Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 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 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 Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and

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 Letter Schedule 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 (A) the Assets that the Company purports to Buyer copies of the deeds and 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 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 facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]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 Letter 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 Busine ssBusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Letter]Schedule. All material properties The Company is the sole owner and assets 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, (ai) 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, (bii) 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, (ciii) liens for current taxes not yet due, and (div) with respect Encumbrances pursuant to real property, the Pledge Agreement (ias defined below) minor imperfections of title, if any, none of which is substantial or the Facility Agreement and (v) Encumbrances incurred in amount, materially detracts from the value or impairs the use Ordinary Course of the property subject theretoBusiness, consistent with past practice, or impairs created by the operations express provisions of any Acquired Companythe Contracts, andeach 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. As of the Effective Date, the Acquired Company does not 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 Letter Schedule contains a complete and accurate list as of the Effective Date 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 (as recordedA) by which Assets that the 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 Company purports 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 facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]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 Letter 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 Busine ssBusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Companies since Company 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 Letter]Schedule. All material properties The Acquired Company is the sole owner and assets 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, (ai) 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, (bii) 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, (ciii) liens for current taxes not yet due, (iv) Encumbrances pursuant to the Pledge Agreement or the Facility Agreement and (dv) Encumbrances incurred in the Ordinary Course of Business, consistent with respect to real propertypast practice, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from or created by the value or impairs the use express provisions of the property subject theretoContracts, 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 impairs have been put in the operations Ordinary Course of any Acquired Companythe Business and are in good working order, andordinary wear and tear excepted.

Title to Properties; Encumbrances. Part 3.6 Except as disclosed in Section 3.14 of the Company Disclosure Letter contains a complete Schedule, the Company 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 each of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestsCompany Subsidiaries has good, 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 valid and marketable title in the case of real propertyto, 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 Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim 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 (a) mortgages or security interests shown on Liens reflected in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of 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) existsDate, (b) mortgages Liens consisting of zoning or security interests incurred in connection with planning restrictions, easements, permits and other restrictions or limitations on the purchase use of real property or assets after irregularities in title thereto, which do not materially impair the date value of such properties or the use of such properties by the Company or any of the Interim Balance Sheet (such mortgages and security interests being limited to Company Subsidiaries in the property or assets so acquired), with respect to which no default (or event that, with notice or lapse operation of time or both, would constitute a default) existsits respective business, (c) 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 (de) with respect materialmen’s, mechanics’, carriers’, workmens’, warehousemens’, repairmens’ and other like Liens arising in the ordinary course of business, or deposits to real propertyretain the release of such Liens (the foregoing Liens (a)-(e), (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use “Permitted Liens”). The Company and each of the property subject theretoCompany Subsidiaries is in compliance with the terms of all material leases of Acquired Assets to which it is a party. All such material leases are in full force and effect, or impairs and the operations Company and each of any 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, andafter 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. Part 3.6 of the Disclosure 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 (as recorded) by which the each Acquired Companies Company acquired such all real property and interestsproperty, 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 each Acquired Companies Company and relating to such property or interests.] The . Each Acquired Companies own 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 such Acquired Companies Company or reflected as owned in the books and records of the such Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the each Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any each Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 4.6 of the Primal Disclosure 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 (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 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 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 4.6 of the Primal Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own 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 it purports 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]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company 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) 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 Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds leases and other instruments (as recorded, if applicable) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real propertyproperty 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 they purport it purports 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]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material Material properties and 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, (a) 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, (b) 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, (c) liens for current taxes not yet due, and (d) 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 value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete ------------ and accurate list of all real property, leaseholds, leaseholds or other interests therein owned owned, leased or used by any Acquired Companythe Sellers. [Sellers have Parent has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Sellers acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys in the possession of Parent, GPX or Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies . Sellers 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, personalpersonal or mixed, or mixed and whether tangible or intangible) that they purport to own [located owned in the facilities owned or operated by the Acquired Companies either Seller's name or reflected as owned in the books and records of the Acquired Companies]Sellers, 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 Disclosure Letter and personal property inventory sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Sellers since the date of the Balance Sheet but before the date of this Agreement (except for personal property inventory acquired and sold since the date of the 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) are listed in Part Schedule 3.6. Schedule 3.6 contains a complete and accurate list ------------ ------------ of all of the Disclosure Letter]fixed assets owned by Sellers as of the date hereof. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notEncumbrances, in the case of real property, subject to except any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, Encumbrance (a) 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) existsSheet, (b) 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 each of which no default (or event that, with notice or lapse of time or both, would constitute a default) existsis listed on Schedule 3.6, (c) which would not be ------------ reasonably likely to have a Material Adverse Effect, (d) liens for current taxes not yet duedue and payable, and (de) 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, thereto or impairs the operations of any Acquired CompanySeller and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, andplants and structures owned by Sellers lie wholly within the boundaries of the real property owned by Sellers and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own Xxxxx 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 Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Xxxxx Balance Sheet and the Xxxxx Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Xxxxx 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 Disclosure Letter]). All material properties and assets reflected in the Xxxxx Balance Sheet and the Xxxxx 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, (a) mortgages or security interests shown on the Xxxxx Balance Sheet or the Xxxxx 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of Xxxxx or any Acquired Companyof its Subsidiaries, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by Xxxxx and its Subsidiaries lie wholly within the boundaries of the real property owned by Xxxxx and its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 None of the Disclosure Letter Companies owns any fee simple interest in real estate or any options to acquire such interests. Schedule 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Companies, including the property, leaseholdsthe address, or other interests therein owned by any Acquired Companyand, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. [Sellers The Seller Parties and/or the Companies have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Acquired Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys interests in the possession of Sellers the Seller Parties or the Acquired Companies and relating to such property or interests.] . The Acquired copies of such leases delivered to Buyer contain all the agreements between a lessor and 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 own (with hold good and marketable title in the case of real propertytitle, or leasehold title, as applicable, subject only to the matters permitted by the following sentence) sentence and otherwise herein, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located are presently used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired Companies]Business, including all of the properties and assets reflected in the Balance Sheet and the Interim 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 Disclosure Letter and personal property sold disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, 2002 Financial Statements in the Ordinary Course of Busine ss), Business) and all of the properties and assets purchased or otherwise acquired by the Acquired 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 practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]except as set forth on Schedule 3.16). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and)

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 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 facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet Financial Statements and the Interim Balance SheetFinancial Statements, as the case may be, in the Ordinary Course of Busine ssBusiness or as set forth in the Contemplated Transactions), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedule 3.6. All material properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet 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, (a) mortgages or security interests shown on the Balance Sheet Financial Statements or the Interim Balance Sheet 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any NSL Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the NSL Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers 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 facilities 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andnature.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or leaseholds and other interests therein in real property owned by any Acquired Company. [Sellers 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 (which 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 the deeds and other any instruments (as recorded, if applicable) by which the Acquired Companies acquired such real property leaseholds and interests, 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 facilities owned or operated by the Acquired Companies or and as 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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 (a) 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, (b) 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 (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Company Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 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 Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the April 4, 1999 Balance Sheet and the Interim Balance Sheet Past Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Company Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim April 4, 1999 Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 practiceBusiness) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Company Disclosure Letter]Schedule. All material properties and assets reflected in the April 4, 1999 Balance Sheet and the Interim Balance Sheet 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 the Company, andand (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds leases and other instruments (as recorded) by which the Acquired Companies acquired Company occupies such real property and interestsinterests and such instruments are true, complete and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers accurate. The Company owns 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) leases all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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 (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andor

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (cC) liens for current taxes not yet due, and (d) with respect to real property, (iI) 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, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 Section 4.10 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned or held by the Company or any Acquired CompanyCompany Subsidiary. [Sellers have 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 Buyer Parent true, correct and complete copies of the deeds and other instruments (as recorded) by real property leases to which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Company or the Acquired Companies and relating any Company Subsidiary is party or pursuant to such property which it or interests.] The Acquired Companies own (with good and marketable title in the case of they use or occupy any real property. Except as set forth in Section 4.10 of the Disclosure Schedule, subject only each of the Company and each Company Subsidiary has good title to all of the matters permitted by the following sentence) all the properties assets and assets (whether realproperties, real and personal, tangible and intangible, it owns or mixed and whether tangible purports to own, or intangible) that they purport to own [located uses in the facilities owned or operated by the Acquired Companies or its business, including those reflected as owned in the on its books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim 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 Disclosure Letter and personal property sold since business consistent with past practice after the date of the Balance Sheet most recent Financial Statements). Each of the Company and the Interim Balance Sheeteach Company Subsidiary has a valid leasehold, as the case may be, license or other interest in the Ordinary Course of Busine ss), and all of the properties and other tangible assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet properties, real or personal, which are used in the Ordinary Course operation of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed its business. Except as set forth in Part 3.6 Section 4.10 of the Disclosure Letter]. All material Schedule, all assets and properties and assets reflected in owned, leased or used by the Balance Sheet and the Interim Balance Sheet Company or any Company Subsidiary are free and clear of all Encumbrances and are notLiens, 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 (a) 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) existsliens for current Taxes not yet due, (b) mortgages workmen's, common carrier and other similar liens arising in the ordinary course of business, none of which materially detracts from the value or security interests incurred in connection with impairs the purchase of property or assets after the date use of the Interim Balance Sheet (such mortgages and security interests being limited to asset or property subject thereto, or impairs the property operations of the Company 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) existsany Company Subsidiary, (c) liens for current taxes not yet dueEncumbrances or Liens disclosed in the Financial Statements, 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 impairs the use of the property subject thereto, or impairs the operations of the Company or any Acquired CompanyCompany Subsidiary, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers Seller have delivered or made available to Buyer copies of the deeds deeds, leases and 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 possession of Sellers 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [The Company owns no real property. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by lease pursuant to which the Acquired Companies acquired Company leases 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.] property. 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) 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 Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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 (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers and the Company have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 practice) [Business), 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 Disclosure Letter]Schedule. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 2.5 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or property and material tangible personal property of the Company (other interests therein owned by any Acquired Companythan inventory acquired in the ordinary course of business). [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller, the Company, Okeechobee Egg, TFS Holdings or the Acquired Companies Shareholders and relating to such property or interests.] . The Acquired Companies own 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 Companies or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness and consistent with past practices), and all of the properties and assets purchased or otherwise acquired by Seller or the Acquired Companies 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 Disclosure Letter]practices). All material properties and assets reflected in the Balance Sheet and 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, (a) 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, (b) 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, (c) liens for current taxes not yet due, and (db) with respect to real property, (i) minor imperfections those matters set forth in the 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 titlethis Agreement. All buildings, if anyplants, none of which is substantial in amount, materially detracts from and structures owned by the value or impairs Company lie wholly within the use boundaries of the real property subject thereto, or impairs owned by the operations Company and do not encroach upon the property of any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 the Buyer copies of the deeds and other instruments (as recorded) by which the each Acquired Companies Company acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Sellers or the each Acquired Companies Company and relating to such property or interests.] The . Each Acquired Companies own 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 such Acquired Companies Company or reflected as owned in the books and records of the such Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the each Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any each Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 Schedule 2.6 accurately lists (a) the only parcel of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein property owned in fee by any Acquired Company. [Sellers have delivered Company (the "Owned Real Property"), and (b) all leasehold interests owned by or made available to Buyer copies of the deeds and any other instruments (as recorded) by which the Acquired Companies acquired such interests in real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in used by any Acquired Company (the possession of Sellers or the Acquired Companies and relating to such property or interests.] "Leased Real Property"). The Acquired Companies own (with good and marketable title in the case of real propertythe 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 they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the Acquired Companies' books and records of the Acquired Companies]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 Disclosure Letter 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 Busine ssCourse), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]Course). All material properties and 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, (a) 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 (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 4.6 of the Disclosure 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 (as recorded) by which the 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 facilities 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andnature.

Title to Properties; Encumbrances. Part Section 3.6 of the Disclosure Letter 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 any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 it purports to own [located in the facilities owned owned, leased or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Section 3.6 of the Disclosure Letter 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 Busine ssBusiness), and all . All of the properties properties, leasehold interests and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedule. All material properties and 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) 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 material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (c) liens for current taxes not yet duedue and payable, 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 impairs the existing use of the property subject thereto, or materially impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto and (iii) items reflected in and/or excepted in the 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 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, except as may be reflected in any title commitment obtained for the real property in connection with this transaction.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 Buyers copies of the deeds and 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 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 facilities 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 Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) 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, (b) 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, (c) liens for current taxes not yet due, due and (db) 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, andand (ii) zoning laws and other land use restrictions

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or leased by any Acquired the Company. [Sellers have delivered or made available The Company has distributed to Buyer copies of the deeds and other instruments (as recorded) by Seller the real property in Broussard, Louisiana prior to the Closing from which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in Company operates its business (the possession of Sellers or the Acquired Companies and relating to such property or interests.] “Broussard Property”). 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) 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 Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness and the Broussard Property), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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 (cb) liens for current taxes not yet due. All buildings, plants, and (d) with respect to structures utilized by the Company lies wholly within the boundaries of the real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts property leased by the Company from the value or impairs Seller and to the use Knowledge of Seller do not encroach upon the property subject theretoof, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete 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.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or leases all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedule. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not impair the present use of the property subject thereto, and (iii) except as set forth in Part 3.6 of the Disclosure Schedule, all UCC-1 filings of record represent current, validly existing encumbrances on the Company's assets.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own 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 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 2.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer at the Company's offices (or will deliver or make so available to Buyer within ten (10) days of the date of this Agreement), copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part (a) Schedule 3.6 of the Disclosure Letter contains a complete and accurate list and legal description of all real property, leaseholds, or other interests therein property owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies the Company (the "Owned Real Property") and a complete and accurate list of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such each lease of real property and interests, and copies owned or used by the Company requiring the payment by the Company of all title insurance policies, opinions, abstracts, and surveys in $50,000 or more per year (the possession of Sellers or the Acquired Companies and relating to such property or interests.] "Leased Real Property"). The Acquired Companies own Company owns (with good and marketable title in the case of real property, property subject only to the matters permitted by the following sentencesentence 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 [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim June Balance Sheet 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 Disclosure Letter and personal property sold since the date of the Balance Sheet and or the Interim June Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ss), business) and all of the properties and such remaining assets purchased or otherwise acquired will be owned by the Acquired Companies since Company after the date of Closing or will be transferred to the Balance Sheet (Company at Seller's sole cost and expense after the Closing except in both cases for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent assets set forth on Schedule 2.6 as remaining with past practice) [, which subsequently purchased Guarantor or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]its Affiliates after Closing. All material properties and assets reflected in the Balance Sheet and Sheet, the Interim 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: (a) 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, (b) 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, (c) liens for current taxes not yet due, and (db) with respect to real property, (i) minor imperfections of title, if any, none of which 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 any Acquired the Company; (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto, and(iii) easements and other restrictions that would not individually or in the aggregate materially impair the present use of the property; and (iv) matters disclosed in the title policies referred to on Schedule 3.6 (together, the "Real Property Permitted Encumbrances").

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 (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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 Companies or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned or leased by the Company in Broussard, Louisiana lie wholly within the boundaries of the real property leased by the Company in Broussard, Louisiana and do not encroach upon the real property of, or otherwise conflict with the real property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 (a) Section 3.6(a) of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein currently owned or leased by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim 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 Disclosure 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 Busine ssBusiness), all such properties and assets are in good operating condition (reasonable wear and tear excepted) and are suitable for their intended use, and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All Except as set forth in Section 3.6(a) of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim 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, (ai) 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, (bii) 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, (c) liens for current taxes not yet due, and (diii) with respect to real property, (ix) 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 the Company, andand (y) 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. (a) Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyCDT as at the Interim Balance Sheet date. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own CDT 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 it purports 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]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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedule. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanyCDT, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and 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 possession of Sellers 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 it purports 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]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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 (c) liens for current taxes Taxes not yet due, and (d) with respect to real propertydefects, (i) minor imperfections of title, if any, none of which is substantial irregularities and deficiencies in amount, materially detracts from the value or impairs title that do not impair the use of such property for the purposes for which such property subject theretois held by the Company in any material respect, (e) Encumbrances disclosed in Part 3.6 of the Disclosure Letter; and (f) Encumbrances that individually or impairs in the operations aggregate would not have a Material Adverse Effect on the Company or any of any Acquired Company, andits assets.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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 Purchaser copies of all Leases and copies of the deeds and 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 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Shareholders' Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers Shareholders have delivered or made available to Buyer Parent copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired or disposed of such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Shareholders or the Acquired Companies Company and relating to such property or interests.] The Acquired Companies own . 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) 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]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 Shareholders' Disclosure Letter and personal property sold since the date of the Interim Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness or otherwise as permitted herein), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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) [practice 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 Shareholders' Disclosure Letter]. All Except with respect to the Excluded Assets, all material properties and 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, (a) 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, (b) 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, (c) liens for current taxes not yet due, and (d) with respect to real propertystatutory and nonstatutory landlord liens, and (ie) minor imperfections of title, if any, none of liens on property which is substantial in amount, do not materially detracts from affect the value or impairs the use operation of the property subject thereto, or impairs business of the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 Section 4.19 of the Twister Disclosure Letter contains a complete and accurate list of Schedule sets forth all real propertyproperty owned or leased by Twister and the Twister Subsidiaries (the "Twister Real Property"), leaseholds, or other interests therein indicating which facilities are owned by any Acquired Companyand which are leased. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Except as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys disclosed in the possession Twister Current Reports and as described in clause (ii) below: (i) each of Sellers or Twister and the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good Twister Subsidiaries has good, valid and marketable title in the case to, or a valid leasehold interest in, as applicable, all of real property, subject only to the matters permitted by the following sentence) all the its properties and assets (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in ), including, without limitation, all Twister Real Property and all 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 other properties and assets reflected in the Balance Sheet consolidated balance sheet of Twister and the Interim Balance Sheet Twister Subsidiaries at December 31, 1996 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 practicepractices since December 31, 1996) [, which subsequently purchased 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 Disclosure Letter]. All material properties and 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 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 respect past practice subsequent to all such properties March 31, 1997 and assetsliens for taxes not yet due and payable, (a) easements and restrictions of record, unrecorded and undelivered mortgages between a Twister Subsidiary and a joint venture entity in which Twister is a limited partner or security interests shown on a managing member and minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the Balance Sheet value of the property or assets subject thereto and do not impair the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which operations of Twister and the Twister Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (or and no event thathas occurred which, with notice or lapse and the passage of time or both, would constitute a defaultdefault under such lease) existswhich would have a Material Adverse Effect on Twister. Except as would not cause a Material Adverse Effect on Twister, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date all of the Interim Balance Sheet (such mortgages properties and security interests being limited to assets of Twister and the property or assets so acquired)Twister Subsidiaries are, with respect to which no default (or event thatin all material respects, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet duein good operating condition and repair, and (d) with respect to real propertymaintenance thereon has not been deferred beyond industry standards, (i) minor imperfections of title, if any, none of and are suitable for the purposes for 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, andthey are presently being used.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, real property leaseholds, or other interests therein in real property owned by any either Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 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 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 Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Busine ss), and all Business. All of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]Schedule 3.6. All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) 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, (c) liens for current taxes not yet due, (d) other matters described in materials made available to Buyer, and (de) with respect to real property, (i) minor imperfections of titleother Encumbrances, 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 present operations of any either Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 5.6 of the Buyer Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired CompanyBuyer. [Sellers have Buyer has delivered or made available to Buyer Shareholders copies of the deeds and other instruments (as recorded) by which the Acquired Companies Buyer 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 Buyer 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) . Buyer owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Buyer or reflected as owned in the books and records of the Acquired Companies]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 Buyer Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Buyer Disclosure Letter]. All material properties and 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, (a) 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, (b) 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 (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Shareholders' Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or previously owned by any Acquired the Company. [Sellers Shareholders have delivered or made available to Buyer Parent copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired or disposed of such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Shareholders or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies Company does not own any real property. The Company owns (with good and marketable 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) 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]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Shareholders' Disclosure Letter and personal property sold since the date of the Closing Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness, or otherwise as permitted herein), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 practice) [practice 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 Shareholders' Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) liens for current taxes not yet due, and (d) with respect to real propertystatutory and nonstatutory landlord liens, and (ie) minor imperfections of title, if any, none of liens on property which is substantial in amount, do not materially detracts from affect the value or impairs the use operation of the property subject thereto, or impairs business of the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 4.9.1 The Company owns the real property listed in Schedule 4.9.1(a) (the "Real Property"), which ownership interests are in full force and effect. Schedule 4.9.1(a) sets forth a list and brief description of the Disclosure Letter contains a complete and accurate list Real Property. Except as set forth in such Schedule, Company has the right to quiet enjoyment of all the Real Property described in such Schedule and its ownership interests therein are not subject or subordinate to any Encumbrance except for Permitted Encumbrances. The Company has enforceable options to acquire or the exclusive right to evaluate the real propertyproperty listed on Schedule 4.9.1(b) (the "Optioned Real Property") and upon exercise of such options will have the right to quiet enjoyment of all Optioned Real Property and its ownership interests therein will not be subject or subordinate to any Encumbrance except for Permitted Encumbrances. Except as set forth on Schedule 4.9.1(a) and (b), leaseholdsand except for Permitted Encumbrances, there are no agreements or other interests therein owned documents governing or affecting the ownership of the Real Property or the Optioned Real Property by any Acquired Company. [Sellers have delivered or made available to Buyer Complete and correct copies of any instruments evidencing Encumbrances, commitments for the deeds issuance of title insurance, title opinions, surveys and other instruments (as recorded) by which the Acquired Companies acquired such real property appraisals in Seller's or Company’s possession and interests, and copies any policies of all title insurance policies, opinions, abstracts, currently in force and surveys in the possession of Sellers Seller or Company with respect to each such parcel of Real Property or the Acquired Companies and relating Optioned Real Property have heretofore been delivered by Seller to Buyer. Neither the whole nor any part of the Real Property or the Optioned Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the best Knowledge of Seller or Company, no such condemnation or other taking is threatened or contemplated. Caldas has exclusive exploratory rights with respect to such property or interests.] The Acquired Companies own (Real Property and will have such rights with good and marketable title in the case of real property, subject only respect to the matters permitted by the following sentence) all the properties and assets (whether realOptioned Real Property upon acquisition, personalpursuant to applicable law, 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 Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances disputes, taxes 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andEncumbrances.

Title to Properties; Encumbrances. Except as set forth in Part 3.6 of the Disclosure Letter contains a complete Letter, the Company 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 (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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies its Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentencePermitted Encumbrances) 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]own, including all of the properties and assets reflected in the Balance Sheet and the Interim its Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the such Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies them since the date of the such Balance Sheet (except for personal property acquired and sold since the date of the such Balance Sheet in the Ordinary Course of Business Business). The Company has delivered or made available to the Buyer copies of the deeds and consistent with past practiceother instruments (as recorded) [by which the Company and its Subsidiaries acquired title to any real property, which subsequently purchased or acquired and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to such property and assets. All such material owned properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim such 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim such 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, (c) liens Encumbrances for current taxes 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired of the Company and its Subsidiaries, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) items listed in any title reports issued with respect to such real property (the matters set forth in (a) through (d), "Permitted Encumbrances"). To the Knowledge of the Company, andall buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete 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.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andsubject

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any NSL Acquired Company. [Sellers have C. De la Torre has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the NSL Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers 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 facilities 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andnature.

Title to Properties; Encumbrances. Part 3.6 Section 3.10 of the Magellan Disclosure Letter Schedule contains a complete and accurate list of all material real property, leaseholds, or other interests therein owned by Magellan and any Acquired Companyof its Subsidiaries. [Sellers have delivered or made available to Buyer copies Magellan and any of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies its Subsidiaries 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 Magellan and any of its Subsidiaries or reflected as owned in the books and records of the Acquired Companies]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 Magellan Disclosure Letter 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 Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) liens for current taxes 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 impairs the use of the property subject thereto, or impairs the operations of Magellan or any Acquired Companyof its Subsidiaries, andand (ii) zoning Laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of the Real Property, which includes all real property, leaseholds, or other interests therein owned by any Acquired CompanyCompany 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 (as recorded) by which the Acquired Companies acquired such real property and interests, the Real Property and copies of all 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 (collectively, 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) none of the buildings, structures or improvements constructed on any Real Property encroaches upon adjoining real estate and (ii) all such buildings, structures and 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 Disclosure 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 interests.] in the buildings and structures thereon, in each case free and clear of all Encumbrances (other 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 (with all the Assets and have good and marketable title in the case of real property, subject only to the matters permitted by Owned Real Estate and to the following sentence) all tangible personal property included within 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]Assets, including all of the such properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Assets 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andexcept Permitted Encumbrances.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers and the Company have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 ). Except as set forth in Part 3.6 of the Disclosure Letter]. All , all material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person, and (e) other items, if any, in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made will make available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 Facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) mortgages or security interests incurred in connection with the arm's length 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, licenses, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter hereof contains a complete and accurate list of all real property, property leaseholds, or other realty interests therein owned by any Acquired the 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 have delivered or made available to Buyer copies of the deeds leases and other instruments (as recorded) by which the Acquired Companies acquired such Company holds real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own (with Company holds good and marketable title in the case of real property, 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 they purport to own [located presently are used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired Companies]business of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim 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 Disclosure Letter and personal property sold disposed of or acquired since the date of the April 28, 2007 Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (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. Part 3.6 Each of the Disclosure Letter contains a complete Company and accurate list of all real propertythe --------------------------------- Company Subsidiaries has good, 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 (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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible 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 including, without limitation, 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 Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and having an aggregate book value not in excess of $ 1,000 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 Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and the Interim Balance Sheet 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, (a) mortgages or security interests liens 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, (b) 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 Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), Sheet,] with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (ib) minor imperfections of title, if any, none of which is are substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of the Company or any Acquired CompanyCompany Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice [since the date of the Balance Sheet]; and (c) liens for current taxes not yet due. The rights, andproperties and other assets presently owned, leased or licensed by the Company and 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 date hereof.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own 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 connection with the facilities and other assets owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 otherwise required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Interim Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (ai) 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, (bii) 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, (ciii) liens for current taxes not yet due, and (div) 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 the Company, andand 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. Part 3.6 of the Disclosure 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 (as recorded) by which the Acquired Companies acquired such all real property and interestsproperty, 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 (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 Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter The Company does not own any real property. Schedule 3.7 contains a complete and accurate list ------------ of all real property, leaseholds, Leased Real Property or other interests therein owned or leased by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 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) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport the Company purports 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]Company, including all of the properties and assets reflected in the Year-End 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 Disclosure Letter Schedule 3.7 and personal property sold since the date of the Year-End ------------ Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness and consistent with past practice), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Year-End Balance Sheet (except for personal property acquired and sold since the date of the Year-End 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 Disclosure Letter]). All material properties and assets reflected in the Year-End 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 rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests Security Interests shown on the Year-End 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, (b) mortgages or security interests 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 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 (c) liens for current taxes 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure 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 Purchaser copies of all Leases and copies of the deeds and 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 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 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 Schedule 3.6 of the Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 4.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 its properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports 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]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-short term investments) are listed in Part 3.6 4.6 of the Disclosure Letter]. For avoidance of doubt, the real property described in the first paragraph of section 2 of Part 4.6 of the Disclosure Letter (the “Livonia Property”) which will be contributed to NexGen as described in Section 6.10, will not comprise part of the real property owned by the Company as of the Closing Date; provided, however, that notwithstanding anything else the Livonia Property shall be treated as part of the owned real property of the Comany for purposes of this Section 4.6. All material properties and 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, (a) those items disclosed in Part 4.6 of the Disclosure Letter, (b) 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, (bc) 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, (cd) liens for current taxes not yet due, and (de) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from zoning laws and other land use restrictions that do not impair the value present or impairs the anticipated use of the property subject thereto. All buildings, plants, 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 impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 Section 3.11 of the CBT Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Companythe Purchaser and the Subsidiaries. [Sellers have delivered or made available to Buyer copies of The Purchaser and the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies Subsidiaries 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]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 Disclosure Letter Seller 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 ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Purchaser and the Subsidiaries 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 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) are listed in Part 3.6 of the Disclosure Letter]). All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Companythe Purchaser or the Subsidiaries, andand (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 Acquired Companies do not own any real property for their own account. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein leaseholds owned by any Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and 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 leases in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] leaseholds. The Acquired Companies own (with good good, valid 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 leased or operated occupied 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in of the Balance Sheet and the Interim Balance Sheet Acquired Companies 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, other (a) mortgages 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, (b) 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 (c) liens for current taxes not yet due. Anything set forth in this Agreement to the contrary notwithstanding, references herein to properties and (d) with respect to real property, (i) minor imperfections assets of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use any of the property subject thereto, or impairs Acquired Companies do not include properties and assets managed by any of the operations of any Acquired Company, andCompanies which are owned by others.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company 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) 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 Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein property owned by the Non-Joint Venture Acquired Companies and all leases, subleases, licenses and other agreements under which any Non-Joint Venture Acquired CompanyCompany has the right to use or occupy, now or in the future, any real property. [Sellers have The Company has delivered or made available to Buyer Acquisition copies of the deeds and other instruments (as recorded) by which the Non-Joint Venture Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, policies and surveys in the possession of Sellers 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 they purport to own [located own, including, in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records case of the Non-Joint Venture 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 Disclosure Letter and personal property sold since the date of the Balance Sheet and or the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties personal property and assets reflected in real property owned by the Balance Sheet and the Interim Balance Sheet Non-Joint Venture Acquired Companies are free and clear of all Encumbrances Encumbrances, except as set forth in Part 3.6 of the Disclosure Letter, 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, (a) 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, (b) 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, (c) 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 (de) 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, (ia) encumbrances of a minor imperfections nature that do not, individually or in the aggregate, (x) interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of titlethe applicable parcel of owned or leased property as currently used, if anyoccupied 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, none and (b) zoning laws and other land use restrictions, not violated by existing improvements on or the current use of which is substantial in amountthe real property or any portion thereof, that do not materially detracts from impair the value or impairs 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 impairs materially increase the operations cost of, the 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. No portion of any improvements on the owned or leased property by any Non-Joint Venture Acquired CompanyCompany encroaches upon the property, andor otherwise conflicts with the property rights of any other Person.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired Companyused in connection with the Business. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which Seller or one of the Acquired Companies acquired such real property and and/or interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own 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, personal or mixed and whether tangible or intangible) that they purport to own [located are used in connection with the facilities owned or operated by the Acquired Companies Business, or reflected as owned in the books and records of the Acquired Companies]Companies or the Business, including all of the properties and assets reflected in the Balance Sheet and the Interim 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired to be owned by the 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 Disclosure Letter]). All material properties and 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, reservations or limitations of any material nature except, with respect to all such properties and assets, (a) 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, (b) 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 material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections any restrictions which have not been identified in documents of titleownership or title insurance. All buildings, if any, none of which is substantial plants and structures owned by the Acquired Companies or otherwise used in amount, materially detracts from connection with the value or impairs Business lie wholly within the use boundaries of the real property subject theretoowned by the Acquired Companies and to Seller’s Knowledge, do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Sellers' Disclosure 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 (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 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 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 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Sellers' Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andnature.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter 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 deeds, leases and other instruments (as recorded, where applicable) by which the Acquired Companies acquired such real property 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 property, leaseholds or interests.] . The Acquired Companies own (with good and marketable title in the case of real propertyproperty , 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 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 Disclosure Letter Schedule 3.1.6 and personal property acquired or sold since the date of the -------------- Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and 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 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 Disclosure Letter]Schedule 3.1.6. All material properties and 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, easements, Encumbrances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) 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, (b) 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, (c) 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, and(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 of record that are disclosed in title commitments and title documents provided to Buyer, and (v) exceptions shown on surveys provided by Sellers or the 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 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded, if applicable) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, surveys, engineering reports or studies and surveys environmental reports or studies in the possession of Sellers or the Acquired Companies and Company relating to such property or interests.] . The Acquired Companies own 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 it purports to own [own, including without limitation (but subject to the exceptions set forth in Part 3.6 of the Disclosure Letter) all properties and assets located in at the facilities owned or operated by the Acquired Companies or Facilities and those properties and assets reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto, and (e) as described in Part 3.6 of the Disclosure Letter. Except as set forth on Part 3.6 of the Disclosure Letter, all buildings, plants, 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 otherwise conflict with the property rights of, any other Person. To the extent that any tangible assets owned or utilized by the Company are not located in the Facilities, a description of such assets and the location thereof is set forth in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 5.1.4 contains a complete and accurate list of all real property, leaseholdsFacilities, or other interests therein owned or operated by any Acquired CompanySeller. [Sellers have delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded, where applicable) by which the Acquired Companies Sellers acquired such Facilities, real property 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 Facilities, property, leaseholds or interests.] . The Acquired Companies Sellers 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 Facilities owned or operated by the Acquired Companies Sellers 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 Sellers (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 5.1.4 and personal property acquired or sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and 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 Acquired Companies 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 Disclosure Letter]Schedule 5.1.4. All material properties and 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, easements, Encumbrances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanySeller, and(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto, and (iii) the matters described in Schedule 5.1.4. All Facilities, buildings, plants, and structures owned by the Sellers lie wholly within the boundaries of the real property owned by the Sellers and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part PART 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters Encumbrances permitted by the following sentencethis Section) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 PART 3.6 of the Disclosure 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 Busine ssBusiness). The Acquired Company owns (with good and marketable title in the case of real property, and subject only to the Encumbrances permitted by this Section) all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 PART 3.6 of the Disclosure Letter]. The Acquired Company owns no real property. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and:

Title to Properties; Encumbrances. Part 3.6 None of the Disclosure Letter 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, leaseholdsthe address, or other interests therein owned by any Acquired Companyand, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. [Sellers Seller, Insignia and/or the Realty One Companies have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Acquired Realty One Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys interests in the possession of Sellers Seller, Insignia or the Acquired Realty One Companies and relating to such property or interests.] . The Acquired 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 own (with hold good and marketable title in the case of real propertytitle, or leasehold title, as applicable, subject only to the matters permitted by the following sentence) sentence and otherwise herein, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located are presently used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired Companies]business of the Realty One Companies other than Intellectual Property Assets which shall be subject to representations and warranties in Section 3.22, including all of the properties and assets reflected in the Interim 2001 Balance Sheet and the Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold disposed of since the date of the Interim 2001 Balance Sheet and the Interim Balance Sheet, as the case may be, Sheets in the Ordinary Course of Busine ss), Business) and all of the properties and assets purchased or otherwise acquired by the Acquired 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 practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]except as set forth on Exhibit 3.16). All material properties and assets reflected in the Interim 2001 Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Interim 2001 Balance Sheet or the Interim 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, (b) 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, (c) liens for current taxes 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 zoning laws and other land use restrictions that do not impair the value or impairs the present use of the property subject thereto, (ii) easements, conditions, restrictions, covenants and declarations of record or impairs the operations of in any Acquired Companylease, andand (iii) those matters which would be disclosed by an accurate survey, and (e) Permitted Encumbrances.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Sellers’ Disclosure Letter Schedules contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyRHL. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own RHL 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 it purports 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]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Unaudited Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Sellers’ Disclosure Letter Schedules and personal property sold since the date of the Unaudited Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) liens for current taxes not yet due, and (d) with respect to real property, 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 CompanyRHL, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, real property leaseholds, or other real property interests therein owned by any the Company and its Subsidiaries and included with the Acquired CompanyAssets. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Acquired Companies Subsidiaries and relating to such property or interests.] . The Acquired Companies 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 Acquired Companies Company and its Subsidiaries or reflected as owned in the books and records of the Acquired Companies]Company and its Subsidiaries, 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]less than $50,000. All material properties and assets reflected in the Balance Sheet (and still owned by the Interim Balance Sheet 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, (a) mortgages or security interests shown on the Balance Sheet or Part 3.6 of the Interim Balance Sheet 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, (b) 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, (c) liens for current taxes 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 impairs the use of the property subject thereto, or impairs the operations of the Company or any Acquired Companyof its Subsidiaries, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part Exhibit 3.6 of the Disclosure Letter hereof contains a complete and accurate list of all real property, property leaseholds, or other interests therein owned by the FCS Companies. None of the FCS Companies owns any Acquired Companyfee 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 deeds leases and other instruments (as recorded) by which the Acquired FCS Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired FCS Companies and relating to such property or interests.] . The Acquired FCS Companies own (with hold good and marketable title in the case of real property, 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 they purport to own [located presently are used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired business of the FCS Companies], including all of the properties and assets reflected in the 1996 Balance Sheet and the Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold disposed of since the date of the 1996 Balance Sheet and the Interim Balance Sheet, as the case may be, Sheets in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the 1996 Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the 1996 Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Companythe FCS Companies, andand (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. Part 3.6 Except as set forth on Schedule 3.7 of the Company Disclosure Letter contains a complete and accurate list of all real propertyor in the Completed Commission Filings, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies one of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestsOperating Subsidiaries or one of their respective Subsidiaries has valid title to, and copies of all title insurance policiesor, 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 propertyleased properties and assets, subject only to the matters permitted by the following sentencevalid leasehold interests in, (a) all of the material tangible and intangible properties and assets (whether real, real and personal, or mixed and whether tangible or intangible) that they purport to own [located used in connection with the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records businesses of the Acquired Companies]Operating Subsidiaries and their respective Subsidiaries, including including, without limitation, 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 consolidated balance sheet of the Disclosure Letter Company and personal property sold since its Subsidiaries as of September 30, 2001 and previously supplied by the date of Company to Purchaser (the Balance Sheet and the "Interim Balance Sheet"), except as the case may be, indicated in the Ordinary Course of Busine ss), notes thereto and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear that have been sold or otherwise disposed of all Encumbrances and are not, in the case ordinary course of real propertybusiness after the date thereof, subject to and (b) all of the tangible and intangible properties and assets purchased by the Operating Subsidiaries or any rights of waytheir respective Subsidiaries since September 30, building use restrictions2001, exceptions, variances, reservations, or limitations of any nature except, with respect to all except for such properties and assetsassets that have been sold or otherwise disposed of in the ordinary course of business; in each case subject to no material Liens, (a) mortgages except for Liens reflected or security interests shown on reserved against in the Balance Sheet Completed Commission Filings or the Interim Balance Sheet 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 securing specified liabilities or obligations, with respect to which no default such businesses have been operated by the Company and its Subsidiaries during the twelve (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after 12)-month period immediately preceding the date of this Agreement. The Company owns no assets other than the Interim Balance Sheet (such mortgages Shares and security interests being limited conducts no business other than the business incident 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, (c) 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 impairs the use ownership of the property subject thereto, or impairs the operations of any Acquired Company, andShares.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedules contains a complete and accurate list of all Facilities (excluding equipment currently owned, operated or used by the AMT Predecessor and any real propertyproperty that AMT or any AMT Predecessor did not lease), leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies with the exception of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] Excluded Assets. The Acquired Companies own (with AMT Predecessor owns good and marketable title in the case of real property, (subject only to the matters permitted by the following sentencePermitted Encumbrances) 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 Facilities currently owned or operated by the Acquired Companies AMT Predecessor or reflected as owned in the books and records of the Acquired Companies]AMT Predecessor, 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 Disclosure Letter Schedules and personal property sold or disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedules. The AMT Predecessor does not have any obligation to purchase, or owe any indebtedness on, any real property. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances (other than Permitted Encumbrances). All buildings, plants, and are not, in structures owned by the case AMT Predecessor lie wholly within the boundaries of the real property, subject to any rights of way, building use restrictions, exceptions, variances, reservationsproperty owned by the AMT Predecessor and do not encroach upon the property of, or limitations of otherwise conflict with the property rights of, any nature exceptother Person, with respect except to all the extent that any such properties and assets, (a) mortgages or security interests shown condition would not have a material adverse effect 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andAMT Predecessor.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyBSD. [Sellers have BSD has delivered or made available to Buyer Coventry copies of the deeds and other instruments (as recorded) by which the Acquired Companies BSD 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 BSD and relating to such property or interests.] The Acquired Companies own . BSD 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 it purports to own [located in the facilities owned or operated by the Acquired Companies BSD or reflected as owned in the books and records of the Acquired Companies]BSD, including all of the properties and assets reflected in the Balance Sheet and the Interim BSD Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim BSD Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies BSD since the date of the BSD Balance Sheet (except for personal property acquired and sold since the date of the BSD 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 Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim BSD 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim BSD 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim BSD 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanyBSD, andand (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. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired Companyused in connection with the Business. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which Seller or one of the Acquired Companies acquired such real property and and/or interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own 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, personal or mixed and whether tangible or intangible) that they purport to own [located are used in connection with the facilities owned or operated by the Acquired Companies Business, or reflected as owned in the books and records of the Acquired Companies]Companies or the Business, 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 Disclosure 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 Busine ssBusiness), and all of the material properties and assets purchased or otherwise acquired to be owned by the 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 Disclosure Letter]Schedule 3.6. All material properties and 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, reservations or limitations of any material nature except, with respect to all such properties and assets, (a) 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, (b) 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 material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections any restrictions which have not been identified in documents of titleownership or title insurance. All buildings, if any, none of which is substantial plants and structures owned by the Acquired Companies or otherwise used in amount, materially detracts from connection with the value or impairs Business lie wholly within the use boundaries of the real property subject theretoowned by the Acquired Companies and to Seller’s Knowledge, do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 Section 3.9 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any of the Acquired CompanyCompanies. [Sellers have Naviset has delivered or made available to Buyer NEBO copies of the deeds and 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 possession of Sellers Naviset or the Acquired Companies Subsidiaries and relating to such property or interests.] The Acquired Companies . Naviset (or its Subsidiaries, as the case may be) 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 Facilities owned or operated by the Acquired Companies them or reflected as owned in the their respective books and records of the Acquired Companies]records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Naviset's Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.9 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance SheetMost Recent Fiscal Quarter, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 thereof 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 3.9 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Most Recent Fiscal Quarter (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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any of the Acquired CompanyCompanies, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other real property interests therein owned by any Acquired Company. [Sellers The Acquired Companies have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The . Except as set forth in Part 3.6 of the Disclosure Letter, the Acquired Companies own 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) 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 Disclosure 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 Busine ss)Business, and 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 Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet Company in the Ordinary Course of Business and consistent with past practice) [, which Business). 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 Disclosure Letter]. All Except as set forth in Part 3.6 of the Disclosure Letter, all material tangible personal properties and 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, (ab) 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, (bc) 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 (cd) liens for current taxes not yet due. To the Knowledge of Sellers, and except (dx) as set forth in Part 3.6 of the Disclosure Letter, (y) 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 survey prepared by Xxxxxxx Surveying Group, dated July 1, 1999, (A) all real property, properties reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of 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, andand (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 any of the foregoing real property.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete 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.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the material properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) liens for current taxes not yet due, (d) liens imposed by law and incurred in the Ordinary Course of Business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, (e) unperfected purchase money security interests existing in the Ordinary Course of Business without the execution of a separate security agreement, and (df) 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 the Company, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any DLT Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the 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 Seller 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 facilities 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 of the Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andnature.

Title to Properties; Encumbrances. Part (a) Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds (including all rights or other interests therein owned options of the Sellers or Acquired Companies to acquire any real property) by any Acquired CompanyCompany (collectively, the "Real Property"). [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The . 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 (if any) with respect to leased real property. Schedule 3.6 accurately sets forth the lease payments required to be 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 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 transactions contemplated hereby will constitute a default by any Acquired Company under any lease described on Schedule 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 Contemplated Transactions. Except as disclosed on Schedule 3.6A, the Acquired Companies own (with have 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, personalto, or mixed a valid 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]binding leasehold interest in, 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 Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance SheetReal Property, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) mortgages or security interests shown not set forth in the title policies set forth 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andSchedule 3.6A.

Title to Properties; Encumbrances. Part 3.6 Except as set forth in Schedule 5.10, each of the Disclosure Letter contains a complete Selling Subsidiaries and accurate list the other subsidiaries 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 (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys SCHLUMBERGER engaged in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good RPS Business has good, valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible 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 including, without limitation, all of the properties and assets reflected in the Balance Sheet and the Interim Base Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter inventory and personal property having an aggregate book value not in excess of US$100,000 sold since the date of the Base Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness and consistent with past practice), and all of the properties and assets (other than inventory) purchased or otherwise acquired by the Selling Subsidiaries or Acquired Companies since the date of the Base Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet are listed in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired Schedule 5.10. All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet 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, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Base Balance Sheet as securing specified liabilities or obligations, obligations with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, ; (b) 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, (c) 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 are substantial in amount, materially detracts detract from the value value, or impairs impair the use of the property subject thereto, or impairs impair the operations of any Selling Subsidiary or Acquired Company, andand which have arisen only in the ordinary course of business and consistent with past practice since the date of the Base Balance Sheet; and (c) liens for current taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Subsidiaries (and the Acquired Companies) and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Selling Subsidiaries or Acquired Companies to conduct RPS Business in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure 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. [Sellers have delivered or made available to Buyer copies of the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable indefeasible title in the case of real and immoveable property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal and immoveable, personalpersonal and moveable, 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 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 Disclosure Letter Letter, (ii) personal and personal moveable property sold since the date dates of the Balance Sheet and the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Busine ss)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 all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and 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, (a) mortgages mortgages, hypothecs or security interests shown on the Balance Sheet or the Interim 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, (b) mortgages 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, (c) 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 other similar liens) arising in connection with the Ordinary Course of Business securing payments not yet due and payable or, if due and payable, the validity of which is being contested in good faith by appropriate legal proceedings, and (de) with respect to real property, (i) minor such imperfections or irregularities of title, if any, none of which is as (A) are not substantial in character, amount, or extent and do not materially detracts detract from the value or impairs the use of the property subject thereto, (B) do not materially interfere with either the present or impairs 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 of any Acquired Company, andor otherwise have a Material Adverse Effect.

Title to Properties; Encumbrances. The Company does not own any real property. Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein in real property owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and 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 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) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports 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]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 Disclosure Letter 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 Busine ssBusiness and consistent with past practice), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]). All material properties and 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, (a) 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, (b) 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 (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete (a) The Company does not own, and accurate list of all has not ever owned, any real property or any interest in real property, leaseholdsexcept for the leasehold interests created under the real property leases listed in Schedule 4.10(a) (the “Real Property Leases”), 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 parties thereto, annual rental, expiration date, renewal and purchase options, if any, the improvements thereon, the uses being made thereof, and the 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 Company has the right to quiet enjoyment of all the Leased Real Property described in such Schedule for the full term of each such lease or similar agreement (and any renewal option) relating thereto, and the leasehold or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies interest of the deeds and other instruments (as recorded) by which the Acquired Companies acquired Company in such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Leased Real Property is not subject or the Acquired Companies and relating subordinate 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 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 (any Encumbrance except for assets held under capitalized leases disclosed Permitted Encumbrances or not required to be disclosed in Part 3.6 of the Disclosure 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 Busine ss), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) liens for current taxes Taxes and assessments not yet due, provided such taxes and (d) with respect to real propertyassessments will be reflected in the Final Closing Date Balance Sheet. Except as set forth on Schedule 4.10(a), (i) minor imperfections and except for Permitted Encumbrances, there are no agreements or other documents governing or affecting the occupancy or tenancy of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use any of the property subject thereto, Leased Real Property by the Company. Neither the Company nor Seller is or impairs the operations has been in possession of any Acquired 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 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 Company, andno such condemnation or other taking is threatened or contemplated.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of Other than as shown on Schedule 3.6, the deeds and 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 possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]Schedule 3.6. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (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. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete 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.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andsuch

Title to Properties; Encumbrances. Part 3.6 of the Shareholders Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired the Company. [Sellers The Majority Shareholders have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers the Majority Shareholders or the Acquired Companies Company 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) Company owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Shareholders Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Shareholders Disclosure Letter]. All material properties and 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, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet or Schedule 3.6 hereto 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, (b) 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 (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholdsleaseholds of real property, or other interests therein owned by any Acquired Seymour Company. [Sellers The Seymour Companies have delivered or made will make available to Buyer HPII copies of the deeds and other instruments (as recorded) in their possession by which the Acquired Companies any Seymour 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 Seymour Companies and relating to such property or interests.] . The Acquired 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 facilities Facilities owned or operated by the Acquired Seymour Companies or reflected as owned in the books and records of the Acquired Seymour Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets (1) held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter 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 and the Interim Balance Sheet, as the case may be, (3) assets sold in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and 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 nature, except, with respect to all such properties and assets, (a) 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, (b) mortgages or security interests incurred in connection with the arm's length 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Seymour Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person, which encroachment shall not materially affect the operation of the property.

Title to Properties; Encumbrances. Part 3.6 of the (a) The AP Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein in real property owned by any Acquired Companythe Company and used in or associated with the Business. [Sellers have The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 it purports 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]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet associated with the Business (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.3 of the AP Disclosure Letter Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold in the Ordinary Course of Business since the date of the Interim Balance Sheet and associated with the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Interim Balance Sheet and associated with the Business (except for personal property acquired and sold since the date of the Interim Balance Sheet and associated with the Business 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 Section 3.3 of the AP Disclosure Letter]Schedule. All material Material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet that are associated with the Business 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, (a) mortgages or security interests associated with the Business 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets associated with the Business 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. The Company holds no fee interests in real property that are included among the Assets.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter 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 (as recorded) by which the Acquired Companies acquired such real property and 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 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 Disclosure Letter 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]Schedule 2.6. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) easements, rights of way, zoning laws and other land use restrictions that do not impair the present or anticipated use 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.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have The Company has delivered or made available to Buyer Nu-Wave Sub copies of the deeds and 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 possession of Sellers the Company 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 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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the 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 Disclosure Letter]. All material properties and 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies 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 Companies Company and relating to such property or interests.] . The Acquired Companies own 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 it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet Financial Statements and the Interim Balance SheetFinancial Statements, as the case may be, in the Ordinary Course of Busine ssBusiness or as set forth in the Contemplated Transactions), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 ). All personal property owned by Acquired Company or the Seller that is excluded from the Contemplated Transaction is also listed in Part 3.6 of the Disclosure Letter]Schedule 3.6. All material properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet 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, (a) mortgages or security interests shown on the Balance Sheet Financial Statements or the Interim Balance Sheet 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, 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 otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interestsinterests and such instruments are true, complete and accurate, 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 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 Companies Company or reflected as owned in the books and records of the Acquired Companies]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 Disclosure 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 Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies 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 Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances Encumbrances; and the Company has good and marketable title thereto 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, (a) 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, (b) 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, (c) 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 impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and,

Title to Properties; Encumbrances. Part 3.6 Except for the fee simple interests in real property described on Exhibit 2.7(a)(i) hereof (which real property interests are Excluded Assets), none of the Disclosure Letter 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, leaseholdsthe address, or other interests therein owned by any Acquired Companyand, 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 or made available to Buyer Insignia copies of the deeds and other instruments (as recorded) leases by which the Acquired Realty One Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys interests in the possession of Sellers or the Acquired Realty One Companies and relating to such property or interests.] . The Acquired Realty One Companies own (with hold good and marketable title in the case of real property, 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 they purport to own [located are presently used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired business of the Realty One Companies], including all of the properties and assets reflected in the 1996 Balance Sheet and the Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter real property and personal property sold disposed of since the date of the 1996 Balance Sheet and the Interim Balance Sheet, as the case may be, Sheets in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired 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 practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]except as set forth on Exhibit 3.16). All material properties and assets reflected in the 1996 Balance Sheet and the Interim 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, (a) mortgages or security interests shown on the 1996 Balance Sheet or the Interim 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, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 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, (c) liens for current taxes 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 zoning laws and other land use restrictions that do not impair the value or impairs the present use of the property subject thereto; (ii) easements, conditions, restrictions, covenants and declarations of record or impairs the operations of in any Acquired Company, andlease; and (iii) those matters which would be disclosed by an accurate survey; and (e)