Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which each Acquired Company does not currently own, nor has it ever owned (a) any acquired all real property, (b) any leasehold leaseholds, or other interests or (c) any buildingsowned by it, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or each Acquired Company and relating to such property or interests. Each Acquired Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by such Acquired Company purports to ownor reflected as owned in the books and records of such Acquired Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the each Acquired Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of each Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Except as disclosed in Section 3.14 of the Seller Parties Company Disclosure Schedule contains a complete and accurate list of all (A) the Assets that Schedule, the Company purports to own, including all and each of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetCompany Subsidiaries has good, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good valid and marketable title (or leasehold titleto, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of the Acquired Assets except where the failure to have such good, valid and marketable title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (ia) mortgages or security interests shown on Liens reflected in the Balance Sheet consolidated balance sheet of the Company and its consolidated Subsidiaries as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet Date, (such mortgages b) Liens consisting of zoning or planning restrictions, easements, permits and security interests being limited to other restrictions or limitations on the use of real property or assets so acquired)irregularities in title thereto, with respect to which no default (do not materially impair the value of such properties or event that, with notice the use of such properties by the Company or lapse any of time or both, would constitute a default) existsthe Company Subsidiaries in the operation of its respective business, (iiic) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedue and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) purchase money Liens incurred in the ordinary course of business, and (ive) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement materialmen’s, mechanics’, carriers’, workmens’, warehousemens’, repairmens’ and (v) Encumbrances incurred other like Liens arising in the Ordinary Course ordinary course of the Business, consistent with past practicebusiness, or created by deposits to retain the express provisions release of such Liens (the Contractsforegoing Liens (a)-(e), “Permitted Liens”). The Company and each of the type identified on Part 3.6 Company Subsidiaries is in compliance with the terms of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”)all material leases of Acquired Assets to which it is a party. All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and material leases are in good working orderfull force and effect, ordinary wear and tear exceptedthe Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. The Acquired Assets are sufficient to conduct the ADS Business as currently conducted as a division of the Company. The Company’s general ledger attached to the Contribution Agreement is complete and accurate in all material respects as of the date hereof and, after being updated between the date hereof and the Acceptance Date, will be complete and accurate in all material respects as of the Acceptance Date.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusine ss), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter]. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course use of the Business, consistent with past practiceproperty subject thereto, or created by impairs the express provisions operations of the Contractsany Acquired Company, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.and

Title to Properties; Encumbrances. The As of the Effective Date, the Acquired Company does not currently own, nor has it ever owned own (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list as of the Effective Date of all (A) the Assets that the Acquired Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since from the date of the Balance Sheet through the Effective Date (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Acquired Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of the Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Company Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets material properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company purports to ownor reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the April 4, 1999 Balance Sheet and the Past Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Company Disclosure Schedule and personal property sold since the date of the April 4, 1999 Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the April 4, 1999 Balance Sheet (except for personal property acquired and sold since the date of the April 4, 1999 Balance Sheet in the Ordinary Course of Business and consistent with past practice)Business) , which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Company Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the April 4, 1999 Balance Sheet and the Past Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the April 4, 1999 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the April 4, 1999 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or materially impairs the Facility Agreement use of the property subject thereto, or materially impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not materially impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently ownNone of the Companies owns any fee simple interest in real estate or any options to acquire such interests. Schedule 3.6 hereof contains a complete Schedule of all real property leaseholds held by the Companies, nor has it ever owned (a) any real including the property, (b) any the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. The Seller Parties and/or the Companies have delivered to Buyer copies of the leases by which the Companies hold real property interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 in the possession of the Seller Parties Disclosure Schedule contains or the Companies and relating to such property or interests. The copies of such leases delivered to Buyer contain all the agreements between a complete lessor and accurate list the applicable Company respecting the terms and conditions of such Company's lease of the premises subject to such lease agreements. Other than with respect to the Intellectual Property Assets which shall be subject to representations and warranties in Section 3.22, the Companies hold good title, or leasehold title, as applicable, subject only to the matters permitted by the following sentence and otherwise herein, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the Assets that operation of the Company purports to ownBusiness, including all of the properties and assets reflected in the Balance Sheet 2002 Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the Balance Sheet, as the case may be, 2002 Financial Statements in the Ordinary Course of Business), ) and (B) all of the properties and assets purchased or otherwise acquired by the Company Companies since the date of the Balance Sheet 2002 Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet 2002 Financial Statements in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Schedule 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet 2002 Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet 2002 Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet 2002 Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”c). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company purports they purport to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the leases and other instruments (Aas recorded, if applicable) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property leaseholds, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory inventory, supplies, equipment items not properly treated as capital assets and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) easements and minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any NSL Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets NSL Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the NSL Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the NSL Acquired Companies or reflected as owned in the books and records of the NSL Acquired Companies, including all of the properties and assets reflected in the NSL Balance Sheet and the NSL Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the NSL Balance Sheet and the NSL Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company NSL Acquired Companies since the date of the NSL Balance Sheet (except for personal property acquired and sold since the date of the NSL Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the NSL Balance Sheet and the NSL Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptednature.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Each of the Seller Parties Disclosure Schedule contains a complete Company and accurate list of all (A) the Assets that the Company Subsidiaries has good, valid and marketable title to all the properties and assets which it purports to ownown (real, including personal and mixed, tangible and intangible), including, without limitation, all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date having an aggregate book value not in excess of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and $10,000 sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), and all the properties and assets purchased by the Company and Company Subsidiaries since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-short term investments) are listed in Part 3.6 Section 3.10 of the Seller Parties Disclosure Schedule. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or event thatimpair the use of the property subject thereto, or impair the operations of the Company or any Company Subsidiary and which have arisen only in the ordinary course of business and consistent with notice or lapse past practice since the date of time or both, would constitute a default) exists, the Balance Sheet; and (iiic) liens for current taxes not yet due. The rights, properties and (iv) Encumbrances pursuant other assets presently owned, leased or licensed by the Company and/or the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepteddate hereof.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Statement contains a complete and accurate list of all real estate property and leaseholds owned by any Cinemex Company. Sellers have made available to Buyers copies of the deeds and other instruments by which the Cinemex Companies acquired or leased such real estate property and other interests. The Cinemex Companies own (Awith title under applicable law in the case of real estate property, subject only to the matters permitted by the following sentence) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed whether real estate property, personal property or not required mixed and whether tangible or intangible) that they purport to be disclosed own. Except as set forth in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetStatement, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired owned by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Sellers are free and clear of all Encumbrances (other than assets having as of the Closing Date, individually or in the aggregate, a fair market value of $7’500,000 pesos or less and Permitted Encumbrances) and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes Taxes not yet due, (b) Encumbrances, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Cinemex Company, and (ivc) Encumbrances pursuant with respect to real estate property, zoning laws that do not impair the Pledge Agreement (as defined below) present or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule property subject thereto (together, the “Permitted Encumbrances”). All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or otherwise materially conflict with the property rights of any other Person. Part 3.6 of the Disclosure Statement also sets forth a list of the properties of each Cinemex Company in which as of the date hereof (i) construction works are being conducted on behalf of each such assets are suitable Cinemex Company for the uses to which they are being put development, maintenance or have been put remodeling of a theatre (other than minor construction works carried-out in the Ordinary Course of Business and are in good working orderBusiness), ordinary wear and tear exceptedor (ii) each such Cinemex Company operates, directly or indirectly, a theatre.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.6 of the Seller Parties Primal Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Seller Parties Primal Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 3.21 of the Seller Parties Acquiror Disclosure Schedule contains sets forth all real property owned or leased by Acquiror and the Acquiror Subsidiaries (the "Acquiror Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Acquiror Current Reports and as described in clause (ii) below: (i) each of Acquiror and the Acquiror Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including as applicable, all of the its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all Acquiror Real Property and all other properties and assets reflected in the Balance Sheet consolidated balance sheet of Acquiror and the Acquiror Subsidiaries at June 30, 1998 included in the Acquiror Form 10-Q for the quarter ended June 30, 1998 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practice since June 30, which subsequently purchased 1998) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Acquiror Subsidiary and a joint venture entity in which Acquiror is a limited partner or a managing member (as identified in Section 3.21 of the Acquiror Disclosure Schedule) and easements and restrictions of record, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto and do not impair the operations of Acquiror and the Acquiror Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with without notice or lapse the passage of time or both, would constitute a defaultdefault under such lease) exists, (ii) mortgages or security interests incurred which would have a Material Adverse Effect on Acquiror. Except as set forth in connection with the purchase of property or assets after the date Section 3.21 of the Balance Sheet (Acquiror Disclosure Schedule, Acquiror and the Acquiror Subsidiaries have obtained owner's title insurance on all of the Acquiror Real Property owned by Acquiror or any Acquiror Subsidiary, in each case insuring good and marketable fee simple title to such mortgages and security interests being limited Acquiror Real Property, in an amount at least equal to the property or aggregate value of such Acquiror Real Property together with all improvements thereon. Except as would not cause a Material Adverse Effect on Acquiror, all of the properties and assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet dueAcquiror and the Acquiror Subsidiaries are in good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently ownExcept as described in the following sentence, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 each of the Seller Parties Disclosure Schedule contains Company and its Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including all of its material properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Balance Sheet consolidated balance sheet of the Company and its Subsidiaries as of August 31, 1996 included in the Company's Quarterly Report on Form 10-Q for the period ended on such date (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practices since August 31, which subsequently purchased 19. None of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayLiens (whether absolute, building use restrictionsaccrued, exceptionscontingent or otherwise), variancesexcept (i) as specifically set forth in the Company SEC Reports; (ii) Liens for taxes, reservations, assessments or limitations of any nature exceptother governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by the Company or its Subsidiaries and have been duly reflected on their books and records and, with respect to all such properties reserves taken on or prior to August 31, 1996, the financial statements of the Company ("Proper Reserves"); (iii) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance as to which the Company and assetsits Subsidiaries are not in default; (iv) deposits or pledges to secure bids, tenders, contracts (i) mortgages or security interests shown on other than contracts for the Balance Sheet as securing specified liabilities or payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business of the Company or its Subsidiaries; (v) judgment Liens listed on Schedule 4.12 that have been stayed or bonded and mechanics', workmen's, materialmen's or other like liens with respect to obligations which no default are not due or which are being contested in good faith by the Company or its Subsidiaries and as to which they have taken Proper Reserves; and (or event thatvi) minor imperfections of title and encumbrances, with notice or lapse if any, which are not substantial in amount, do not materially detract from the value of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse subject thereto and do not materially impair the operations of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course any of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business Company and are in good working order, ordinary wear and tear exceptedits Subsidiaries.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds and other interests in real property owned by any Acquired Company. The Acquired Companies do not own a fee simple interest in any real property other than real estate acquired in connection with collection of loans held by the NorthStar Bank (Awhich real estate is being held for sale). The Acquired Companies have not subleased any real property. NorthStar has delivered or made available to Buyer copies of any instruments (as recorded, if applicable) by which the Assets Acquired Companies acquired such leaseholds and interests and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Acquired Companies and relating to such leaseholds or interests. The Acquired Companies own all the assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own and as reflected as owned in the Company purports to ownbooks and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets All material assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by the Acquired Company or reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetFinancial Statements and the Interim Financial Statements, as the case may be, in the Ordinary Course of BusinessBusiness or as set forth in the Contemplated Transactions), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet Financial Statements in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet Financial Statements and the Interim Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet Financial Statements or the Interim Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) default exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company, Sellers have delivered or made available to Barnabus copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to ownsuch property or interests. The Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are is free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company, if any, lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by the Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Sellers’ Disclosure Schedule Schedules contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by RHL. RHL owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to own, including all of the properties and assets reflected in the Unaudited Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Sellers’ Disclosure Schedule Schedules and personal property sold since the date of the Unaudited Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company RHL since the date of the Unaudited Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Unaudited Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Unaudited Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Unaudited Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of RHL, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded, if applicable) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, surveys, engineering reports or studies and environmental reports or studies in the possession of Sellers or the Company relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including without limitation (but subject to the exceptions set forth in Part 3.6 of the Disclosure Letter) all properties and assets located at the Facilities and those properties and assets reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Business, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ivii) Encumbrances pursuant to zoning laws and other land use restrictions that do not impair the Pledge Agreement (as defined below) present or anticipated use of the Facility Agreement property subject thereto, and (ve) Encumbrances incurred as described in the Ordinary Course Part 3.6 of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified Disclosure Letter. Except as set forth on Part 3.6 of the Seller Parties Disclosure Schedule (togetherLetter, all buildings, plants, and structures owned by the “Permitted Encumbrances”)Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. All To the extent that any tangible assets owned or utilized by the Company are not located in the Facilities, a description of such assets are suitable for and the uses to which they are being put or have been put location thereof is set forth in Part 3.6 of the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedDisclosure Letter.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Sellers have delivered or made available to Buyer copies of the deeds and other instruments (aas recorded) any by which the Acquired Companies acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (bwith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) any leasehold interests all the properties and assets (whether real, personal, or (cmixed and whether tangible or intangible) any buildings, plants, structures and/or equipment. Part 3.6 that they purport to own located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownAcquired Companies, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownOther than the Excluded Property, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.5 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company purports they purport to own, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments, and other than those assets purchased or properties acquired in the Ordinary Course of Business) are listed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule. The Company is the sole owner All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Section 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or used by any Acquired Company. Sellers have delivered to Buyers copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheets and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheets and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet Sheets (except for personal property acquired and sold since the date of the Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Section 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheets and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, usufruct, rights of use or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheets or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other recorded land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other real property interests therein owned by any Acquired Company. The Acquired Companies have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets that Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Company purports possession of Sellers or the Acquired Companies and relating to such property or interests. Except as set forth in Part 3.6 of the Disclosure Letter, the Acquired Companies own, lease or have the right to use (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all the personal assets of the properties employees and vendor-owned assets purchased used to provide services to or otherwise acquired by the an Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness), which . All subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are were acquired in the Ordinary Course of Business, except as listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is Except as set forth in Part 3.6 of the sole owner Disclosure Letter, all material tangible personal properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notexcept for (a) assets held under capital leases disclosed, or not required to be disclosed, in Part 3.6 of the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assetsDisclosure Letter, (ib) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (iic) mortgages or security interests incurred in connection with the purchase of tangible personal property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the tangible personal property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiid) liens for current taxes not yet due. To the Knowledge of Sellers, and except (ivx) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred set forth in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule Letter, (togethery) with respect to any Encumbrance of record or (z) as noted on the title policy issued by Chicago Title and Insurance Company, dated August 19,1999 (policy #43 001 107-00008211) and the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put survey prepared by Xxxxxxx Surveying Group, dated July 1, 1999, (A) all real properties reflected in the Ordinary Course Balance Sheet and the Interim Balance Sheet are free and clear of Business all Encumbrances except for (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and are (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto, and (B) all buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. Sellers have no actual or beneficial ownership interest in good working order, ordinary wear and tear exceptedany of the foregoing real property.

Title to Properties; Encumbrances. (a) The Company does not currently own, nor and has it not ever owned (a) owned, any real property or any interest in real property, (b) any except for the leasehold interests or created under the real property leases listed in Schedule 4.10(a) (c) any buildingsthe “Real Property Leases”), plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of which are in full force and effect. Schedule 4.10(a) sets forth a list and brief description of each Real Property Lease (showing the properties parties thereto, annual rental, expiration date, renewal and assets reflected in purchase options, if any, the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of improvements thereon, the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrancesuses being made thereof, and the Assets reflected location and the legal description of the real property covered by, and the space occupied under, such lease (the “Leased Real Property”). Except as set forth in such Schedule, the Balance Sheet are free and clear Company has the right to quiet enjoyment of all Encumbrances the Leased Real Property described in such Schedule for the full term of each such lease or similar agreement (and are notany renewal option) relating thereto, and the leasehold or other interest of the Company in the case of real property, such Leased Real Property is not subject or subordinate to any rights of way, building use restrictions, exceptions, variances, reservations, Encumbrance except for Permitted Encumbrances or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes Taxes and assessments not yet due, provided such taxes and (iv) Encumbrances pursuant assessments will be reflected in the Final Closing Date Balance Sheet. Except as set forth on Schedule 4.10(a), and except for Permitted Encumbrances, there are no agreements or other documents governing or affecting the occupancy or tenancy of any of the Leased Real Property by the Company. Neither the Company nor Seller is or has been in possession of any instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals or any policies of title insurance currently in force related to the Pledge Agreement (as defined below) Leased Real Property. Neither the whole nor any part of the Leased Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the Actual Knowledge of Seller or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the BusinessCompany, consistent with past practice, no such condemnation or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put other taking is threatened or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedcontemplated.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds (A) the Assets that the Company purports to own, including all rights or options of the properties Sellers or Acquired Companies to acquire any real property) by any Acquired Company (collectively, the "Real Property"). Sellers have delivered or made available to Buyer copies of the deeds and assets reflected other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Balance Sheet possession of Sellers or the Acquired Companies and relating to such property or interests. Sellers have delivered or made available to Buyer true and correct copies of all such leases or real estate leased to any Acquired Company and of title insurance policies (except for assets held under capitalized leases disclosed or not if any) with respect to leased real property. Schedule 3.6 accurately sets forth the lease payments required to be disclosed paid by any Acquired Company under each lease agreement and the expiration date of such lease agreement. To Sellers' knowledge, all such leases are valid and in Part 3.6 full force and effect, and each Acquired Company has performed in all material respects all obligations required to be performed by them under such leases. Except as set forth on Schedule 3.6, neither the execution of this Agreement nor the consummation of the Seller Parties Disclosure transactions contemplated hereby will constitute a default by any Acquired Company under any lease described on Schedule and personal property sold since 3.6, and, except as set forth on Schedule 3.6, no consent, approval, or waiver by any lessor under any lease is needed to consummate the date of Contemplated Transactions. Except as disclosed on Schedule 3.6A, the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has Acquired Companies have good and marketable title (to, or a valid and binding leasehold titleinterest in, as all of the case may be) to the Assets free and clear of all EncumbrancesReal Property, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred set forth in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified title policies set forth on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.3.6A.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes Taxes not yet due, (d) defects, irregularities and deficiencies in title that do not impair the use of such property for the purposes for which such property is held by the Company in any material respect, (ive) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred disclosed in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule Letter; and (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put f) Encumbrances that individually or have been put in the Ordinary Course aggregate would not have a Material Adverse Effect on the Company or any of Business and are in good working order, ordinary wear and tear exceptedits assets.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Purchaser copies of all Leases and copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Shareholders' Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Shareholders have delivered or made available to Parent copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired or disposed of such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Shareholders or the Company and relating to ownsuch property or interests. Except with respect to the Excluded Assets, the Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Shareholders' Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of BusinessBusiness or otherwise as permitted herein), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practicepractice or otherwise as permitted herein), which subsequently purchased or acquired properties and assets (other than accounts receivable, inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Shareholders' Disclosure ScheduleLetter. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) Except with respect to the Assets free Excluded Assets, all material properties and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement statutory and nonstatutory landlord liens, and (ve) Encumbrances incurred in liens on property which do not materially affect the Ordinary Course operation of the Business, consistent with past practice, or created by the express provisions business of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (aSchedule 6(f) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by each Acquired Company. The Representative has delivered to Buyer copies of the deeds, leases and other instruments by which each Acquired Company acquired such real property, leaseholds or other interests. The Acquired Companies own all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities owned or operated by the Company purports to ownAcquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 6(f) and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 6(f). The Company is the sole owner Except as set forth on Schedule 6(f), all properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertyproperty or leasehold interests, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (ivb) Encumbrances pursuant with respect to real property or leasehold interests, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 5.6 of the Seller Parties Buyer Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Buyer. Buyer has delivered or made available to Shareholders copies of the deeds and other instruments (Aas recorded) by which Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Buyer relating to such property or interests. Buyer owns all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by Buyer or reflected as owned in the books and records of Buyer, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Seller Parties Buyer Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Buyer since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 5.6 of the Seller Parties Buyer Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. The Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for the personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is Except as set forth in Part 3.6 of the sole owner Disclosure Letter, all material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptednature.

Title to Properties; Encumbrances. The Company does not currently ownExcept for the fee simple interests in real property described on Exhibit 2.7(a)(i) hereof (which real property interests are Excluded Assets), nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 none of the Seller Parties Disclosure Schedule Realty One Companies owns any fee simple interest in real estate or any options to acquire such interests (other than options granted under leases listed on Exhibit 3.6). Exhibit 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Realty One Companies, including the property, the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. Sellers and/or the Realty One Companies have delivered to Insignia copies of the leases by which the Realty One Companies hold real property interests in the possession of Sellers or the Realty One Companies and relating to such property or interests. The Realty One Companies hold good title subject only to the matters permitted by the following sentence, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the Assets that operation of the Company purports to ownbusiness of the Realty One Companies, including all of the properties and assets reflected in the 1996 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule real property and personal property sold disposed of since the date of the 1996 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Realty One Companies since the date of the 1996 Balance Sheet Sheets (except for personal property acquired and sold since the date of the 1996 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Exhibit 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the 1996 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the 1996 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the 1996 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) zoning laws and other land use restrictions that do not impair the Pledge Agreement present use of the property subject thereto; (as defined belowii) easements, conditions, restrictions, covenants and declarations of record or the Facility Agreement in any lease; and (viii) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created those matters which would be disclosed by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule an accurate survey; and (together, the “Permitted Encumbrances”e). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Shareholder's Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or previously owned by the Company. Shareholder has delivered or made available to Parent copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired or disposed of such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Shareholder or the Company and relating to ownsuch property or interests. Except for the real property described in Part 3.6 of the Shareholder's Disclosure Letter under the subheading "Excluded Real Property" which will be distributed to the Shareholder, or its assigns, prior to Closing, the Company does not own any real property. The Company owns (with good and indefeasible title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Shareholder's Disclosure Schedule Letter and personal property sold since the date of the Closing Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business, or otherwise as permitted herein), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Closing Balance Sheet (except for personal property acquired and sold since the date of the Closing Balance Sheet in the Ordinary Course of Business and consistent with past practicepractice or otherwise as permitted herein), which subsequently purchased or acquired properties and assets (other than accounts receivable, inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Shareholder's Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Closing Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Closing Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.liens

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 5.1.4 contains a complete and accurate list of all Facilities, or other interests therein owned or operated by any Seller. Sellers have delivered or made available to Buyer copies of the deeds, leases and other instruments (Aas recorded, where applicable) by which the Assets that Sellers acquired such Facilities, real property, leaseholds and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Company purports possession of Sellers and relating to ownsuch Facilities, including property, leaseholds or interests. The Sellers own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets reflected (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Balance Sheet Facilities owned or operated by the Sellers or reflected as owned in the books and records of the Sellers (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 5.1.4 and personal property acquired or sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) such properties, leaseholds and assets constitute all of the properties, leaseholds and assets owned or used by the Sellers. All of the properties and assets purchased or otherwise acquired by the Company Sellers since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Business, which subsequently purchased or acquired properties and assets (other than inventory Inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 5.1.4. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, easements, Encumbrances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the use of the property subject thereto, or impairs the operations of any Seller, (as defined belowii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the Facility Agreement property subject thereto, and (viii) Encumbrances incurred the matters described in Schedule 5.1.4. All Facilities, buildings, plants, and structures owned by the Ordinary Course Sellers lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Sellers and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds, leases and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold or acquired since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests Ownership Interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests Ownership Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Ownership Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. i. The Company does not currently own, nor has it ever owned Acquired Companies own (a) any with good and indefeasible title in the case of real property, (bsubject only to the matters permitted by the following sentence) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected in the Balance Sheet and the Interim Balance Sheet (except in each case for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property and assets sold or otherwise disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), as otherwise disclosed in Seller's Disclosure Schedule and (B) all of the properties and assets purchased or otherwise acquired which may be transferred by the Company since Acquired Companies on or prior to the date Closing Date as part of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceIntercompany Transactions), which subsequently purchased save for such exceptions as would not individually or acquired collectively have a Material Adverse Effect. Except as set forth in Seller's Disclosure Schedule, all properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are held by an Acquired Company free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature nature, except, with respect to all such properties and assets, assets (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duedue (to the extent such liens have been accounted for in the Balance Sheet and the Interim Balance Sheet), (iii) with respect to real property, (1) imperfections of title, if any, none of which materially detracts from the value of the property subject thereto, and (2) zoning laws and other land use restrictions that do not materially impair the use of the property subject thereto and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) any such matters which would not individually or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or collectively have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepteda Material Adverse Effect.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Sellers' Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the TSL Balance Sheet and the TSL Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the TSL Balance Sheet and the TSL Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the TSL Balance Sheet (except for personal property acquired and sold since the date of the TSL Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Sellers' Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the TSL Balance Sheet and the TSL Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptednature.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 None of the Seller Parties Disclosure Schedule Realty One Companies owns any fee simple interest in real estate or any options to acquire such interests, except fee simple title to real estate held from time to time by Insignia Relocation in the Ordinary Course of Business. Exhibit 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Realty One Companies, including the property, the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. Seller, Insignia and/or the Realty One Companies have delivered to Buyer copies of the leases by which the Realty One Companies hold real property interests in the possession of Seller, Insignia or the Realty One Companies and relating to such property or interests. The copies of such leases delivered to Buyer contain all the agreements between a lessor and the applicable Realty One Company respecting the terms and conditions of such Realty One Company's lease of the premises subject to such lease agreements. The Realty One Companies hold good title, or leasehold title, as applicable, subject only to the matters permitted by the following sentence and otherwise herein, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the operation of the business of the Realty One Companies other than Intellectual Property Assets that the Company purports which shall be subject to ownrepresentations and warranties in Section 3.22, including all of the properties and assets reflected in the Interim 2001 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the Interim 2001 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), ) and (B) all of the properties and assets purchased or otherwise acquired by the Company Realty One Companies since the date of the Interim 2001 Balance Sheet Sheets (except for personal property acquired and sold since the date of the Interim 2001 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Exhibit 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Interim 2001 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim 2001 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 2001 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) zoning laws and other land use restrictions that do not impair the Pledge Agreement present use of the property subject thereto, (as defined belowii) easements, conditions, restrictions, covenants and declarations of record or the Facility Agreement in any lease, and (viii) Encumbrances incurred in the Ordinary Course of the Businessthose matters which would be disclosed by an accurate survey, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule and (together, the “e) Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, licenses, or other interests therein owned by the Acquired Company. Sellers have delivered to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by the Acquired Company or reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lies wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule hereof contains a complete and accurate list of all (A) real property leaseholds, or other realty interests owned by the Assets that Company. The Company does not own any fee simple interest in real estate or any options to acquire the same. Sellers and/or the Company purports have delivered or made available to ownBuyer copies of the leases and other instruments by which the Company holds real property interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company holds good title subject only to the matters permitted by the following sentence, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that presently are used in the operation of the business of the Company, including all of the properties and assets reflected in the April 28, 2007 Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of or acquired since the date of the April 28, 2007 Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the April 28, 2007 Balance Sheet (except for personal property acquired and sold since the date of the April 28, 2007 Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the April 28, 2007 Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the April 28, 2007 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the April 28, 2007 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Xxxx. Xxxx owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Xxxx since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory Inventory and short-term investments) , are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Xxxx, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property owned by the Non-Joint Venture Acquired Companies and all leases, subleases, licenses and other agreements under which any Non-Joint Venture Acquired Company has the right to use or occupy, now or in the future, any real property. The Company has delivered or made available to Acquisition copies of the deeds and other instruments (Aas recorded) by which the Assets Non-Joint Venture Acquired Companies acquired such real property and interests, and copies of all title insurance policies and surveys in the possession of Andal or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company purports they purport to own, including including, in the case of the Non-Joint Venture Acquired Companies, all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet or the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Non-Joint Venture Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is All material personal property and real property owned by the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets Non-Joint Venture Acquired Companies are free and clear of all Encumbrances, except as set forth in Part 3.6 of the Disclosure Letter, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except (i) with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, (d) statutory or common law liens to secure landlords, lessors or renters under leases or rental 23 agreements confined to the premises rented, and (ive) Encumbrances pursuant deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pension programs mandated under applicable legal requirements or other social security, and (ii) with respect to real property, (a) encumbrances of a minor nature that do not, individually or in the Pledge Agreement aggregate, (x) interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of the applicable parcel of owned or leased property as defined belowcurrently used, occupied and operated or (y) materially reduce the fair market value of the applicable parcel of owned or leased property below the fair market value such parcel would have but for such encumbrances, and (b) zoning laws and other land use restrictions, not violated by existing improvements on or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course current use of the Businessreal property or any portion thereof, consistent with past practicethat do not materially impair the present use of the property subject thereto. There are no encroachments or other facts or conditions affecting any parcel of real property owned or leased by any Non- Joint Venture Acquired Company that would be revealed by an accurate survey or physical inspection thereof which would (i) interfere in any material respect with, or created by materially increase the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togethercost of, the “Permitted Encumbrances”)use, occupancy or operation thereof as currently used, occupied and operated or (ii) materially reduce the fair market value thereof below the fair market values such parcel would have had but for such encroachment or other fact or condition. All such assets are suitable for No portion of any improvements on the uses to which they are being put owned or have been put in leased property by any Non-Joint Venture Acquired Company encroaches upon the Ordinary Course property, or otherwise conflicts with the property rights of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, real property leaseholds, or other interests in real property owned by either Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetSheet and the Interim Balance Sheets, as the case may be, in the Ordinary Course of Business), and (B) all . All of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet other than in the Ordinary Course of Business (except for personal property acquired and subsequently sold since the date of the Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, (d) other matters described in materials made available to Buyer, and (ive) Encumbrances pursuant with respect to real property, (i) other Encumbrances, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the present operations of either Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 2.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer at the Company's offices (Aor will deliver or make so available to Buyer within ten (10) days of the Assets that date of this Agreement), copies of the deeds and other instruments (as recorded) by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiiC) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (I) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list and legal description of all (A) the Assets that real property owned by the Company purports (the "Owned Real Property") and a complete and accurate list of each lease of real property owned or used by the Company requiring the payment by the Company of $50,000 or more per year (the "Leased Real Property"). The Company owns (with good and marketable title in the case of real property subject only to the matters permitted by the following sentence and to matters set forth on Schedule 3.6) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the Balance Sheet and the June Balance Sheet, or used in the Company's business except for the assets set forth on Schedule 2.6 as remaining with Guarantor or its Affiliates after Closing (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet or the June Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Business), business) and (B) all of such remaining assets will be owned by the Company after the Closing or will be transferred to the Company at Seller's sole cost and expense after the Closing except in both cases for assets set forth on Schedule 2.6 as remaining with Guarantor or its Affiliates after Closing. All material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet, the June Balance Sheet or listed or required to be listed on Schedule 3.6 are (or will be at the Closing) free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for: (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (b) with respect to real property, (i) minor imperfections of title, if any, none of which, individually or in the aggregate, is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of the Company; (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto, (iii) easements and other restrictions that would not individually or in the aggregate materially impair the present use of the property; and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred matters disclosed in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified title policies referred to on Part Schedule 3.6 of the Seller Parties Disclosure Schedule (together, the “"Real Property Permitted Encumbrances”"). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Seller has delivered or made available to Buyer copies of the deeds and leases and other instruments by which the Company purports occupies or acquired such real property and interests and such instruments are true, complete and accurate. The Company owns (with good and marketable title in the case of real property) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, (d) liens imposed by law and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of Business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the Businesslike, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put e) unperfected purchase money security interests existing in the Ordinary Course of Business without the execution of a separate security agreement, and are (f) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in good working orderamount, ordinary wear materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and tear excepted(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) Neither of the Companies owns any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all Leased Real Property or other interests therein owned or leased by the Companies. The Companies own all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that each of the Assets that the Company Companies purports to ownown or reflected as owned in the books and records of each of the Companies, including all of the properties and assets reflected in the Audited Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Audited Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practice), and (B) all of the properties and assets purchased or otherwise acquired by the Company Companies since the date of the Audited Balance Sheet (except for personal property acquired and sold since the date of the Audited Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Audited Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Leased Real Property, subject to any restrictions set forth in the leases for such Leased Real Property, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Audited Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes Taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments by which the Company purports occupies or acquired such real property and interests and such instruments are true, complete and accurate. The Company owns (with good and marketable title in the case of real property) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet and the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently ownRudy's has good, nor has valid, marketable and indefeasible fee simple title to all the properties and assets which it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including including, without limitation, all of the properties and assets reflected in the Unaudited Balance Sheet (except for Sheet, and all the properties and assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold purchased by Rudy's since the date of the Unaudited Balance Sheet. Schedule 5.10.1 hereto lists each and every parcel of real property owned in fee by Rudy's (such real property is referred to herein as "Owned Real Properties"). Properties and assets reflected in the Unaudited Balance Sheet, as including, without limitation, the case may beOwned Real Properties, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances title defects or objections, liens, mortgages, deeds of trust, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, subleases, rights of occupancy, deed restrictions, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, the Owned Real Properties subject to any rights of way, building use restrictions, exceptions, variances, reservations, variances or limitations reservations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Unaudited Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsmaterial defaults exist, (iib) mortgages imperfections of title, covenants or security interests incurred restrictions, if any, none of which are substantial in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages amount and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute not have a default) existsMaterial Adverse Effect, (iiic) zoning or land use ordinances which would not have a Material Adverse Effect and (d) liens for current taxes not yet duedue and payable. Rudy's is in actual possession of the Owned Real Properties. To the knowledge of Rudy's, no portion of any of the improvements erected on the Owned Real Properties encroaches on adjoining property or public streets and no portion of any of the Owned Real Properties is, or has been, subjected to a special ad valorem tax valuation such that a change in ownership or use (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) whether now existing or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of future) has caused or will cause additional ad valorem taxes to be imposed upon the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedOwned Real Properties.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bSection 3.6(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein currently owned or leased by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), all such properties and assets are in good operating condition (Breasonable wear and tear excepted) and are suitable for their intended use, and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Section 3.6(a) of the Seller Parties Disclosure ScheduleLetter. The Company is Except as set forth in Section 3.6(a) of the sole owner Disclosure Letter, all material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet Financial Statements are free and clear of all Encumbrances other than Permitted Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iii) liens for current taxes not yet duewith respect to real property, (x) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ivy) Encumbrances pursuant to zoning laws and other land use restrictions that do not impair the Pledge Agreement (as defined below) present or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Purchaser copies of all Leases and copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Schedule 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds of real property, or other interests therein owned by any Seymour Company. The Seymour Companies have delivered or will make available to HPII copies of the deeds and other instruments (Aas recorded) in their possession by which any Seymour Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Seymour Companies and relating to such property or interests. The Seymour Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownFacilities owned or operated by the Seymour Companies or reflected as owned in the books and records of the Seymour Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets (1) held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and Letter, (2) personal property and real property valued at less than $100,000 sold or disposed of since the date of the Balance Sheet, as the case may be, Sheet and (3) assets sold in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the any Seymour Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature nature, except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the arm's length purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Seymour Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by any Seymour Company lie wholly within the boundaries of the real property owned by any Seymour Company and do not materially encroach upon the property of, or created by otherwise conflict with the express provisions property rights of, any other Person, which encroachment shall not materially affect the operation of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 3.10 of the Seller Parties Magellan Disclosure Schedule contains a complete and accurate list of all material real property, leaseholds, or other interests therein owned by Magellan and any of its Subsidiaries. Magellan and any of its Subsidiaries own (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by Magellan and any of its Subsidiaries or reflected as owned in the books and records of Magellan and any of its Subsidiaries, including all of the properties and assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.10 of the Seller Parties Magellan Disclosure Schedule and personal property sold or otherwise disposed of since the date of the Magellan Balance Sheet and the Magellan Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Company Magellan and any of its Subsidiaries since the date of the Magellan Balance Sheet (except for personal property acquired and sold since the date of the Magellan Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet are free and clear of all material Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Magellan Balance Sheet or the Magellan Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Magellan Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Magellan or any of its Subsidiaries, and (vii) Encumbrances incurred in zoning Laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by Magellan and any of its Subsidiaries lie wholly within the boundaries of the real property owned by Magellan and any of its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Section 3.6 of the Seller Parties Disclosure Schedule contains Schedule, the financial statements and/or the tax return schedules contain a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own located in the facilities owned, leased or operated by the Company purports to ownor reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all . All of the properties properties, leasehold interests and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property and short-term investments acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Section 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet Sheet, as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (iiic) liens for current taxes not yet duedue and payable, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the existing use of the property subject thereto, or materially impairs the operations of the Company, (as defined belowii) or zoning laws and other land use restrictions that do not materially impair the Facility Agreement present use of the property subject thereto and (viii) Encumbrances incurred items reflected in and/or excepted in the Ordinary Course title commitment obtained for the real property. To the Shareholders' Knowledge, all buildings, plants, and structures owned by the Company lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togetherany other Person, the “Permitted Encumbrances”). All such assets are suitable except as may be reflected in any title commitment obtained for the uses to which they are being put or have been put real property in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedconnection with this transaction.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all Real Property, leaseholds, or other interests therein owned by the Acquired Companies. The Acquired Companies own all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that Facilities currently owned or operated by the Company purports to ownAcquired Companies or reflected as owned in the Books and Records, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance SheetFinancial Statements and the Interim Financial Statements, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet Financial Statements in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is All properties and assets reflected in the sole owner Financial Statements and has good and marketable title (or leasehold title, as the case may be) to the Assets Interim Financial Statements are free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (ia) mortgages or security interests shown reflected on the Balance Sheet as securing specified liabilities Financial Statements or obligationsthe Interim Financial Statements, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired)) all of which are disclosed in Part 3.6 of the Disclosure Letter, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (iiic) liens for current taxes not yet due. At the Closing, and (iv) Encumbrances pursuant to the Pledge Agreement (Company shall, except as defined below) or the Facility Agreement and (v) Encumbrances incurred shown in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Disclosure Letter, hold good and marketable fee title to the owned Real Property and good and marketable leasehold title to the leased Real Property, free and clear of all Encumbrances other than the Permitted Exceptions. No person other than Seller Parties Disclosure Schedule owns any Real Property, other than the leased Real Property, and no person other than Buyer has any right or option (togetherincluding, without limitation, a right of first refusal) to purchase or lease all or any portion of the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedReal Property.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) the Assets that real property, real property leaseholds, or other real property interests therein owned by the Company purports and its Subsidiaries and included with the Acquired Assets. Sellers have delivered or made available to ownBuyer copies of the deeds and other instruments (as recorded) by which the Company and its Subsidiaries acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Subsidiaries and relating to such property or interests. The Company and its Subsidiaries own or by Closing will own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company and its Subsidiaries or reflected as owned in the books and records of the Company and its Subsidiaries, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company and its Subsidiaries since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 were purchased or acquired for an aggregate consideration of the Seller Parties Disclosure Scheduleless than $50,000. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet (and still owned by the Company or any of its Subsidiaries) are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or Part 3.6 of the Disclosure Letter as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company or any of its Subsidiaries, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company and its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and 2.16 sets forth an accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule real and personal property sold since included in "property and equipment" on the date Interim Balance Sheet and all other tangible assets of the Balance Sheet, as the case may be, Companies with a historical cost in the Ordinary Course excess of Business), and $5,000 (Bi) all of the properties and assets purchased or otherwise acquired owned by the Company since the date Companies as of the Balance Sheet Date or (except for personal property ii) acquired and sold since the date of the Balance Sheet Date. Schedule 2.16 also sets forth an accurate list of all real and personal property currently leased by the Companies, and an accurate list of all leases for significant equipment and for all real property leased by the Companies and descriptions of all real property (as currently owned or leased by the Companies) on which plants, buildings, warehouses, workshops, garages and other structures (collectively, the "Structures") and vehicles used in the Ordinary Course operation of Business the business of the Companies are situated and, for each of those properties, the address thereof, the type and consistent with past practice), approximate square footage of each Structure located thereon and the use thereof in the business of the Companies. Schedule 2.16 indicates which subsequently purchased or acquired properties and assets (used in the operation of the businesses of the Companies are currently owned by the Seller, Trusts or Companies or Affiliates of either of the Companies or the Seller or Trusts. Except as specifically identified in Schedule 2.16, all of the tangible assets, plants, Structures, vehicles and other than inventory significant machinery and short-term investments) are equipment owned or leased by the Companies listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and 2.16 are in good working orderorder and condition, ordinary wear and tear excepted. Except as set forth on Schedule 2.16, neither the Companies nor the Seller or Trusts have received any notice nor have any knowledge that any of the real property owned or leased by either of the Companies is or will be affected by any special assessments, condemnation, eminent domain, off-site improvements to be constructed, change in grade of public streets or similar proceedings. There is ingress and egress to and from each of the real properties owned and leased by the Companies of record adequate for the use of such properties as currently operated by the Companies. Except as disclosed in Schedule 2.16, neither of the Companies has made any off-record agreements affecting the ownership, use or occupation of any such properties. Except as set forth on Schedule 2.16, all public utilities, including, without limitation, sewers, water, electric, gas and telephone, required for the operation of each of the real properties owned and leased by the Companies as presently operated are installed and operating, and all installation and connection charges therefor have been paid in full. Except as set forth on Schedule 2.16, both of the Companies and each Subsidiary of both of the Companies have good and indefeasible title to all of the assets reflected in the balance sheets included among the Companies' Financial Statements and acquired since the Balance Sheet Date other than any assets therein reflected that have been sold or otherwise disposed of in the ordinary course of business since the date thereof free and clear of liens, claims and encumbrances other than (i) liens, mortgages, pledges, security interests or other encumbrances securing indebtedness shown on the Companies' Financial Statements, (ii) liens for current taxes, payments of which are not yet delinquent or that are being contested in good faith by appropriate proceedings, (iii) liens in respect of pledges or deposits under workers' compensation laws or similar legislation, or carriers', warehousemen's, mechanics', laborers' and materialmen's and similar liens, if the obligations secured by such liens are not then delinquent or are being contested in good faith by appropriate proceedings, (iv) liens relating to accounts payable incurred in the ordinary course of business and consistent with past practice, and (v) such imperfections of title which do not materially detract from the value of the assets of either of the Companies and any Subsidiary of either of the Companies (collectively, the "Permitted Liens"). Both of the Companies and each Subsidiary of both of the Companies hold under valid lease agreements all real and personal properties that are subject to the leases to which reference is made on Schedule 2.16 and enjoy peaceful and undisturbed possession of such properties under such leases, other than any personal property as to which such leases have terminated in accordance with their terms or in the ordinary course of business since such date. The leases set forth on Schedule 2.16 are in full force and effect and constitute valid and binding agreements of the Companies and, to the Seller's and each Trust's knowledge, the other parties thereto in accordance with their respective terms, and all amounts currently payable thereunder have been paid. Schedule 2.16 sets forth a list of all title reports and title insurance policies received or owned by the Companies with respect to the real property owned or leased by the Companies. Schedule 2.16 includes a summary description of all outstanding commitments of the Companies involving the opening of new operations, expansion of existing operations or the acquisition of any real property or existing business, to which management of the Companies has devoted any significant effort or expenditure in the two-year period prior to the date of this Agreement.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) own any real property. Company has good, valid and marketable title to all personal properties and assets which it purports to own (tangible and intangible), including, without limitation, (bi) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule inventory and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and obsolete equipment sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), (ii) any such personal property in the possession of third parties, and (iii) all the properties and assets purchased by Company since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsinventory) are listed disclosed in Part 3.6 Section 3.10 of the Seller Parties Disclosure Schedule (other than immaterial properties and assets acquired in the ordinary course of business), except in each case for (x) liens for taxes which are not material in amount and which are not yet due and payable or which are being contested in good faith with the appropriate taxing authorities, and (y) statutory, common law, builder, mechanic, warehouseman, materialmen, contractor, workmen, repairmen, carrier or other liens which do not interfere with the use by Company of the assets relating to the business of Company (collectively, “Permitted Liens”). Except as set forth in Section 3.10 of the Disclosure Schedule. The Company is the sole owner , all such properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet assets are free and clear of all Encumbrances and are nottitle defects or objections, Liens, including, without limitation leases (except as set forth in Section 3.13 of the case Disclosure Schedule), chattel mortgages, deed of real propertytrusts, subject to any rights of wayconditional sales contracts, building collateral security arrangements, environmental liens, including environmental land use restrictions, exceptionsand other title or interest retention arrangements, variances, reservations, reservations or limitations of any nature exceptwhatsoever or other right of third parities, whether voluntarily incurred or arising by operation of law, including without limitation, any agreement to give any of the foregoing in the future and any contingent sale or other title retention agreement, except in each case (i) with respect to all such properties and assets, (i) mortgages liens securing specified liabilities or security interests obligations shown on the Balance Sheet as securing specified liabilities or obligationsSheet, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (ii) mortgages for Permitted Liens. The rights, properties and other assets presently owned, leased or security interests incurred licensed by Company and described elsewhere in connection with this Agreement include all rights, properties and other assets necessary to permit Company to conduct its business in all material respects in the purchase of property or assets after same manner as its business has been conducted prior to the date Closing Date. All of the Balance Sheet (such mortgages properties and security interests being limited to the property or assets so acquired)of Company are maintained and operated in conformity with all applicable laws, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet dueordinances, and (iv) Encumbrances pursuant to regulations relating thereto currently in effect, except where such nonconformity would not have a material adverse effect on the Pledge Agreement (as defined below) business or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course operations of Company. All of the Business, consistent with past practice, or created by the express provisions properties and assets of Company set forth in Section 3.10 of the ContractsDisclosure Schedule, each together with all of the type identified on Part 3.6 personal property leased by Company set forth in Section 3.13 of the Seller Parties Disclosure Schedule, constitutes all of the personal property necessary for conducting the business of Company as presently conducted. All personal property owned by Company but in possession of a Person other than Company is as set forth in Section 3.10 of the Disclosure Schedule. Section 3.10 of the Disclosure Schedule (together, the “Permitted Encumbrances”). All such sets forth a list of personal items owned by Shareholder that are not assets are suitable for the uses to which they are being put or have been put in the Ordinary Course properties of Business and are in good working order, ordinary wear and tear exceptedCompany.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Exhibit 3.6 of the Seller Parties Disclosure Schedule hereof contains a complete and accurate list of all real property leaseholds, or other interests therein owned by the FCS Companies. None of the FCS Companies owns any fee simple interest in real estate or any options to acquire the same. Sellers and/or the FCS Companies have delivered or made available to Buyer copies of the leases and other instruments (Aas recorded) by which the Assets FCS Companies hold real property interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the FCS Companies and relating to such property or interests. The FCS Companies hold good title subject only to the matters permitted by the following sentence, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that presently are used in the Company purports to ownoperation of the business of the FCS Companies, including all of the properties and assets reflected in the 1996 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the 1996 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company FCS Companies since the date of the 1996 Balance Sheet Sheets (except for personal property acquired and sold since the date of the 1996 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the 1996 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the 1996 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the 1996 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the FCS Companies, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 2.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property an interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 2.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in easements, rights of way, zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real and immoveable property, real property leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own (Awith good and indefeasible title in the case of real and immoveable property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real and immoveable, personal and moveable, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Interim Balance Sheet Sheets and including all Intellectual Property Assets (as hereinafter defined) (except for (i) assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter, (ii) personal and personal moveable property sold since the date dates of the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Business)Business and (iii) certain real and immoveable property and improvements thereon located in Keller, Texas and identified in Part 3.6 of the Disclosure Letter as sold prior to Closing, and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Interim Balance Sheet Sheets (except for personal and moveable property acquired and sold since the date of the Interim Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet Sheets and all Intellectual Property Assets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages mortgages, hypothecs or security interests shown on the Interim Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event thatb) mortgages, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages hypothecs or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Sheets (such mortgages mortgages, hypothecs and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet duedue or the validity of which is being contested in good faith by appropriate legal proceedings, (d) statutory liens (including materialmen's, mechanic's, repairmen's, landlord's, and (ivother similar liens) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred arising in the Ordinary Course of the Business, consistent connection with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business securing payments not yet due and are payable or, if due and payable, the validity of which is being contested in good working orderfaith by appropriate legal proceedings, ordinary wear and tear excepted(e) such imperfections or irregularities of title, if any, as (A) are not substantial in character, amount, or extent and do not materially detract from the value of the property subject thereto, (B) do not materially interfere with either the present or intended use of such property, and (C) do not, individually or in the aggregate, materially interfere with the conduct of the Acquired Companies normal operations or otherwise have a Material Adverse Effect.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments by which the Company occupies or acquired such real property and interests and such instruments are true, complete and accurate. The Company owns (with good and marketable title in the case of real property) or leases all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet and the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which to the Knowledge of Company and the Sellers, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or materially impairs the use of the property subject thereto, or impairs the operations of the Company, (as defined belowii) or zoning laws and other land use restrictions that do not impair the Facility Agreement present use of the property subject thereto, and (viii) Encumbrances incurred except as set forth in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togetherSchedule, all UCC-1 filings of record represent current, validly existing encumbrances on the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany's assets.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Shareholders' Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or previously owned by the Company. Shareholders have delivered or made available to Parent copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired or disposed of such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Shareholders or the Company and relating to ownsuch property or interests. The Company does not own any real property. The Company owns (with good and indefeasible title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Shareholders' Disclosure Schedule Letter and personal property sold since the date of the Closing Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business, or otherwise as permitted herein), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Closing Balance Sheet (except for personal property acquired and sold since the date of the Closing Balance Sheet in the Ordinary Course of Business and consistent with past practicepractice or otherwise as permitted herein), which subsequently purchased or acquired properties and assets (other than accounts receivable, inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Shareholders' Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Closing Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Closing Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement statutory and nonstatutory landlord liens, and (ve) Encumbrances incurred in liens on property which do not materially affect the Ordinary Course operation of the Business, consistent with past practice, or created by the express provisions business of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany.

Title to Properties; Encumbrances. The Company does not currently own, nor Seller has it ever owned delivered or made available to the Buyer copies of the deeds and other instruments (aas recorded) any by which the Acquired Companies acquired all real property, (b) any leasehold leaseholds, or other interests or (c) any buildingsowned by it, plantsand copies of all title insurance policies, structures and/or equipment. Part 3.6 opinions, abstracts, and surveys in the possession of the Seller Parties Disclosure Schedule contains a complete or the Acquired Companies and accurate list relating to such property or interests. The Acquired Companies have good and valid title to all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of all (A) the Assets that the Company purports to ownAcquired Companies, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownPart 3.6 of the Disclosure Letter contains a complete and accurate list of the Real Property, nor has it ever owned (a) any which includes all real property, leaseholds, or other interests therein owned by any Acquired Company or used in the operation of the Business. The Sellers have delivered or made available to the Buyer copies of the deeds and other instruments (bas recorded) any leasehold interests by which the Acquired Companies acquired the Real Property and copies of the most recent title insurance policies, opinions, abstracts, and surveys in the possession of the Sellers or the Acquired Companies and relating to the Real Property (ccollectively, the "Real Estate Reports"). Except as described in Part 3.6 of the Disclosure Letter, to the Knowledge of the Sellers and the Acquired Companies, (i) any none of the buildings, plantsstructures or improvements constructed on any Real Property encroaches upon adjoining real estate and (ii) all such buildings, structures and/or equipmentand improvements are constructed in accordance with all "set back lines," easements and other restrictions, or rights of record, that have been established by any applicable building or safety code. To the Knowledge of the Sellers and the Acquired Companies, no utility lines serving the Real Property pass over the lands of others except where appropriate easements have been obtained. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all Real Estate Leases. The Sellers have delivered to the Buyer correct and complete copies of all of the Real Estate Leases. All of the leasehold estates purported to be granted by each Real Estate Lease is owned and held by an Acquired Company and such Acquired Company is the owner of all equipment, machinery and other personal property thereon or in the buildings and structures thereon, in each case free and clear of all Encumbrances (Aother than Permitted Encumbrances). Except as described in Part 3.6 of the Disclosure Letter, each Real Estate Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Acquired Company that is party thereto and grants or purports to grant a leasehold estate, free and clear of all Encumbrances (other than Permitted Encumbrances). Except as described in Part 3.6 of the Disclosure Letter, no lessor under any Real Estate Lease is a Related Person to any Seller or Acquired Company. All necessary Governmental Authorizations with respect to each Real Estate Lease have been obtained and all necessary filings or registrations therefor have been made, and there have been no threatened cancellations thereof or outstanding disputes thereunder. Except as described in Part 3.6 of the Disclosure Letter, each Acquired Company has performed all of the obligations required to be performed by it to date under each Real Estate Lease. Except as described in Part 3.6 of the Disclosure Letter, no Acquired Company is in default under any Real Estate Lease, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. All of the property subject to the Real Estate Leases is in good operating condition and repair, ordinary wear and tear excepted. The Acquired Companies own all the Assets that and have good and marketable title to the Company purports Owned Real Estate and to ownthe tangible personal property included within the Assets, including all of the such properties and assets reflected in the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the All Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances (other than Permitted Encumbrances) and are not, in the case of real propertythe Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “except Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. Part 3.6 of the Disclosure Letter also contains a complete and accurate list of all vehicles owned or leased by any Acquired Company and the fixed assets used in the business of any Acquired Company and carried on its books for tax purposes. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Sellers and the Company purports have delivered or made available to ownBuyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule inventory and personal property Rental Equipment sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired inventory and Rental Equipment subsequently sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness), which subsequently purchased or acquired properties and assets (other than inventory inventory, Rental Equipment, and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in the Ordinary Course of Business in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 5.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Coventry. Coventry has delivered to the Shareholders and Members copies of the deeds and other instruments (Aas recorded) by which Coventry acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Coventry and relating to such property or interests. Coventry owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by Coventry or reflected as owned in the books and records of Coventry, including all of the properties and assets reflected in the Coventry Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Coventry Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Coventry since the date of the Coventry Balance Sheet (except for personal property acquired and sold since the date of the Coventry Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Coventry Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Coventry Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Coventry Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Coventry, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Other than as shown on Schedule 3.6, the Company purports owns (with good and marketable title in the case of real property, subject only to ownthe matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) leaseholds, or other interests therein owned by the Assets that Company. Sellers have delivered or made available to Buyer copies of the leases and other instruments by which the Company purports occupies such real property and interests and such instruments are true, complete and accurate. The Company owns or leases all the properties and assets (whether personal, or mixed and whether tangible or intangible) that they purport to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, except for (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.or

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Schedules contains a complete and accurate list of all Facilities (Aexcluding equipment currently owned, operated or used by the AMT Predecessor and any real property that AMT or any AMT Predecessor did not lease), with the exception of the Excluded Assets. The AMT Predecessor owns good and marketable title (subject to Permitted Encumbrances) to all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownFacilities currently owned or operated by the AMT Predecessor or reflected as owned in the books and records of the AMT Predecessor, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Schedules and personal property sold or disposed of since the date of the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Company AMT Predecessor since the date of the Interim Balance Sheet (except for personal property acquired and sold or disposed of since the date of the Interim Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) ), if material, are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedules. The Company is the sole owner AMT Predecessor does not have any obligation to purchase, or owe any indebtedness on, any real property. All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “other than Permitted Encumbrances”). All buildings, plants, and structures owned by the AMT Predecessor lie wholly within the boundaries of the real property owned by the AMT Predecessor and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person, except to the extent that any such assets are suitable for condition would not have a material adverse effect on the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedAMT Predecessor.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by CDT as at the Interim Balance Sheet date. CDT owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company CDT since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory Inventory and short-term investments) , are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of CDT, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 3.1.6 contains a complete and accurate list of all real -------------- property, leaseholds, or other interests therein owned or operated by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds, leases and other instruments (Aas recorded, where applicable) by which the Assets Acquired Companies acquired such real property, leaseholds and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property, leaseholds or interests. The Acquired Companies own (with good and marketable title in the case of real property , subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownFacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 3.1.6 and personal property acquired or sold since the date of the -------------- Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) such properties, leaseholds and assets constitute all of the properties, leaseholds and assets owned or used by the Acquired Companies. All of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Business, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.1.6. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected -------------- in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, easements, Encumbrances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Company, (ii) zoning laws and other land use restrictions that do not impair the present use of the property subject thereto, (ii) mechanics', carriers', workers', repairers' and other similar liens arising as a matter of law, which are not material in nature or amount, (iv) Encumbrances pursuant encumbrances of record that are disclosed in title commitments and title documents provided to the Pledge Agreement (as defined below) or the Facility Agreement Buyer, and (v) Encumbrances incurred in exceptions shown on surveys provided by Sellers or the Ordinary Course Acquired Companies to Buyer, or otherwise obtained by Buyer, prior to the Closing Date; and (e) those items listed on Schedule 3.1.6. All -------------- buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Acquired Company. The Company owns no real property. Sellers have delivered or made available to Buyer copies of the lease pursuant to which the Acquired Company leases such property. The Acquired Company owns all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Seller has delivered or made available to Buyer copies of the deeds, leases and other instruments by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own in connection with the facilities and other assets owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not otherwise required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsBusiness) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant with respect to real property, minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course use of the Business, consistent with past practiceproperty subject thereto, or created by impairs the express provisions operations of the ContractsCompany, each and zoning laws and other land use restrictions that do not impair the present or anticipated use of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein used in connection with the Business. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which Seller or one of the Assets Acquired Companies acquired such real property and/or interests, and copies of all title insurance policies, opinions, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own, or will as of the Closing Date own, (with good and marketable title in the case of owned real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that are used in connection with the Company purports to ownBusiness, or reflected as owned in the books and records of the Acquired Companies or the Business, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases or operating leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired to be owned by the Company Acquired Companies or otherwise in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, any restrictions which have not been identified in documents of ownership or title insurance. All buildings, plants and structures owned by the Pledge Agreement (as defined below) Acquired Companies or otherwise used in connection with the Facility Agreement and (v) Encumbrances incurred in Business lie wholly within the Ordinary Course boundaries of the Businessreal property owned by the Acquired Companies and to Seller’s Knowledge, consistent with past practicedo not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Schedule 2.6 accurately lists (a) the only parcel of real property owned in fee by any real propertyAcquired Company (the "Owned Real Property"), and (b) any all leasehold interests owned by or any other interests in real property used by any Acquired Company (c) any buildings, plants, structures and/or equipmentthe "Leased Real Property"). Part 3.6 The Acquired Companies own (with good and marketable title in the case of the Seller Parties Disclosure Schedule contains a complete Owned Real Property, subject only to the matters permitted by the following sentence) all the properties and accurate list of all assets (Awhether real, personal, or mixed and whether tangible or intangible) reflected as owned in the Assets that the Company purports to ownAcquired Companies' books and records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessCourse), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceCourse), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Owned Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iib) mortgages or security interests incurred in the Ordinary Course in connection with the purchase of property or assets in the Ordinary Course after the date of the Interim Balance Sheet (such these mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, utility easements, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (ivb) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, (as defined belowii) or utility easements serving the Facility Agreement property, and (viii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and to Seller’s Knowledge do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.6 of the Seller Parties Sellers Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by any Acquired Company. The Company and FMS have delivered or specifically identified and made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities currently owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Seller Parties Sellers Disclosure Schedule and personal property and assets sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 4.6 of the Seller Parties Sellers Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of rights-of-way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default Default (or event that, with notice or lapse of time or both, would constitute a defaultDefault) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default Default (or event that, with notice or lapse of time or both, would constitute a defaultDefault) exists, (iiic) liens Liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Company, and (ii) zoning laws and other land use restrictions that do not impair the present use, or use currently contemplated by any Acquired Company, of the property subject thereto. All buildings, plants and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person (except to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created extent such failures would be covered by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”title insurance policies). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any Acquired Companies own no real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipmentestate. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own, subject only to the matters permitted by the following sentence, all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities owned or operated by the Company purports to ownAcquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, Sheet and in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligationsobligations or otherwise disclosed to the Buyer (the "Permitted Encumbrances"), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 2.5 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) the Assets that real property and material tangible personal property of the Company purports (other than inventory acquired in the ordinary course of business). Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller, the Company, Okeechobee Egg, TFS Holdings or the Shareholders and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including but not limited to all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 2.5 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practices), and (B) all of the properties and assets purchased or otherwise acquired by Seller or the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practicepractices), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet, the Interim Balance Sheet and Part 2.5 of the Disclosure Letter are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (ivb) Encumbrances pursuant with respect to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred real property, those matters set forth in the Ordinary Course Commitment, and zoning laws and other land use restrictions noted in the Commitment delivered to and accepted by Buyer in accordance with Section 7.8 of this Agreement. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the Business, consistent with past practice, or created real property owned by the express provisions Company and do not encroach upon the property of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned or leased by the Assets that Company. The Company has distributed to the Seller the real property in Broussard, Louisiana prior to the Closing from which the Company purports operates its business (the “Broussard Property”). The Company owns all the properties and assets (whether tangible or intangible) that they purport to ownown located in the facilities operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and the Broussard Property), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances as of the Closing and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (iiib) liens for current taxes not yet due. All buildings, plants, and (iv) Encumbrances pursuant structures utilized by the Company lies wholly within the boundaries of the real property leased by the Company from the Seller and to the Pledge Agreement (as defined below) or Knowledge of Seller do not encroach upon the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practiceproperty of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any NSL Acquired Company. C. De la Torre has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets NSL Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of C. De la Torre or the NSL Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the NSL Acquired Companies or reflected as owned in the books and records of the NSL Acquired Companies, including all of the properties and assets reflected in the NSL Balance Sheet and the NSL Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the NSL Balance Sheet and the NSL Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company NSL Acquired Companies since the date of the NSL Balance Sheet (except for personal property acquired and sold since the date of the NSL Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the NSL Balance Sheet and the NSL Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptednature.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyers copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such real property or interests. The Acquired Companies own (with good and marketable title in the case of the real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownFacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the . All material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet duedue and (b) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and (ivii) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement zoning laws and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.other land use restrictions

Title to Properties; Encumbrances. The Except as set forth on Schedule 3.7 of the Company does not currently ownDisclosure Letter or in the Completed Commission Filings, nor one of the Operating Subsidiaries or one of their respective Subsidiaries has it ever owned valid title to, or, in the case of leased properties and assets, valid leasehold interests in, (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 all of the Seller Parties Disclosure Schedule contains a complete material tangible and accurate list intangible properties and assets (real and personal) used in connection with the businesses of all (A) the Assets that the Company purports to ownOperating Subsidiaries and their respective Subsidiaries, including including, without limitation, all of the properties and assets reflected in the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2001 and previously supplied by the Company to Purchaser (the "Interim Balance Sheet"), except as indicated in the notes thereto and except for properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed that have been sold or not required to be disclosed otherwise disposed of in Part 3.6 the ordinary course of the Seller Parties Disclosure Schedule and personal property sold since business after the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business)thereof, and (Bb) all of the tangible and intangible properties and assets purchased by the Operating Subsidiaries or any of their respective Subsidiaries since September 30, 2001, except for such properties and assets that have been sold or otherwise acquired disposed of in the ordinary course of business; in each case subject to no material Liens, except for Liens reflected or reserved against in the Completed Commission Filings or the Interim Balance Sheet. The assets and properties owned or held pursuant to valid leases by any Operating Subsidiary or any of their respective Subsidiaries are all of the assets and properties needed by the Operating Subsidiaries and their respective Subsidiaries to operate the businesses of the Company and its Subsidiaries in all material respects as such businesses have been operated by the Company since and its Subsidiaries during the twelve (12)-month period immediately preceding the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedulethis Agreement. The Company is owns no assets other than the sole owner Shares and has good and marketable title (or leasehold title, as conducts no business other than the case may be) business incident to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date ownership of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedShares.

Title to Properties; Encumbrances. The Company does not currently own, nor Seller has it ever owned delivered or made available to Buyer copies of the deeds and other instruments (aas recorded) any by which the Acquired Companies acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own (bwith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) any leasehold interests all the properties and assets (whether real, personal, or (cmixed and whether tangible or intangible) any buildings, plants, structures and/or equipment. Part 3.6 that they purport to own located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownAcquired Companies, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does Acquired Companies do not currently own, nor has it ever owned (a) own any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipmentproperty for their own account. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds owned by any Acquired Company. Seller has delivered or made available to Buyer copies of all leases in the possession of Seller or the Acquired Companies and relating to such leaseholds. The Acquired Companies own good, valid and marketable title to all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities leased or occupied by the Company purports to ownAcquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is All properties and assets of the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Acquired Companies are free and clear of all Encumbrances and are notother (a) mortgages, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages leases or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant . Anything set forth in this Agreement to the Pledge Agreement (as defined below) or the Facility Agreement contrary notwithstanding, references herein to properties and (v) Encumbrances incurred in the Ordinary Course assets of any of the Business, consistent with past practice, or created Acquired Companies do not include properties and assets managed by the express provisions any of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets Acquired Companies which are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedowned by others.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by the Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein used in connection with the Business. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which Seller or one of the Assets Acquired Companies acquired such real property and/or interests, and copies of all title insurance policies, opinions, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own, or will as of the Closing Date own, (with good and marketable title in the case of owned real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that are used in connection with the Company purports to ownBusiness, or reflected as owned in the books and records of the Acquired Companies or the Business, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the material properties and assets purchased or otherwise acquired to be owned by the Company Acquired Companies or otherwise in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, any restrictions which have not been identified in documents of ownership or title insurance. All buildings, plants and structures owned by the Pledge Agreement (as defined below) Acquired Companies or otherwise used in connection with the Facility Agreement and (v) Encumbrances incurred in Business lie wholly within the Ordinary Course boundaries of the Businessreal property owned by the Acquired Companies and to Seller’s Knowledge, consistent with past practicedo not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 4.10 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that real property, leaseholds or other interests therein owned or held by the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary owns, and has ever owned, any real property other than as specified in Section 4.10 of the Disclosure Schedule and, for each such property, Section 4.10 of the Disclosure Schedule sets forth the owner thereof, a brief description thereof (including approximate square footage), when purchased or acquired and the approximate purchase price thereof, the use made of such property and the approximate annual costs, fees and taxes associated with such property. The Company has delivered or made available to Parent true, correct and complete copies of the real property leases to which the Company or any Company Subsidiary is party or pursuant to which it or they use or occupy any real property. Except as set forth in Section 4.10 of the Disclosure Schedule, each of the Company and each Company Subsidiary has good title to all of the assets and properties, real and personal, tangible and intangible, it owns or purports to own, or uses in its business, including all of the properties those reflected on its books and assets reflected records and in the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed accounts receivable collected and inventories, materials and supplies disposed of in Part 3.6 the ordinary course of the Seller Parties Disclosure Schedule and personal property sold since business consistent with past practice after the date of the Balance Sheetmost recent Financial Statements). Each of the Company and each Company Subsidiary has a valid leasehold, as the case may be, license or other interest in the Ordinary Course of Business), and (B) all of the other tangible assets or properties, real or personal, which are used in the operation of its business. Except as set forth in Section 4.10 of the Disclosure Schedule, all assets and properties and assets purchased owned, leased or otherwise acquired used by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The any Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Subsidiary are free and clear of all Encumbrances and are notLiens, except for (a) liens for current Taxes not yet due, (b) workmen's, common carrier and other similar liens arising in the case ordinary course of real propertybusiness, none of which materially detracts from the value or impairs the use of the asset or property subject to any rights of way, building use restrictions, exceptions, variances, reservationsthereto, or limitations impairs the operations of the Company or any nature exceptCompany Subsidiary, (c) Encumbrances or Liens disclosed in the Financial Statements, and (d) with respect to all such properties and assetsreal property, (i) mortgages minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or security interests shown on impairs the Balance Sheet as securing specified liabilities use of the property subject thereto, or obligationsimpairs the operations of the Company or any Company Subsidiary, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (ii) mortgages zoning Laws and other land use restrictions that do not impair the present or security interests incurred in connection with the purchase of property or assets after the date anticipated use of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedsubject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any DLT Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets DLT Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the DLT Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the DLT Acquired Companies or reflected as owned in the books and records of the DLT Acquired Companies, including all of the properties and assets reflected in the DLT Balance Sheet and the DLT Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the DLT Balance Sheet and the DLT Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company DLT Acquired Companies since the date of the DLT Balance Sheet (except for personal property acquired and sold since the date of the DLT Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 4.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the DLT Balance Sheet and the DLT Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptednature.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter]. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. The Company has delivered or made available to Nu-Wave Sub copies of the deeds and other instruments (Aas recorded) by which the Assets that Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Company purports or the Acquired Companies and relating to ownsuch property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.and

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real propertyExcept as otherwise provided in this Section 4.12 or disclosed in Title Policies (as defined below) previously made available to Parent, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 each of the Seller Parties Disclosure Schedule contains a complete Company and accurate list of all (A) the Assets that the Company purports to ownSubsidiaries has good, including valid and marketable title to, or a valid leasehold interest in, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Balance Sheet consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2004 included in the Company SEC Reports filed as of the date hereof (except for properties and assets held under capitalized leases disclosed or not required to be disposed of in the ordinary course of business and consistent with past practices since March 31, 2004). Except as disclosed in Part 3.6 Title Policies previously made available to Parent, none of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional and installment sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), or any option, right of first refusal or right of first offer, except for (i) minor imperfections of title and encumbrance, if any, which in the aggregate are not substantial in amount, do not materially detract from the value of the Seller Parties Disclosure Schedule property or assets subject thereto, and do not impair the operations of the Company and the Company Subsidiaries, (ii) liens for Taxes that are not yet due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (iii) mortgages on real property and certain leased property and security interests in personal property sold in favor of the Secured Creditors (as defined in the Existing Credit Agreement), (iv) easements, restrictions or other encumbrances placed of record since the date of the Balance Sheet, as Title Policies that do not materially and adversely affect the case may be, in the Ordinary Course of Business), and (B) all business of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all Subsidiaries conducted on such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement Real Property and (v) Encumbrances incurred in the Ordinary Course other liens securing indebtedness of the Business, consistent with past practice, Company or created by any Company Subsidiary (other than indebtedness owed to the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put Secured Creditors or have been put capital leases) in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedan aggregate amount not greater than $5,000,000.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Seller have delivered or made available to Buyer copies of the deeds, leases and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Companies and relating to such property or interests.] The Acquired Companies own all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold or acquired since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter]. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests Ownership Interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests Ownership Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Ownership Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.