etc.). Since December 31, 19982008, no termination notice has been served by Linkage or any of its Group Companies or any landlord. All properties The premises leased pursuant to the leases listed in Section 2.13(b) have not been subleased by Linkage or its applicable Group Company. Linkage is currently in compliance in all material respects with all obligations under the leases listed in Section 2.13(b) of the Linkage Disclosure Schedule, including without limitation the payment of all rents and assets service charges. (c) The facilities, property and equipment owned, leased or otherwise used by FICS Linkage or any of its Group Companies are in a good state of maintenance and each FICS Subsidiary are repair, free from material defects and in good operating condition (subject to normal wear and repair tear), and suitable for the purposes for which they are currently utilized and comply used, except, in all material respects with all Laws relating thereto now each case, as would not reasonably be expected to result in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any Linkage Material Adverse Effect. (d) None of the property owned, leased, assets of Linkage and its Group Companies constitute state-owned assets nor was any material portion of the business or occupied by themassets of Linkage and its Group Companies acquired in a transaction or transactions that required approval from the SASAC.

Properties and Assets. None of Edify, Edify Holding or any of the FICS Subsidiaries owns any real property. Section 3.14 of the Edify Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Edify, Edify Holding or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (ivii) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment owned by Edify, Edify Holding or any Subsidiary with a book value of $50,000 100,000 or more or having any annual lease payment of $50,000 100,000 or more; and (iii) those computer servers described on Section 3.14 of the Edify Disclosure Schedule. Except for (a) items liens, claims, charges and other encumbrances reflected in FICS' consolidated financial statements as of December 31, 1998 the Financial Statements referred to in Section 3.5 hereof, (b) exceptions to title that do not materially interfere materially with FICS' Edify’s, Edify Holding’s or any FICS Subsidiary's ’s use and enjoyment of owned or leased real property, (c) contractual and/or statutory landlord’s liens and 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 3.5 aboveFinancial Statements), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998practices, and (e) items listed in Section 3.14 of the FICS Edify Disclosure Schedule, FICS Edify, Edify Holding and each FICS Subsidiary the Subsidiaries have good and, as to owned real property, and marketable and insurable title to all of their properties and assets, reflected in the Financial Statements, free and clear of all liens, claims, charges and other encumbrances. FICS Edify, Edify Holding and each FICS Subsidiarythe Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by themthem for the purposes for which they are currently being used, and neither FICS nor there has not occurred under any FICS such lease any material breach, violation or default by Edify, Edify Holding or any Subsidiary, and none of Edify, Edify Holding or any Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998except as disclosed in Section 3.14 of the Edify Disclosure Schedule. All properties and assets used by FICS and each FICS Edify, Edify Holding or any Subsidiary are in good operating condition and repair suitable for (subject to ordinary wear and tear). Edify, Edify Holding and the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lesseeslessee, and all leases to which FICS Edify, Edify Holding or any FICS Subsidiary is a party are valid and binding obligations of Edify, Edify Holding or such Subsidiary, and (to the knowledge of S1, Edify, Edify Holding and the Subsidiaries) with respect to the respective third parties thereto, enforceable, in accordance with the terms thereof. Neither FICS nor None of Edify, Edify Holding or any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS Edify, Edify Holding or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material breach, violation or default under any such lease. To the knowledge of the Edify Group, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Edify, Edify Holding or any Subsidiary of any of the property owned, leased, or occupied by it. None of Edify, Edify Holding nor the Subsidiaries has received any written (or to the knowledge of the Edify Group, oral) notice alleging that it is in default or asserting that it is violating any applicable Law pertaining to the leases. To the knowledge of the Edify Group, each of the subleases to which Edify, Edify Holding or the Subsidiaries are a party as sublessor is in full force and effect and has received all necessary approvals from the master landlords. None of Edify, Edify Holding or any Subsidiary is in default under any sublease, nor to S1’s, Edify’s, Edify Holding’s or any of the Subsidiaries’ knowledge, is any sublessee in default under any such subleases, and none of Edify, Edify Holding or any of the Subsidiaries know of any act, omission, condition or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by themsubleases.

Properties and Assets. of the FICS Edify Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Edify and each FICS Edify Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Edify or any FICS Edify Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Edify or any FICS Edify Subsidiary is a party; and (iv) all items of FICS' Edify's or any FICS Edify Subsidiary's tangible personal property and equipment with a book value of $50,000 25,000 or more or having any annual lease payment of $50,000 25,000 or more. Except for (a) items reflected in FICS' Edify's consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' Edify's or any FICS Edify Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 3.15 of the FICS Edify Disclosure Schedule, FICS Edify and each FICS Edify Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in its consolidated financial statements of Edify as of December 31, 1998, free and clear of all liens, claims, charges and other encumbrances. FICS Edify and each FICS Edify Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and there has not occurred under any such lease any material breach, violation or default by Edify, and neither FICS Edify nor any FICS Edify Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS Edify and each FICS Edify Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized (subject to ordinary wear and tear) and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Edify and each FICS Edify Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS Edify or any FICS Edify Subsidiary is a party are valid and binding obligations of Edify, and to the knowledge of Edify with respect to the respective third parties thereto, enforceable, in accordance with the terms thereof. Neither FICS Edify nor any FICS Edify Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary Edify or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS Edify or any FICS Edify Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Company Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS and each FICS Subsidiarythe Company; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary the Company is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary the Company is a party; and (iv) all items of FICS' or any FICS Subsidiary's the Company’s tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' the Company’s consolidated financial statements as of December 31April 30, 1998 referred to 2005, as filed in Section 3.5 hereofthe Company’s Annual Report on Form 10-K for the fiscal year ended Ap▇▇▇ ▇▇, ▇▇▇▇, (b▇) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's the Company’s use and enjoyment of owned or leased real property, (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 3.5 abovethe Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2005), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (ed) items listed in Section 3.14 3.13 of the FICS Company Disclosure Schedule, FICS and each FICS Subsidiary have the Company has good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS and each FICS SubsidiaryThe Company, as lesseeslessee, have has the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary the Company has not experienced any material uninsured damage or destruction with respect to such properties since December 31April 30, 19982005. All properties and assets used by FICS and each FICS Subsidiary the Company are in good operating condition and repair suitable for the purposes for which they are currently utilized and and, to the Knowledge of the Company, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy The Company enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are it is the lesseeslessee, and all leases to which FICS or any FICS Subsidiary the Company is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary The Company is not in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary the Company or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease, except where such default is not likely to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge Knowledge of FICSthe Company, there are no Laws, conditions of record, or other impediments which interfere materially with the intended use by FICS or any FICS Subsidiary the Company of any of the property owned, leased, or occupied by themit.

Properties and Assets. None of Edify, Edify Holding or any of the FICS Subsidiaries owns any real property. Section 3.14 of the Edify Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Edify, Edify Holding or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (ivii) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment owned by Edify, Edify Holding or any Subsidiary with a book value of $50,000 100,000 or more or having any annual lease payment of $50,000 100,000 or more; and (iii) those computer servers described on Section 3.14 of the Edify Disclosure Schedule. Except for (a) items liens, claims, charges and other encumbrances reflected in FICS' consolidated financial statements as of December 31, 1998 the Financial Statements referred to in Section 3.5 hereof, (b) exceptions to title that do not materially interfere materially with FICS' Edify's, Edify Holding's or any FICS Subsidiary's use and enjoyment of owned or leased real property, (c) contractual and/or statutory landlord's liens and 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 3.5 aboveFinancial Statements), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998practices, and (e) items listed in Section 3.14 of the FICS Edify Disclosure Schedule, FICS Edify, Edify Holding and each FICS Subsidiary the Subsidiaries have good and, as to owned real property, and marketable and insurable title to all of their properties and assets, reflected in the Financial Statements, free and clear of all liens, claims, charges and other encumbrances. FICS Edify, Edify Holding and each FICS Subsidiarythe Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by themthem for the purposes for which they are currently being used, and neither FICS nor there has not occurred under any FICS such lease any material breach, violation or default by Edify, Edify Holding or any Subsidiary, and none of Edify, Edify Holding or any Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998except as disclosed in Section 3.14 of the Edify Disclosure Schedule. All properties and assets used by FICS and each FICS Edify, Edify Holding or any Subsidiary are in good operating condition and repair suitable for (subject to ordinary wear and tear). Edify, Edify Holding and the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lesseeslessee, and all leases to which FICS Edify, Edify Holding or any FICS Subsidiary is a party are valid and binding obligations of Edify, Edify Holding or such Subsidiary, and (to the knowledge of S1, Edify, Edify Holding and the Subsidiaries) with respect to the respective third parties thereto, enforceable, in accordance with the terms thereof. Neither FICS nor None of Edify, Edify Holding or any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS Edify, Edify Holding or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material breach, violation or default under any such lease. To the knowledge of the Edify Group, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Edify, Edify Holding or any Subsidiary of any of the property owned, leased, or occupied by it. None of Edify, Edify Holding nor the Subsidiaries has received any written (or to the knowledge of the Edify Group, oral) notice alleging that it is in default or asserting that it is violating any applicable Law pertaining to the leases. To the knowledge of the Edify Group, each of the subleases to which Edify, Edify Holding or the Subsidiaries are a party as sublessor is in full force and effect and has received all necessary approvals from the master landlords. None of Edify, Edify Holding or any Subsidiary is in default under any sublease, nor to S1's, Edify's, Edify Holding's or any of the Subsidiaries' knowledge, is any sublessee in default under any such subleases, and none of Edify, Edify Holding or any of the Subsidiaries know of any act, omission, condition or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by themsubleases.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use Scient’x and enjoyment of owned or leased real property, (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 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS and each FICS Subsidiary its Subsidiaries have good and, as to owned real property, marketable and insurable valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Scient’x Most Recent Balance Sheet or acquired since the Scient’x Most Recent Balance Sheet Date, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all liensLiens, claimsother than Permitted Scient’x Encumbrances. (b) There is no real property owned by Scient’x or any of its Subsidiaries. All leases for leased real property of Scient’x are listed in Section 2.13(b) of the Scient’x Disclosure Schedule and are in full force and effect, charges and other encumbrances. FICS and each FICS Subsidiary, as lessees, have the right under are valid and subsisting leases to occupy, use and possess all property leased by themeffective in accordance with their respective terms, and neither FICS nor there is not, under any FICS Subsidiary of such leases, any existing material default (or event which with notice or the lapse of time, or both, would constitute a material default) that would give rise to a claim thereunder. None of the leases listed in Section 2.13(b) of the Scient’x Disclosure Schedule have been amended or modified. No termination notice (congé) has experienced been served by Scient’x or any of its Subsidiaries or any landlord. No renewal offer or renewal request has been served by Scient’x or any of its Subsidiaries or any landlord. The premises leased pursuant to the leases listed in Section 2.13(b) of the Scient’x Disclosure Schedule have not been subleased by Scient’x or its applicable Subsidiary. Scient’x has performed in all material uninsured damage respects all obligations under the leases listed in Section 2.13(b) of the Scient’x Disclosure Schedule, including without limitation the payment of all rents and service charges. (c) The facilities, property and equipment owned, leased or destruction with respect to such properties since December 31, 1998. All properties and assets otherwise used by FICS Scient’x or any of its Subsidiaries are in a good state of maintenance and each FICS Subsidiary are repair, free from material defects and in good operating condition (subject to normal wear and repair tear), and suitable for the purposes for which they are currently utilized and comply used, except, in all material respects with all Laws relating thereto now each case, as would not reasonably be expected to result in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by theman Scient’x Material Adverse Effect.

Properties and Assets. of the FICS Herkimer Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Herkimer and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Herkimer or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Herkimer or any FICS Subsidiary is a party; and (iv) all items of FICS' Herkimer's or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 25,000 or more or having any annual lease payment of $50,000 10,000 or more. Except for (a) items reflected in FICS' Herkimer's consolidated financial statements as of December 31, 1998 2001 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' Herkimer's or any FICS Subsidiary's use and enjoyment of owned or leased real propertyproperty (other than REO), (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 3.5 3.6 above), and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 3.16 of the FICS Herkimer Disclosure Schedule, FICS Herkimer and each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS Herkimer and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS Herkimer nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19982001. All properties and assets used by FICS Herkimer and each FICS Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Herkimer and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS Herkimer or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS Herkimer nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS Herkimer or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there There are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS Herkimer or any FICS Subsidiary of any of the property owned, leased, or occupied by them. No real property leases or agreements to which Herkimer or any Subsidiary is a party will require any consent as a result of the transactions contemplated hereby.

Properties and Assets. of the FICS Klamath Disclosure Schedule lists as of the date of this Agreement (i) all real property, including a description and identification of location, property owned by FICS Klamath and each FICS Subsidiaryits Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Klamath or any FICS Subsidiary of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Klamath or any FICS Subsidiary of its Subsidiaries is a party; and (iv) all items of FICS' Klamath's or any FICS Subsidiary's of its Subsidiaries' tangible personal property and equipment with a net book value of $50,000 30,000 or more or having any annual lease payment of $50,000 25,000 or more. Except for (a) items reflected in FICS' Klamath's consolidated financial statements as of December 31September 30, 1998 2002 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' Klamath's or any FICS Subsidiary's of its Subsidiaries' use and enjoyment of owned or leased real propertyproperty (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 3.5 above)against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31September 30, 19982002, and (e) items listed in Section 3.14 3.17 of the FICS Klamath Disclosure Schedule, FICS Klamath and each FICS Subsidiary its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all material liens, claims, charges and other encumbrances. FICS Klamath and each FICS Subsidiaryits Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and fixed assets used by FICS Klamath and each FICS Subsidiary its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and and, to the knowledge of Klamath, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Klamath and each FICS Subsidiary its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS Klamath or any FICS Subsidiary of its Subsidiaries is a party are valid and binding obligations of Klamath or any of its Subsidiaries in accordance with the terms thereof. Neither FICS Klamath nor any FICS Subsidiary of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by FICS Klamath or any FICS Subsidiary of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Klamath or any of its Subsidiaries under any such lease. To the knowledge of FICSKlamath, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by FICS Klamath or any FICS Subsidiary of its Subsidiaries of any of the property owned, leased, or occupied by them.

Properties and Assets. (a) Except as set forth in Section 3.16(a) of the FICS Company Disclosure Schedule lists Schedule, (i) the Company and the Subsidiaries of the Company have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their material tangible properties and assets, real propertyand personal, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease used or installment purchase arrangement to which FICS held for use in their businesses as currently conducted or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against (and reflected shown on the financial statements referred most recent consolidated balance sheet of the Company included in the Company SEC Documents prior to in Section 3.5 above), the date hereof or acquired thereafter (d) except for properties and assets sold or transferred disposed of in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 practice after the date of the FICS Disclosure Schedule, FICS and each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assetssuch balance sheet), free and clear of any Liens, except Permitted Liens, (ii) the assets and properties of the Company and its Subsidiaries, taken as a whole, whether owned or leased, constitute all liensof the material assets and properties which are necessary to conduct the business and operations of the Company and its Subsidiaries as currently conducted and (iii) all of the material property, claims, charges plant and other encumbrances. FICS equipment of the Company and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary of its Subsidiaries has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS and each FICS Subsidiary are been maintained in good reasonable operating condition and repair suitable for repair, ordinary wear and tear excepted, and is sufficient to permit the purposes for which they are Company and its Subsidiaries to conduct their operations as currently utilized conducted. (b) Neither the Company nor any Subsidiary of the Company owns in fee any real property (“Owned Real Property”). (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a complete and comply in correct list of all material respects with real property leased, subleased or licensed by the Company or any Subsidiary of the Company (collectively, the “Leased Real Property” or, the “Real Property”). The Company has heretofore made available to Merger Sub true and complete copies of all Laws relating leases, subleases, licenses and other agreements under which the Company and/or any Subsidiary of the Company uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto now (collectively, the “Real Property Leases”). With respect to the Leased Real Property, except as disclosed in effect Section 3.16(c) of the Company Disclosure Schedule or scheduled as would not reasonably be expected to come into effect. FICS and each FICS have a Company Material Adverse Effect: (i) the Company or the applicable Subsidiary enjoy of the Company enjoys peaceful and undisturbed possession under all leases for of the premises leased pursuant to each Real Property Lease; (ii) the current use of all property the premises leased, subleased or licensed under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance each Real Property Lease complies with the terms thereof. Neither FICS of such Real Property Lease; (iii) no Real Property Lease has been assigned, mortgaged, hypothecated or otherwise encumbered; and (iv) neither the Company nor any FICS Subsidiary is of the Company has, nor, to the Company’s knowledge, has any other party thereto (including the lessor or sublessor thereunder) waived in writing any material default with respect terms or conditions of any Real Property Lease. (d) Section 3.16(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of each material lease, sublease, license or other agreement executed by the Company or any Subsidiary of the Company granting to any such leasethird party a right to the use, occupancy or enjoyment of any Real Property or any portion thereof (the “Real Property Subleases”). The Company has heretofore made available to Merger Sub true and complete copies of all Real Property Subleases (including all amendments, modifications, supplements, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by themextensions thereof).

Properties and Assets. of the FICS Company Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS and each FICS Subsidiarythe Company; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary the Company is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary the Company is a party; and (iv) all items of FICS' or any FICS Subsidiary's the Company’s tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' the Company’s consolidated financial statements as of December 31April 30, 1998 referred to 2005, as filed in Section 3.5 hereofthe Company’s Annual Report on Form 10-K for the fiscal year ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (b▇) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's the Company’s use and enjoyment of owned or leased real property, (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 3.5 abovethe Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2005), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (ed) items listed in Section 3.14 3.13 of the FICS Company Disclosure Schedule, FICS and each FICS Subsidiary have the Company has good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrances. FICS and each FICS SubsidiaryThe Company, as lesseeslessee, have has the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary the Company has not experienced any material uninsured damage or destruction with respect to such properties since December 31April 30, 19982005. All properties and assets used by FICS and each FICS Subsidiary the Company are in good operating condition and repair suitable for the purposes for which they are currently utilized and and, to the Knowledge of the Company, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy The Company enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are it is the lesseeslessee, and all leases to which FICS or any FICS Subsidiary the Company is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary The Company is not in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary the Company or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease, except where such default is not likely to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge Knowledge of FICSthe Company, there are no Laws, conditions of record, or other impediments which interfere materially with the intended use by FICS or any FICS Subsidiary the Company of any of the property owned, leased, or occupied by themit.

Properties and Assets. (a) The Company and its Subsidiaries own --------------------- no real property. Section 5.14(a)(i) of the FICS Disclosure Schedule lists (i) Letter sets forth a complete and correct list of all real propertyleases, including a description subleases and identification of location, owned by FICS and each FICS Subsidiary; (ii) each assignments pursuant to which SNKR Holding Corp. or the Company leases real 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, sublease without ------ limitation, all Real Property Leases). True and correct copies of all Real Property Leases have previously been delivered to the Purchaser. There is no real or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property used in, necessary for or material to the business of the Company or its Subsidiaries as currently conducted consistent with prior practice, other than the Real Property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as of December 31, 1998 referred to the personal property listed in Section 3.5 hereof, (b5.14(a) exceptions to of the Disclosure Letter. The Company or its Subsidiaries has good and marketable title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (c) liens for current real estate taxes not yet delinquentto, or being contested in good faitha valid leasehold interest in, properly reserved against (and reflected on all the financial statements referred to in Section 3.5 above), (d) 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 or transferred since the date of the Balance Sheet in the ordinary course of business and consistent with past practices since December 31, 1998, and (e) items listed practices). Except as set forth in Section 3.14 5.14(a)(ii) of the FICS Disclosure ScheduleLetter, FICS to the Knowledge of the Company, all properties and each FICS Subsidiary have good andassets reflected in Section 5.14(a)(i) of the Disclosure Letter or on the Balance Sheet (including the leasehold interests of the Company or its Subsidiaries, as to owned real propertyapplicable, marketable and insurable title to all their properties and assets, under the Real Property Leases) are free and clear of all liensLiens, claimsexcept for Permitted Liens. Except as set forth in Section 5.14(a)(iii) of the Disclosure Letter, charges and other encumbrances. FICS and each FICS Subsidiarythe leasehold interests of the Company or its Subsidiaries, as lesseesapplicable, are not subordinate to any superior leases or mortgages except to the extent that Non- Disturbance Agreements in favor of the Company or its Subsidiaries as applicable, have been executed and delivered by the right 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 applicable. (b) Except as set forth in Section 5.14(b) of the Disclosure Letter, the consummation of the transactions contemplated by this Agreement, do not and will not constitute a breach or violation of, or default under, or require the consent or waiver of any party to, any Real Property Lease, except for any such required consent or waiver (a "Required Lease Consent") which has been ---------------------- previously delivered to the Company or to its Subsidiaries and which Required Lease Consent does not require any adverse modification in the rights or obligations of the Company or its Subsidiaries under valid and subsisting leases any Real Property Lease. Executed counterpart copies of all Required Lease Consents have previously been delivered to occupythe Purchaser. (c) To the Knowledge of the Company, use and possess all property leased except as set forth in Section 5.14(c) of the Disclosure Letter, the premises demised to the Company or its Subsidiaries by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by FICS and each FICS Subsidiary the Real Property Leases are (i) in good operating condition and repair for their continued use by the Company in the conduct of the Company's business, subject to ordinary wear and tear, are suitable for the purposes for which they are currently utilized used and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases are performing the functions for the use of all property under which they were intended, (ii) all items of personal property having a book value of $10,000 or more or which are otherwise material to the lesseesCompany's business have performed at commercially reasonable standards since the later of six months prior to the date hereof and the time of their acquisition and to the extent required therefor are being used by the Company or its Subsidiaries as of the date hereof in connection with its business and operations, (iii) no repairs or other expenditures are presently contemplated to be made on any structure, improvement, machinery or equipment which would in the aggregate for all items under this clause (iii) involve the expenditure of more than $100,000, and all leases (iv) to which FICS the Knowledge of the Company, no extraordinary or any FICS Subsidiary is a party are valid and binding obligations unusual capital expenditures in accordance excess of $100,000 in the aggregate will be required in connection with the terms thereof. Neither FICS business and operations of the Company and its Subsidiaries in the twelve months following the Closing Date to permit such business to be conducted in substantially the same manner, at substantially the same levels and offering for sale and selling substantially the same products and services as in the past. (d) To the Knowledge of the Company except as set forth in Section 5.14(d) of the Disclosure Letter, neither the Company nor any FICS Subsidiary its Subsidiaries is in material default violation of any law, rule, regulation or ordinance with respect to the condition, use or operation of any such lease, and there has occurred no default personal property owned by FICS the Company or its Subsidiaries or any FICS Subsidiary or event which with premises leased pursuant to the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by themReal Property Leases.

Properties and Assets. of the FICS Q-Up Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Q-Up and each FICS Q-Up Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS Q-Up or any FICS Q-Up Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Q-Up or any FICS Q-Up Subsidiary is a party; and (iv) all items of FICS' Q-Up's or any FICS Q-Up Subsidiary's tangible personal property and equipment with a book value of $50,000 25,000 or more or having any annual lease payment of $50,000 25,000 or more. Except for (a) items reflected in FICS' Q-Up's consolidated financial statements as of December 31, 1998 1999 referred to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' Q-Up's or any FICS Q-Up Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 19981999, and (e) items listed in Section 3.14 of the FICS Q-Up Disclosure Schedule, FICS Q-Up and each FICS Q-Up Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in its consolidated financial statements of Q-Up as of December 31, 1999, free and clear of all liens, claims, charges and other encumbrances. FICS Q-Up and each FICS Q-Up Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and there has not occurred under any such lease any material breach, violation or default by Q-Up, and neither FICS Q-Up nor any FICS Q-Up Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19981999. All properties and assets used by FICS Q-Up and each FICS Q-Up Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized (subject to ordinary wear and tear) and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS Q-Up and each FICS Q-Up Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. To the knowledge of FICS, there are no Laws, conditions of record, or other impediments which interfere with the intended use by FICS or any FICS Subsidiary of any of the property owned, leased, or occupied by them.,

Properties and Assets. of the FICS VBI Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS and each FICS VBI or any Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS VBI or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS VBI or any FICS Subsidiary is a party; and (iv) all items of FICS' VBI’s or any FICS Subsidiary's ’s tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' VBI’s consolidated financial statements as of December 31, 1998 2005 referred to in Section 3.5 3.6 hereof, (b) exceptions to title that do not interfere materially with FICS' VBI’s or any FICS Subsidiary's ’s use and enjoyment of owned or leased real propertyproperty (other than OREO) or otherwise materially impair business operations at, or the value of, such properties, (c) liens for current real estate taxes not yet delinquentdue or payable, or being contested in good faith, properly reserved against (and reflected on the financial statements referred to in Section 3.5 3.6 above), and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 3.16 of the FICS VBI Disclosure Schedule, FICS VBI and each FICS Subsidiary have has good and, as to owned real property, marketable and insurable title to all their properties and assets, free and clear of all liens, claims, charges and other encumbrancesencumbrances of any nature whatsoever. FICS VBI and each FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS VBI nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 19982002. All properties and assets used by FICS VBI and each FICS Subsidiary are in good operating condition and repair repair, are suitable for the purposes for which they are currently utilized and and, to the Knowledge of VBI, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS VBI and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS VBI or any FICS Subsidiary is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS VBI nor any FICS Subsidiary is in default in any material default respect with respect to any such lease, and there has occurred no default by FICS VBI or any FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a default in any material default respect under any such lease. To the knowledge Knowledge of FICSVBI, there are no Laws, conditions of record, or other impediments which interfere materially with the intended use by FICS VBI or any FICS Subsidiary of any of the property owned, leased, or occupied by any of them. No real property leases or agreements to which VBI or any Subsidiary is a party will require any consent as a result of the transactions contemplated hereby.

Properties and Assets. Section 3.16 of the FICS Bridge Disclosure Schedule lists (i) all real property, including a description and identification of location, property owned by FICS Bridge and each FICS Subsidiary; Bridge Subsidiary (other than properties acquired by Bridge after the date hereof in foreclosure or in full or partial satisfaction of debts previously contracted), (ii) each real property lease, sublease or installment purchase arrangement to which FICS Bridge or any FICS Bridge Subsidiary is a party; , (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS Bridge or any FICS Bridge Subsidiary is a party; , and (iv) all items of FICS' Bridge’s or any FICS Bridge Subsidiary's ’s tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 25,000 or more. Except for (a) items reflected in FICS' Bridge’s consolidated financial statements as of December 31, 1998 2014 referred to in Section 3.5 hereof3.6, (b) exceptions to title title, zoning restrictions, easements, licenses and other restrictions on the use of owned or leased property or any interest therein that do not interfere materially with FICS' Bridge’s or any FICS Bridge Subsidiary's ’s use and enjoyment of owned or leased real property, (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 3.5 above3.6), (d) properties and assets sold purchase money mortgages or transferred in other purchase money or vendor’s liens (including any finance leases), provided that no such lien shall extend to cover any other property of Bridge or any Bridge Subsidiary other than the ordinary course of business consistent with past practices since December 31so purchased items, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS Bridge and each FICS Bridge Subsidiary have good and, as and valid title to each owned real propertyproperty and all owned material, marketable tangible personal property and insurable title to all their properties and assetsequipment, free and clear of all liens, claims, charges and other encumbrances, except for such imperfections of title, liens, claims, charges and other encumbrances as do not materially affect the value of the properties or assets or affect the use of the properties or assets subject thereto or affected thereby or materially impair business operations at such properties. FICS Bridge and each FICS Bridge Subsidiary, as lesseeslessee, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS Bridge nor any FICS Bridge Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All 2013; all properties and assets used by FICS Bridge and each FICS Bridge Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized (normal wear and tear excluded) and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS ; and Bridge and each FICS Bridge Subsidiary enjoy enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which FICS or any FICS Subsidiary Bridge is a party are valid and binding obligations in accordance with the terms thereof. Neither FICS Bridge nor any FICS Bridge Subsidiary is in material default with respect to any such lease, and there has occurred no default by FICS Bridge or any FICS Bridge Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Bridge or any Bridge Subsidiary under any such lease. To the knowledge of FICS, ; and there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by FICS Bridge or any FICS Bridge Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. of the FICS Disclosure Schedule lists (i) all real property, including a description and identification of location, owned by FICS and each FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which FICS or any FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which FICS or any FICS Subsidiary is a party; and (iv) all items of FICS' or any FICS Subsidiary's tangible personal property and equipment with a book value of $50,000 or more or having any annual lease payment of $50,000 or more. Except for (a) items reflected in FICS' consolidated financial statements as Each of December 31, 1998 referred Company and its Subsidiaries owns good and marketable title to in Section 3.5 hereof, (b) exceptions to title that do not interfere materially with FICS' or any FICS Subsidiary's use and enjoyment of owned or leased real property, (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 3.5 above), (d) properties and assets sold that are material to its business (other than assets held under valid leases or transferred in the ordinary course of business consistent with past practices since December 31, 1998, and (e) items listed in Section 3.14 of the FICS Disclosure Schedule, FICS and each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assetslicenses), free and clear of all liensLiens, claimsexcept those Liens described in Schedule 3.17(a) to the Disclosure Schedule, charges Liens for Taxes not yet due and payable and such other encumbrancesLiens or minor imperfections of title, if any, that do not materially detract from the value or interfere with the present use of the affected property or asset. FICS Such properties and each FICS Subsidiaryassets, as lessees, have the right together with all properties and assets held by Company and its Subsidiaries under valid leases or licenses, include all tangible and subsisting leases intangible property, assets, Contracts and rights necessary or required for the operation of the business of Company and its Subsidiaries as presently conducted. (b) Schedule 3.17(b) to occupythe Company Disclosure Schedule contains a true and complete list of all Properties owned by Company or any Subsidiary (collectively, use the "Owned Real Property") and possess all property leased for each parcel of Owned Real Property, contains a correct street address of such parcel of Owned Real Property. Copies of title reports or policies obtained by them, and neither FICS nor Company or any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998each of the parcels of Owned Real Property have previously been made available to Purchaser. All properties Schedule 3.17(b) to the Company Disclosure Schedule also contains a true and assets used by FICS and each FICS Subsidiary are in good operating condition and repair suitable for the purposes for which they are currently utilized and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. FICS and each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use complete list of all Canadian real property, resource property or timber property that was owned by the Company or any Subsidiary at any time since August 2007. (c) Schedule 3.17(c) to the Company Disclosure Schedule contains a true and complete list of all Properties leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by Company or any Subsidiary (collectively, including the improvements thereon, the "Leased Real Property"), and for each Leased Real Property, identifies the street address of such Leased Real Property. True and complete copies of all agreements under which they are the lessees, and all leases to which FICS Company or any FICS Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a party are "Real Property Lease") that have not been terminated or expired as of the date hereof have been made available to Purchaser. Each Real Property Lease is a valid and binding obligations in accordance with the terms thereof. Neither FICS nor any FICS obligation of Company or a Subsidiary and is in material full force and effect. There is no default with respect under any Real Property Lease either by Company or the Subsidiaries party thereto or, to Company’s knowledge, by any such leaseother party thereto, and there no event has occurred no default by FICS or any FICS Subsidiary or event which that, with the lapse of time or the giving of notice, notice or both, would constitute a material default by Company or any Subsidiary thereunder. (d) Company or one of its Subsidiaries has exclusive possession of all of the Leased Real Property, other than any occupancy rights granted under the Real Property Leases. Other than the Real Property Leases, none of the Owned Real Properties or the Leased Real Properties is subject to any lease, sublease, license or other written agreement to which Company or any Subsidiary is a party granting to any other Person any right to the use, occupancy or enjoyment of such leaseOwned Real Property or Leased Real Property or any part thereof. To There does not exist any pending or, to Company’s knowledge, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) The improvements constructed on the Owned Real Property and Leased Real Property are: (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner that is customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good operating condition and repair, subject to ordinary wear and tear. The improvements constructed on the Owned Real Property and Leased Real Property are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and other services, necessary for the operation of such improvements as currently operated, and, to the knowledge of FICSCompany, there are is no Lawscondition which would reasonably be expected to result in the termination of the present access from any improvements to such utility services. Each of the current uses of improvements constructed on the Owned Real Property and Leased Real Property is allowed under applicable zoning ordinances classification, conditions of recordand complies with any conditions, restrictions, or other impediments which interfere with requirements contained in the intended use by FICS or any FICS Subsidiary zoning ordinances and amendments thereto, including but not limited to the securing of any of the property ownednecessary permits, leasedconsents, or occupied by themauthorizations as a prerequisite to each such current use. Each Owned Real Property and Leased Real Property has both actual vehicular and pedestrian access to and from a public street which is physically open and publicly maintained, and the Company has the right to use existing sidewalks, drives, curb cuts, and entries for such access.