Common use of Title to Real Property Clause in Contracts

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a "LEASED PROPERTY"). The Clairol Entities, Seller and the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; (3) Permitted Liens; (4) easements, covenants, rights-of-way and other similar restrictions of record; (5) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5), individually or in the aggregate, materially impairs the continued use and operation of the property to which they relate in the Acquired Business.

Title to Real Property. (a) Section 4.10(a)(i) Neither the Company nor any of the Seller Disclosure Schedule sets forth a list of all Company Subsidiaries owns any real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY")property. Section 4.10(a)(ii4.10(a) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Company Subsidiaries (individually, a "LEASED PROPERTY"“Leased Property”). Section 4.10(a) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses, concessions and other agreements relating to the use or occupancy of real property (written or oral), as amended, to which the Company or any of the Company Subsidiaries is a party (“Leases”). The Clairol Entities, Seller and Company and/or one or more of the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (an Owned Property or a Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"“Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, licenses, easements, covenants, rights-of-rights of way and other similar restrictions of any nature whatsoever, except (1i) such as are set forth in Section 4.10 4.10(a) of the Seller Disclosure Schedule; (2ii) leases, subleases and similar agreements set forth in Section 4.12 4.11(a) of the Seller Disclosure Schedule; (3iii) Permitted Liens; (4iv) easements, covenants, rights-of-rights of way and other similar restrictions of recordrecord which do not, individually or in the aggregate, materially impair the continued use and operation of the Assets to which they relate in the business of the Company and the Company Subsidiaries, as presently conducted; (5v) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to the Closing and (vi) (Aa) zoning, building and other similar restrictions, (Bb) mortgages, Liens, easements, covenants, rights-of-rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or any of the Asset Selling Entities, as applicable, have Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (Cc) unrecorded easements, covenants, rights-of-rights of way and other similar restrictions, none of which items set forth in clause clauses (5v) or (vi), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and the Company Subsidiaries as presently conducted.

Title to Real Property. Prior to the Effective Date, Buyer has secured from Title Guaranty of Hawaii, LLC (athe “Title Company”) Section 4.10(a)(icommitments (collectively, the “Title Commitment”) to issue to Buyer at Closing ALTA Owner’s Policies of Title Insurance insuring title to portions of the Real Property, in form and content and including endorsements satisfactory to Buyer (collectively, the “Title Policy”). Seller Disclosure Schedule sets forth a list of all real property shall provide customary affidavits regarding unrecorded leases, construction liens, subdivisions and interests in real property owned in fee covenant violations and other customary matters that are required by the Clairol EntitiesTitle Company to issue the Title Commitment and Title Policy and to omit standard exceptions relating to real estate taxes (excluding rollback taxes), unrecorded mechanics liens and “gap” liability, but Seller shall not otherwise be required to issue any indemnities, assurances, warranties or guaranties to induce issuance of the Title Policy. For all portions of the A&B Land that the Title Company commits to insure under the Title Commitment, ABLR and ABPHR shall convey to Buyer fee simple title by limited warranty deeds in the form attached hereto as Exhibit F (the “Deed”), subject only to the Permitted Exceptions, as further defined below, and the Seller Entities (in the case of Seller Leases and the Seller Entities, solely to the extent such property any and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a "LEASED PROPERTY"). The Clairol Entities, Seller and the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, recorded easements, covenants, rights-of-way agreements and other similar restrictions documents provided for in this Agreement. At the Closing, ABLR and ABPHR shall convey to Buyer all of any nature whatsoevertheir right, except (1) such as are set forth title and interest in Section 4.10 all other portions of the A&B Land by quitclaim deeds, and Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth in Section 4.12 shall cause any affiliated entities holding title to any of the Seller Disclosure Schedule; (3) Permitted Liens; (4) easementsProperty to convey to Buyer all of their right, covenantstitle and interest in all other portions of the Property by quitclaim deeds, rights-of-way and other similar restrictions bills of record; (5) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord sale or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entitiesassignments, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5), individually or . Land shall be described in the aggregateDeeds or quitclaim deeds by the best property descriptions available without having to survey the land or otherwise incur material expense, materially impairs the continued use and operation of the property to which they relate may include describing some such properties in the Acquired Businessquitclaim deeds by their Tax Map Key Numbers. After Closing Seller shall upon request provide Buyer any and all records and documents of any kind or nature in Seller’s possession or control to assist Buyer in obtaining clear title to the Real Property.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule 5.15 sets forth a complete list of ---------------------- all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Crown Parties (individually, an a "OWNED PROPERTYCrown ----- Owned Property"). Section 4.10(a)(ii) and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller Disclosure Crown Parties attached hereto) relating thereto. Schedule 5.15 sets forth a complete list of all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Crown Parties (individually, a "LEASED PROPERTYCrown Leased Property")) and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, Crown Parties have (i) good and insurable fee title to all Crown Owned Property and have (ii) assuming good and adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all Crown Leased Property (an a Crown Owned Property or Crown Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCrown Property" and, collectively, as -------------- "Crown Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way Liens and other similar ---------------- restrictions of any nature whatsoever, except (1A) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; on Schedule 5.15, (2B) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; on Schedule 5.20, (3C) Crown Permitted Liens; , (4D) easements, covenants, rights-of-of- way and other similar restrictions of record; , (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Crown Property made prior to Closing and (F) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, Crown Parties have easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Crown Communications Business, as presently conducted. Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in any material respect (Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "Crown Permitted Real -------------------- Estate Liens"). No condemnation of any material portion of the Crown Properties ------------ has occurred; and the Crown Parties have not received any notice related to any future or proposed condemnation of any material portion of the Crown Properties.

Title to Real Property. (aSchedule 4(j) Section 4.10(a)(i) of the Seller Disclosure Schedule sets will set forth a complete ----------------------- list of all real property and interests in real property owned in fee by the Clairol EntitiesCompany that are used, Seller and held for use or intended to be used primarily in, or necessary for the Seller Entities (in conduct of, the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) current Business (individually, an "OWNED PROPERTYOwned ----- Property")) and identifies any material reciprocal easement or operating -------- agreements relating thereto. Section 4.10(a)(iiSchedule 4(j) of the Seller Disclosure Schedule sets will set forth a complete list of all real property and interests in real property leased by the Clairol EntitiesCompany that are used, Seller and held for use or intended to be used primarily in, or necessary for the Seller Entities (in conduct of, the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) current Business (individually, a "LEASED PROPERTYLeased Property")) and --------------- identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company has (i) good and insurable fee title to all Owned Property and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as ---------------- "Company Properties"), in each case free and clear of all mortgages, Liensliens, ------------------ security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1A) such as are will be set forth in Section 4.10 of the Seller Disclosure Schedule; Schedule 4(j), (2B) leases, subleases and similar agreements that will be set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 4(l), (3C) Permitted Liens; , (4D) easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions of record; , (5E) (AI) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (I) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have Company has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company as presently conducted. The current use by the Company of the petroleum products terminaling, storage and pipeline facilities (each, a "Facility" and -------- collectively, the "Facilities"), offices and other facilities located on Company ---------- Property does not violate any local zoning or similar land use or government regulations in any manner that materially affects, or could reasonably be expected to materially affect, the use or operation of any Facility.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule Exhibit 4.1.12 sets forth a -------------- complete list of all real property and interests in real property owned in fee by Target that are used, held for use or intended to be used primarily in, or necessary for the Clairol Entitiesconduct of, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) current business (individually, an "OWNED PROPERTYOwned ----- Property"). Section 4.10(a)(ii) of the Seller Disclosure Schedule Exhibit 4.1.12 sets forth a complete list of all real property and -------- -------------- interests in real property leased by Target that are used, held for use or intended to be used primarily in, or necessary for the Clairol Entitiesconduct of, Seller and the Seller Entities (in the case current business of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Target (individually, a "LEASED PROPERTYLeased Property"). The Clairol Entities, Seller and the Seller Entities, as applicable, have Target has (i) good and --------------- insurable fee title to all Owned Property and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, ---------------- collectively, as "Company Properties"), in each case free and clear of all ------------------ mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1A) such as are will be set forth in Section 4.10 of the Seller Disclosure Schedule; Exhibit 4.1.12, -------------- (2B) leases, subleases and similar agreements that will be set forth in Section 4.12 of the Seller Disclosure Schedule; Exhibit ------- 4.1.12, (3C) Permitted Liens; , (4D) easements, covenants, rights-of-way way, ------ conditions, restrictions, reservations, licenses and other similar restrictions of record; , (5E) (AI) any conditions that may be shown by a current, accurate survey or physical inspection of any Target Property made prior to Closing and (II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (I) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have Target has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-rights- of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Businessbusiness of Target as presently conducted. The current use by Target of the natural gas gathering and processing facilities (each, a "Facility" and collectively, the "Facilities"), -------- ---------- offices and other facilities located on Target Property does not violate any local zoning or similar land use or government regulations in any manner that materially affects, or could reasonably be expected to materially affect, the use or operation of any Facility.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule 6.11 sets forth a complete ---------------------- list of all real property Real Property and interests in real property Real Property used or held for use in the operation of the businesses of Buyer and its Subsidiaries and owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case Buyer or any of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) its Subsidiaries (individually, an a "OWNED PROPERTYBuyer Owned Property")) and -------------------- identifies any material reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Section 4.10(a)(ii) of the Seller Disclosure Schedule 6.11 sets forth a complete list of all real property Real Property and interests in real property Real Property used, or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by the Clairol Entities, Seller and the Seller Entities (in the case Buyer or any of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) its Subsidiaries (individually, a "LEASED PROPERTYBuyer ----- Leased Property")) and identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. The Clairol Entities, Seller Buyer and the Seller Entities, as applicable, its Subsidiaries have (i) good and insurable fee title to all Buyer Owned Property and have (ii) assuming good and adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all Buyer Leased Property (an a Buyer Owned Property or Buyer Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYBuyer Property" and, -------------- collectively, as "Buyer Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way Liens ---------------- and other similar restrictions of any nature whatsoever, except (1A) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; on Schedule 6.11, (2B) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; on Schedule 6.16, (3C) Buyer Permitted Liens; , (4D) easements, covenants, rights-of-way and other similar restrictions of record; , (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Buyer Property made prior to Closing and (F) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, Buyer Parties have easement rights or on any Company Buyer Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate relate, as presently conducted. Except as set forth on Schedule 6.17, to the knowledge of Buyer, the current use by Buyer and its Subsidiaries of the plants, offices and other facilities located on Buyer Property does not violate any local zoning or similar land use or government regulations in any material respect. No condemnation of any material portion of the Acquired BusinessBuyer Properties has occurred; and Buyer and its Subsidiaries have not received any notice related to any future or proposed condemnation of any material portion of the Buyer Properties.

Title to Real Property. (aSchedule 3.1(y) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Clairol Entities, Seller Company and its subsidiaries other than any real property disposed of after the Seller Entities (date of this Agreement in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assetscompliance with Section 4.1(a) (individually, an "OWNED PROPERTYOwned Property"). Section 4.10(a)(iiSchedule 3.1(y) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and its subsidiaries (other than any real property disposed of after the Seller Entities (date of this Agreement in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assetscompliance with Section 4.1(a) (individually, a "LEASED PROPERTYLeased Property")) and identifies any material leases relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company or a subsidiary has (i) good and insurable marketable fee title to all Owned Property insurable at regular rates and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2A) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 3.1(y), (3B) Permitted Liens; , (4C) easements, covenants, rights-of-of- way and other similar restrictions of record; , (5D) any conditions that would be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (E) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or the Asset Selling Entities, as applicable, have any subsidiary thereof has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5C), (D) and (E), individually or in the aggregate, materially impairs impair the value or the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and its subsidiaries as presently conducted. No local zoning or similar land use or government regulations materially impairs the current use by the Company and its subsidiaries of the plants, offices and other facilities located on Company Property.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule 5.15 sets forth a complete list of ---------------------- all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Crown Parties (individually, an a "OWNED PROPERTYCrown ----- Owned Property"). Section 4.10(a)(ii) and identifies any material reciprocal easement or operating -------------- agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller Disclosure Crown Parties attached hereto) relating thereto. Schedule 5.15 sets forth a complete list of all real property Real Property and interests in real property Real Property used or held for use in the Acquired Business leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Crown Parties (individually, a "LEASED PROPERTYCrown Leased Property")) and --------------------- identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Crown Parties attached hereto) relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, Crown Parties have (i) good and insurable fee title to all Crown Owned Property and have (ii) assuming good and adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all Crown Leased Property (an a Crown Owned Property or Crown Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCrown Property" and, collectively, as -------------- "Crown Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way Liens and other similar ---------------- restrictions of any nature whatsoever, except (1A) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; on Schedule 5.15, (2B) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; on Schedule 5.20, (3C) Crown Permitted Liens; , (4D) easements, covenants, rights-of-of- way and other similar restrictions of record; , (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Crown Property made prior to Closing and (F) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, Crown Parties have easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Crown Communications Business, as presently conducted. Except as disclosed on Schedule 5.18, to the knowledge of the Crown Parties, the current use by the Crown Parties of the plants, offices and other facilities located on Crown Property does not violate any local zoning or similar land use or government regulations in any material respect (Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "Crown Permitted Real -------------------- Estate ------ Liens"). No condemnation of any material portion of the Crown Properties ----- has occurred; and the Crown Parties have not received any notice related to any future or proposed condemnation of any material portion of the Crown Properties.

Title to Real Property. (aSchedule 3.1(y) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a complete list of ---------------------- all real property and interests in real property owned in fee by the Clairol Entities, Seller Company and its subsidiaries other than any real property disposed of after the Seller Entities (date of this Agreement in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assetscompliance with Section 4.1(a) (individually, an "OWNED PROPERTYOwned Property"). Section 4.10(a)(iiSchedule 3.1(y) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and its subsidiaries (other than any real property disposed of after the Seller Entities (date of this Agreement in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assetscompliance with Section 4.1(a) (individually, a "LEASED PROPERTYLeased Property")) and identifies any material leases relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company or a subsidiary has (i) good and insurable marketable fee title to all Owned Property insurable at regular rates and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2A) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 3.1(y), (3B) Permitted Liens; , (4C) easements, covenants, rights-of-way and other similar restrictions of record; , (5D) any conditions that would be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (E) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or the Asset Selling Entities, as applicable, have any subsidiary thereof has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-rights- of-way and other similar restrictions, none of which items set forth in clause clauses (5C), (D) and (E), individually or in the aggregate, materially impairs impair the value or the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and its subsidiaries as presently conducted. No local zoning or similar land use or government regulations materially impairs the current use by the Company and its subsidiaries of the plants, offices and other facilities located on Company Property.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller The Disclosure Schedule sets forth a complete list of all real property owned by any of the Company or the Subsidiaries (each, together with all buildings, improvements and interests in structures located thereon and all easements and rights of way relating thereto, an “Owned Property”) and a complete list of all real property leased or subleased by any of the Clairol EntitiesCompany or the Subsidiaries as a tenant (each, Seller a “Leased Property”, and the Seller Entities (in leases relating thereto are herein referred to as the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a "LEASED PROPERTY"“Real Property Leases”). The Clairol Entities, Seller and Neither the Seller Entities, as applicable, have good and insurable fee Company nor any of the Subsidiaries has done or suffered anything to encumber or imperil title to all any of the Owned Property and have good and valid title Properties or to encumber or imperil its leasehold estate in any of the leasehold estates in all Leased Property Properties (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"“Company Property”), in each case free and clear from the date of all mortgagesacquisition of such title or estate by the Company or such Subsidiary, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoeverrespectively, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; (3i) Permitted Liens; (4ii) easements, restrictive covenants, rights-–of-way –way, encroachments, and other similar restrictions encumbrances on any Company Property that are shown as of record; (5iii) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property; and (iv) (A) platting, subdivision, zoning, building and other similar restrictions, (B) mortgages, Liens, other easements, restrictive covenants, rights-–of-way –way, encroachments, and other similar restrictions encumbrances that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating theretoare not shown of record, and (C) unrecorded easementsreservations of coal, covenantsoil, rights-of-way gas, minerals, and other similar restrictionsmineral interests that are not shown of record, none of which items set forth in clause (5ii), (iii), or (iv) individually or in the aggregate, aggregate materially impairs interferes with the continued use and operation of the property Company Property to which they relate it relates substantially in the Acquired Businessmanner in which such Company Property is currently used and operated. No representation or warranty, express or implied, is made with respect to the fee title to any of the Leased Properties. There are no eminent domain proceedings pending (with respect to which any of Seller, the Company or the Subsidiaries has been served or otherwise notified) or, to the knowledge of Seller, threatened against any Owned Property or any portions thereof. To the knowledge of Seller, there are no eminent domain proceedings pending or threatened against any Leased Property or any portions thereof. Seller has delivered or caused to be delivered to Buyer prior to the execution of this Agreement true and complete copies of all Real Property Leases (including any amendments and renewal letters and any other agreements with respect thereto) held by the Company or any of the Subsidiaries.

Title to Real Property. (aSchedule 3.01(x) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) subsidiaries (individually, an "OWNED PROPERTYOwned Property")) and identifies any material reciprocal easement or operating agreements relating thereto. Section 4.10(a)(iiSchedule 3.01(x) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) subsidiaries (individually, a "LEASED PROPERTYLeased Property")) and identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company or a subsidiary has (i) good and insurable marketable fee title to all Owned Property insurable at regular rates and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2A) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 3.02(x), (3B) Permitted Liens; , (4C) easements, covenants, rights-of-way and other similar restrictions of record; , (5D) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (E) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or the Asset Selling Entities, as applicable, have any subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5C), (D) and (E), individually or in the aggregate, materially impairs impair the value or the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and the subsidiaries as presently conducted. To the knowledge of the Company, the current use by the Company and the subsidiaries of the plants, offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect.

Title to Real Property. Buyer shall have received, at Buyer's ---------------------- sole cost and expense, from a title insurance company licensed to do business in Louisiana, a written commitment to issue a title insurance policy (a) Section 4.10(a)(i) the "Title Policy"), naming Buyer as the insured and insuring that as of the Seller Disclosure Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a "LEASED PROPERTY"). The Clairol Entities, Seller and the Seller Entities, as applicable, have good and insurable Closing Date Buyer is vested with fee title to all Owned Property the Real Property, subject only to non-delinquent real property taxes and assessment, the Permitted Liens and standard preprinted exceptions. Consistent with the foregoing, Buyer shall notify Seller in writing within fifteen (15) days of the date hereof of any material objections to title which are not otherwise permitted pursuant to the terms of this Agreement. Buyer shall be deemed to have good waived its right to object to any such title matters and valid the contingencies to Closing set forth in this Section 7.6 shall be deemed satisfied if Buyer shall fail to timely notify Seller as aforesaid. In the event that at Closing Seller's title to the leasehold estates in all Leased Real Property (an Owned Property or Leased Property being sometimes referred shall be subject to hereinexceptions other than those permitted by this Agreement and as to which Buyer shall have timely notified Seller pursuant to the preceding sentence, individually, as a "COMPANY PROPERTY")Seller shall have the option, in each case free and clear of all mortgagesits sole discretion, Liensto either (x) take no action with respect to such exceptions, leasesin which event Buyer shall have the right to either terminate this Agreement in accordance with Section 8.1 hereof or to close this transaction without any abatement or other reduction in the Purchase Price, assignments(y) take such action as Seller shall deem to be reasonably necessary to transfer title to the Real Property subject only to the exceptions provided for in this Agreement, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 which event Seller shall be entitled to a reasonable adjournment of the date of Closing, not to exceed thirty (30) days, to eliminate such exceptions, but if Seller Disclosure Schedule; shall be unsuccessful in eliminating such exceptions as of such adjourned date and if Buyer is not willing to close, this Agreement shall automatically be terminated, or (2z) leases, subleases and similar agreements set forth in Section 4.12 of xxxxx the Seller Disclosure Schedule; (3) Permitted Liens; (4) easements, covenants, rights-of-way and other similar restrictions of record; (5) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5), individually or Purchase Price in the aggregate, materially impairs amount reasonably required by the continued use and operation of title company to eliminate the property exceptions not provided for in this Agreement. No action taken by Seller to cure or remove any purported title exception shall be an admission that such purported title exception is not among the title exceptions subject to which they relate in the Acquired BusinessBuyer has agreed to accept title.

Title to Real Property. (aSchedule 4(j) Section 4.10(a)(i) of the Seller Disclosure Schedule sets will set forth a complete list of all real property and interests in real property owned in fee by the Clairol EntitiesCompany that are used, Seller and held for use or intended to be used primarily in, or necessary for the Seller Entities (in conduct of, the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) current Business (individually, an "OWNED PROPERTYOwned Property")) and identifies any material reciprocal easement or operating agreements relating thereto. Section 4.10(a)(iiSchedule 4(j) of the Seller Disclosure Schedule sets will set forth a complete list of all real property and interests in real property leased by the Clairol EntitiesCompany that are used, Seller and held for use or intended to be used primarily in, or necessary for the Seller Entities (in conduct of, the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) current Business (individually, a "LEASED PROPERTYLeased Property")) and identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company has (i) good and insurable fee title to all Owned Property and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1A) such as are will be set forth in Section 4.10 of the Seller Disclosure Schedule; Schedule 4(j), (2B) leases, subleases and similar agreements that will be set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 4(l), (3C) Permitted Liens; , (4D) easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions of record; , (5E) (AI) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (II) all immaterial encroachments, overlaps, boundary line disputes and shortages in area and (F) (I) all land use (including environmental and wetlands) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-of-way and other similar restrictions that have been placed by any owner, developer, landlord landlord, sublandlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have Company has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way way, conditions, restrictions, reservations, licenses and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs the continued use and operation of the property to which they relate in the Acquired Business.25 20

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure owns no Real Property. Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule 3.11 sets forth a complete list and description of all real property and interests in real property Real Property used or held for use in the Business leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, a the "LEASED PROPERTY")) and identifies any material leases and reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of the Seller's attached hereto) relating thereto. The Clairol EntitiesSeller has, Seller and the Seller Entities, as applicable, have assuming good and insurable fee adequate title to all Owned Property and have in each lessor of a leasehold estate, good and valid title to the leasehold estates in all the Leased Property (an Owned Property or the Leased Property being sometimes referred to herein, individually, as a the "COMPANY PROPERTY" and, collectively, as "PROPERTIES"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way Liens and other similar restrictions of any nature whatsoever, except (1A) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; on Schedule 3.11, (2B) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; on Schedule 3.11, (3C) Permitted Liens; , (4D) easements, covenants, rights-of-way and other similar restrictions of record; , (5E) any conditions that may be readily determined by a physical inspection of any of the Property made prior to Closing and (F) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Business, as presently conducted. Except as disclosed on Schedule 3.11, to the knowledge of the Seller, the current use by Seller of the plants, offices and other facilities located on the Property does not violate any local zoning or similar land use or government regulations in any material respect (such Liens, encumbrances and imperfections of title described in clause (A), (B), (C), (D), (E) and (F) are hereinafter referred to as "PERMITTED REAL ESTATE LIENS"). No condemnation of any material portion of the Properties has occurred; and Seller has not received any notice related to any future or proposed condemnation of any material portion of the Properties.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule 4.10 sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Subsidiary (individually, a "LEASED PROPERTYLeased Property"). The Clairol Entities, Seller and Company or the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have Subsidiary has good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1a) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; Schedule 4.10, (2b) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 4.12, (3c) Permitted Liens; , (4d) easements, covenants, rights-of-way and other similar restrictions of record; record that do not, individually or in the aggregate, materially impair the use and operation of the Leased Property to which they relate in the business of the Company and the Subsidiary, taken as a whole, as presently conducted, and (5e) (Ai) zoning, building and other similar restrictions, (Bii) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or the Asset Selling Entities, as applicable, have Subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (Ciii) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5e), individually or in the aggregate, materially impairs impair the continued use and operation of the property Leased Property to which they relate in the Acquired Businessbusiness of the Company and the Subsidiary, taken as a whole, as presently conducted. Neither the Company nor the Subsidiary has a fee title interest in any real property.

Title to Real Property. (a) Section 4.10(a)(i) of the Seller Disclosure Schedule 6.11 sets forth a complete list of ---------------------- all real property Real Property and interests in real property Real Property used or held for use in the operation of the businesses of Buyer and its Subsidiaries and owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case Buyer or any of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) its Subsidiaries (individually, an a "OWNED PROPERTYBuyer Owned Property")) and -------------------- identifies any material reciprocal easement or operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Section 4.10(a)(ii) of the Seller Disclosure Schedule 6.11 sets forth a complete list of all real property Real Property and interests in real property Real Property used, or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by the Clairol Entities, Seller and the Seller Entities (in the case Buyer or any of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) its Subsidiaries (individually, a "LEASED PROPERTYBuyer ----- Leased Property")) and identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. The Clairol Entities, Seller Buyer and the Seller Entities, as applicable, its Subsidiaries have (i) good and insurable fee title to all Buyer Owned Property and have (ii) assuming good and adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all Buyer Leased Property (an a Buyer Owned Property or Buyer Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYBuyer ----- Property" and, collectively, as "Buyer Properties"), in each case free and clear -------- ---------------- of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way Liens and other similar restrictions of any nature whatsoever, except (1A) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; on Schedule 6.11, (2B) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; on Schedule 6.16, (3C) Buyer Permitted Liens; , (4D) easements, covenants, rights-of-way and other similar restrictions of record; , (5E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Buyer Property made prior to Closing and (F) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liens, easements, covenants, rights-of-way Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, Buyer Parties have easement rights or on any Company Buyer Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause clauses (5I), (II) and (III), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate relate, as presently conducted. Except as set forth on Schedule 6.17, to the knowledge of Buyer, the current use by Buyer and its Subsidiaries of the plants, offices and other facilities located on Buyer Property does not violate any local zoning or similar land use or government regulations in any material respect. No condemnation of any material portion of the Acquired BusinessBuyer Properties has occurred; and Buyer and its Subsidiaries have not received any notice related to any future or proposed condemnation of any material portion of the Buyer Properties.

Title to Real Property. (a) Section 4.10(a)(i) Part 2.9 of the Seller Disclosure Schedule sets forth a list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased owned by the Clairol Entities, Seller and Companies ("Owned Real Property"). Part 2.9 of the Seller Entities (in the case Disclosure Schedule also sets forth a complete list of Seller and the Seller Entities, solely to the extent such all real property and interests are included in the Acquired Assets) real property leased by any Company (individually, a "LEASED PROPERTYLeased Real Property"). The Clairol Entitiesapplicable Company has (i) good, Seller and the Seller Entities, as applicable, have good marketable and insurable fee title to all Owned Real Property and have (ii) good and valid title to the leasehold estates in all Leased Real Property (an Owned Real Property or Leased Real Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Real Property" and, collectively, as "Company Real Properties"), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoeverEncumbrances, except (1A) such as are set forth in Section 4.10 Part 2.9 of the Seller Disclosure Schedule; , (2B) leases, subleases and similar agreements set forth in Section 4.12 Part 2.9 of the Seller Disclosure Schedule; , (3C) Permitted Liens; any lien for current taxes not yet due and payable, (4D) easements, covenants, rightsright s-of-way and other similar restrictions of record; record that do not (5) (A) zoning, building and other similar restrictions, (B) mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that have been placed by in any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have easement rights or on any Company Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5), individually case or in the aggregate, ) materially impairs detract from the continued use and operation value of the property assets subject thereto or materially impair the operations of the Companies, taken as a whole, (E) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Real Property made prior to which they relate Closing that do not (in any case or in the Acquired Businessaggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Companies, taken as a whole and (F) minor liens that have arisen in the ordinary course of business and have been or will be paid promptly and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Companies, taken as a whole.

Title to Real Property. (aSchedule 3.01(x) Section 4.10(a)(i) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) subsidiaries (individually, an "OWNED PROPERTYOwned Property")) and identifies any material reciprocal easement or operating agreements relating thereto. Section 4.10(a)(iiSchedule 3.01(x) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) subsidiaries (individually, a "LEASED PROPERTYLeased Property")) and identifies any material base leases and reciprocal easement or operating agreements relating thereto. The Clairol Entities, Seller and the Seller Entities, as applicable, have Company or a subsidiary has (i) good and insurable marketable fee title to all Owned Property insurable at regular rates and have (ii) good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTYCompany Property" and, collectively, as "Company Properties"), in each case free and clear of all mortgages, Liensliens, security interests, encumbrances, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except (1) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2A) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; Schedule 3.02(x), (3B) Permitted Liens; , (4C) easements, covenants, rights-of-way and other similar restrictions of record; , (5D) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing and (E) (AI) zoning, building and other similar restrictions, (BII) mortgages, Liensliens, security interests, encumbrances, easements, covenants, rights-rights- of-way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or the Asset Selling Entities, as applicable, have any subsidiary has easement rights or on any Company Leased Property and subordination or similar agreements relating thereto, and (CIII) unrecorded easements, covenants, rights-of-of- way and other similar restrictions, none of which items set forth in clause clauses (5C), (D) and (E), individually or in the aggregate, materially impairs impair the value or the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and the subsidiaries as presently conducted. To the knowledge of the Company, the current use by the Company and the subsidiaries of the plants, offices and other facilities located on Company Property does not violate any local zoning or similar land use or government regulations in any material respect.

Title to Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property or interests in real property. Section 4.10(a)(i) 4.10 of the Seller Disclosure Schedule sets forth a list of all real property true and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) (individually, an "OWNED PROPERTY"). Section 4.10(a)(ii) of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller Company and the Seller Entities (in the case of Seller and the Seller EntitiesCompany Subsidiaries, solely to the extent such property and interests are included in the Acquired Assets) including without limitation all leased operating facilities (individually, a "LEASED PROPERTY"“Leased Property”). The Clairol Entities, Seller and Company or one or more of the Seller Entities, as applicable, have good and insurable fee title to all Owned Property and have Company Subsidiaries has good and valid title to the leasehold estates in all Leased Property (an Owned Property or a Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"“Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-rights of way and other similar restrictions of any nature whatsoever, except (1a) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2b) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; (3c) Permitted Liens; (4d) easements, covenants, rights-of-rights of way and other similar restrictions of record; (5e) any conditions that may be shown by a current, accurate survey or physical inspection of any Company Property made prior to Closing; and (f) (Ai) zoning, building and other similar restrictions, and (Bii) mortgages, Liens, easements, covenants, rights-of-rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller Company or one or more of the Asset Selling Entities, as applicable, have Company Subsidiaries has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (C) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of which items set forth in clause (5d), individually or in the aggregate, materially impairs impair the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company and the Company Subsidiaries as presently conducted. There are no pending or, to the knowledge of Seller, threatened appropriation, condemnation, imminent domain or like proceedings relating to the Leased Properties. Since June 30, 2011, none of the Leased Properties has suffered any material damage by fire or other casualty that is not covered by insurance which has not heretofore been repaired and restored in all material respects, except for damage that would not, individually or in the aggregate, materially impair the continued use and operation of the property to which such damage relates in the business of the Company and the Company Subsidiaries as presently conducted.

Title to Real Property. (a) Section 4.10(a)(i) 4.10 of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Company (individually, an "OWNED PROPERTY"“Owned Property”). Section 4.10(a)(ii) 4.10 of the Seller Disclosure Schedule sets forth a complete list of all real property and interests in real property leased by the Clairol Entities, Seller and the Seller Entities (in the case of Seller and the Seller Entities, solely to the extent such property and interests are included in the Acquired Assets) Company (individually, a "LEASED PROPERTY"“Leased Property”, and each such lease, sublease or similar agreement a “Lease Agreement”). The Clairol Entities, Seller and the Seller Entities, as applicable, have Company has good and insurable fee title to all Owned Property and have has good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a "COMPANY PROPERTY"“Company Property”), in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-rights of way and other similar restrictions and encumbrances of any nature whatsoever, except (1a) such as are set forth in Section 4.10 of the Seller Disclosure Schedule; (2) leases, subleases and similar agreements set forth in Section 4.12 of the Seller Disclosure Schedule; (3b) Permitted Liens; (4d) easements, covenants, rights-of-way rights of way, zoning and other similar restrictions of recordbuilding restrictions; (5e) (A) zoning, building and other similar restrictions, (Bi) mortgages, Liens, easements, covenants, rights-of-covenants and rights of way and other similar restrictions that have been placed by any developer, landlord or other third party on property over which the Clairol Entities, Seller or the Asset Selling Entities, as applicable, have Company has easement rights or on any Company Property and subordination or similar agreements relating thereto, and (Cii) unrecorded easements, covenants, rights-of-covenants and rights of way and other similar restrictions, none of which items set forth in clause (5)non-monetary restrictions that do not, individually or in the aggregate, materially impairs reduce the value of the Company Property or materially impair the continued use and operation of the property to which they relate in the Acquired Businessbusiness of the Company as presently conducted.