Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The Company and each of its the Company Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property properties and other 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) Liens reflected in the a consolidated balance sheet of the Company as of the Company Audit Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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, statements and (d) inchoate mechanics’ and materialmen’s Liens for construction in progresswhich would not reasonably be expected to have, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising individually or in the ordinary course aggregate, a Company Material Adverse Effect (the foregoing Liens (a)-(d), “Permitted Liens”). The Company and each of business and (f) Liens the Company Subsidiaries is in compliance with the terms of all material leases of tangible properties to which have not and they are a party, except for non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The Company and each of its the Company Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property properties and other assets except where the failure to have such good 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) Liens reflected in the a consolidated balance sheet of (or the Company notes thereto) as of the Company Audit Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits permits, restrictions under any Environmental Permit and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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) inchoate mechanics’ Liens securing the Credit Agreement dated as of March 30, 2006, among World Airways, Inc. and materialmen’s Liens for construction in progressNorth American Airlines, Inc., as borrowers, the Company and World Airways Parts Company, LLC, as guarantors, and Wachovia Bank, National Association, as agent and lender (the “Bank Facility”), and (e) workmen’s repairmen’s warehousemen’s Liens which would not and carrier’s Liens arising would not reasonably be expected to have, individually or in the ordinary course aggregate, a Company Material Adverse Effect (the foregoing Liens (a)-(d), “Permitted Liens”). The Company and each of the Company Subsidiaries, as applicable, is the lessee and is in compliance with the terms of all leases to which they are a party in respect of all tangible properties reflected in the Financial Statements or that are material to the business and (f) Liens which have on a consolidated basis, except for such noncompliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The Company and each of its the Company Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its the Company Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or period, (iii) defaults which have been curedcured or (iv) defaults listed on Schedule 3.14 of the Company Disclosure Schedule. All Except as disclosed on Schedule 3.14 or as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The Company Section 3.21 of the Acquiror Disclosure Schedule sets forth all real property owned or leased by Acquiror and the Acquiror Subsidiaries (the "Acquiror Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Acquiror Current Reports and as described in clause (ii) below: (i) each of its Acquiror and the Acquiror Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, as applicable, all of its real propertyproperties and assets (real, personal and mixed, tangible property and intangible), including, without limitation, all Acquiror Real Property and all other properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of Acquiror and the Company as of the Company Audit DateAcquiror Subsidiaries at June 30, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries 1998 included in the operation Acquiror Form 10-Q for the quarter ended June 30, 1998 (except for properties and assets disposed of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and consistent with past practice since June 30, 1998) and (fii) Liens which have not and would not reasonably be expected none of such properties or assets are subject to haveany liability, individually obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or in the aggregateencumbrance of any kind (whether absolute, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyaccrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Acquiror Subsidiary and a joint venture entity in which Acquiror is a limited partner or a managing member (ias identified in Section 3.21 of the Acquiror Disclosure Schedule) defaults that and easements and restrictions of record, if any, which are not materialsubstantial in amount, (ii) defaults for which do not materially detract from the grace value of the property or cure period has assets subject thereto and do not expired impair the operations of Acquiror and which are reasonably capable the Acquiror Subsidiaries. Each of cure during the cure period or (iii) defaults which have been cured. All such material leases are is in full force and effecteffect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with or without notice or the passage of time or both, would constitute a default under such lease) which would have a Material Adverse Effect on Acquiror. Except as set forth in Section 3.21 of the Acquiror Disclosure Schedule, Acquiror and the Acquiror Subsidiaries have obtained owner's title insurance on all of the Acquiror Real Property owned by Acquiror or any Acquiror Subsidiary, in each case insuring good and marketable fee simple title to such Acquiror Real Property, in an amount at least equal to the aggregate value of such Acquiror Real Property together with all improvements thereon. Except as would not cause a Material Adverse Effect on Acquiror, all of the properties and assets of Acquiror and the Acquiror Subsidiaries are in good operating condition and repair, and maintenance thereon has not been deferred beyond industry standards, and are suitable for the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasespurposes for which they are presently being used.

Title to Properties; Encumbrances. The Company Except as set forth on --------------------------------- Schedule 4(h) attached hereto and each except for properties and assets reflected in ------------- the Balance Sheet or acquired since the Balance Sheet Date which have been sold or otherwise disposed of its Subsidiaries has good and, in the case ordinary course of real propertybusiness, the Company has, and on the Closing Date, will have, good, valid and marketable title to, or, in the case to (a) all of leased its properties and assetsassets (real and personal, valid leasehold interests intangible and intangible), including, without limitation, all of its real propertythe properties and assets reflected in the Balance Sheet, tangible property and other assets except where as indicated in the failure to have such title has not had and would not reasonably be expected to have, individually notes thereto or in a Schedule to this Agreement, and (b) all of the aggregate, a properties and assets purchased by the Company Material Adverse Effectsince the Balance Sheet Date; in each case subject to no Liensencumbrance, lien, charge or other restriction of any kind or character, except for (ai) Liens liens reflected in the consolidated balance sheet of the Company as of the Company Audit DateBalance Sheet or in a Schedule to this Agreement, (bii) Liens liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, thereto which do not materially detract from the value of, or impair the value of such properties or the use of of, such property by the Company or any of its Subsidiaries in the operation of its respective business, and (ciii) Liens liens for current Taxestaxes, assessments or governmental charges or levies on property not yet due and delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings liens of carriers, warehousemen, vendors and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising materialmen incurred in the ordinary course of business securing sums not yet due and payable (f) Liens which have not and would not reasonably be expected to have, individually or liens of the type described in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for clauses (i) defaults that are not material), (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been curedabove are hereinafter sometimes referred to as "Permitted Liens"). All such material leases Such properties and assets are in full force sufficient to enable the Company to carry out its business as presently conducted and effectas proposed to be conducted. The Company has all franchises, permits, licenses, and any other similar authority necessary for the Company conduct of its business as now being conducted or proposed to be conducted, the lack of which could materially and each adversely affect the business, properties, prospects, or financial condition of the Company. The Company Subsidiaries enjoys peaceful and undisturbed possession is not in default in any material respect under all any of such material leasesfranchises, permits, licenses, or other similar authority.

Title to Properties; Encumbrances. The Company has --------------------------------- good, valid and each marketable title to all the properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Balance Sheet, and all the properties and assets purchased by the Company since the date of its Subsidiaries has good andthe Balance Sheet, which subsequently acquired properties and assets (other than inventory) are listed in the Disclosure Schedule. All 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 all such properties and assets are free and clear of all mortgages, 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, valid and marketable title tosubject to any rights of way, orbuilding use restrictions, in the case exceptions, variances, reservations or limitations of leased any nature whatsoever except, with respect to all such properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected liens shown on the Balance Sheet as securing specified liabilities or obligations and liens incurred in connection with the consolidated balance sheet purchase of property and/or assets, if such purchase was effected after the date of the Balance Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or impair the use of the property subject thereto, or impair the operations of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (fc) Liens which have liens for current taxes not yet due. The rights, properties and would not reasonably be expected to haveother assets presently owned, individually leased or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and licensed by the Company and each of described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company Subsidiaries enjoys peaceful and undisturbed possession under to conduct its business in all such material leasesrespects in the same manner as its business has been conducted prior to the date hereof.

Title to Properties; Encumbrances. The Except as described in the following sentence, each of the Company and each of its Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, all of its real propertymaterial properties and assets (real, personal and mixed, tangible property and other intangible), including, without limitation, all the properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company and its Subsidiaries as of August 31, 1996 included in the Company Audit DateCompany's Quarterly Report on Form 10-Q for the period ended on such date (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since August 31, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value 19. None of such properties or assets are subject to any Liens (whether absolute, accrued, contingent or otherwise), except (i) as specifically set forth in the use of such property Company SEC Reports; (ii) Liens for taxes, assessments or other governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by the Company or any of its Subsidiaries and have been duly reflected on their books and records and, with respect to reserves taken on or prior to August 31, 1996, the financial statements of the Company ("Proper Reserves"); (iii) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance as to which the Company and its Subsidiaries are not in default; (iv) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the operation ordinary course of business of the Company or its respective businessSubsidiaries; (v) judgment Liens listed on Schedule 4.12 that have been stayed or bonded and mechanics', (c) Liens for current Taxesworkmen's, assessments materialmen's or governmental charges other like liens with respect to obligations which are not due or levies on property not yet delinquent and Liens for Taxes that which are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of or its Subsidiaries has received a notice of default under any material leases of tangible properties and as to which they are a partyhave taken Proper Reserves; and (vi) minor imperfections of title and encumbrances, except for (i) defaults that if any, which are not materialsubstantial in amount, (ii) defaults for which do not materially detract from the grace value of the property or cure period has assets subject thereto and do not expired and which are reasonably capable materially impair the operations of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and any of the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesits Subsidiaries.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Statement contains a complete and accurate list of all real estate property and leaseholds owned by any Cinemex Company. Sellers have made available to Buyers copies of the deeds and other instruments by which the Cinemex Companies acquired or leased such real estate property and other interests. The Company and each of its Subsidiaries has good and, Cinemex Companies own (with title under applicable law in the case of real estate property, valid and marketable title to, or, in subject only to the case of leased matters permitted by the following sentence) all the properties and assetsassets (whether real estate property, valid leasehold interests inpersonal property or mixed and whether tangible or intangible) that they purport to own. Except as set forth in Part 3.6 of the Disclosure Statement, all properties and assets owned by Sellers are free and clear of its real property, tangible property and all Encumbrances (other than assets except where having as of the failure to have such title has not had and would not reasonably be expected to haveClosing Date, individually or in the aggregate, a Company Material Adverse Effect; fair market value of $7’500,000 pesos or less and Permitted Encumbrances) and are not, in each the case of real estate property, subject to no Liensany rights of way, except for building use restrictions, or limitations of any nature except, with respect to all such properties and assets, (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Dateliens for current Taxes not yet due, (b) Liens consisting Encumbrances, none of zoning which is substantial in amount, materially detracts from the value or planning restrictions, easements, permits and other restrictions or limitations on materially impairs the use of real the property or irregularities in title subject thereto, which do not or materially impair impairs the value operations of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective businessCinemex Company, and (c) Liens for current Taxeswith respect to real estate property, assessments zoning laws that do not impair the present or governmental charges anticipated use of the property subject thereto (“Permitted Encumbrances”). All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or levies on leased by the Cinemex Companies and do not encroach upon the property not yet delinquent and Liens for Taxes that are being contested of, or otherwise materially conflict with the property rights of any other Person. Part 3.6 of the Disclosure Statement also sets forth a list of the properties of each Cinemex Company in good faith by appropriate proceedings and for which an adequate reserve has been provided on as of the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for date hereof (i) defaults that construction works are not materialbeing conducted on behalf of each such Cinemex Company for the development, maintenance or remodeling of a theatre (other than minor construction works carried-out in the Ordinary Course of Business), or (ii) defaults for which the grace each such Cinemex Company operates, directly or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effectindirectly, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesa theatre.

Title to Properties; Encumbrances. The Company and each No member of the EntrePort Group owns its Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible respective property and other assets except where the failure to have such title has not had free and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in clear of Encumbrances. SCHEDULE 4.6 attached hereto lists and describes all Encumbrances. SCHEDULE 4.6 attached hereto also lists and describes all real property owned by each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet member of the Company as EntrePort Group. SCHEDULE 4.6 attached hereto contains a complete and accurate list of all real property leases, subleases, licenses, and use and occupancy agreements to which each member of the Company Audit Date, (b) Liens consisting EntrePort Group is a party or which are used by any member of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries EntrePort Group in the operation of its their respective businessBusinesses (collectively, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured"LEASES"). All such material leases Leases are legal, valid, and binding obligations of the relevant member of the EntrePort Group and are in full force and effect, and, following the Closing, such Leases will continue to be legal, valid, and binding obligations of iSucceed or of Xxxxxxxxxx.xxx, but EntrePort will have been released of any and all obligations thereunder for each of such Leases, and will be enforceable by iSucceed or by Xxxxxxxxxx.xxx, if a party thereto, but no longer by EntrePort. There are no oral agreements in effect, but there are disputes, defaults, and forbearances in effect as to virtually all of such Leases. One or more members of the EntrePort Group are not in compliance with certain of the material terms and conditions of such Leases. One or more members of the EntrePort Group have, and, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, iSucceed or Xxxxxxxxxx.xxx but not EntrePort will have, after the Closing (including with respect to any Lease of real property located outside the United States), good and valid title to the leasehold estate or other interest created under their respective Leases, free and clear of all Encumbrances. Subject to any such lack of compliance with certain of the material terms and conditions of such Leases, each such Lease grants, and will continue to grant after the Closing, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, and to the normal expiration of such Lease at the end of its natural term (as unmodified since the date of this Agreement and without the occurrence of any acceleration thereof as a result of the Transactions), the applicable member of the EntrePort Group thereto the exclusive right to use the property that is the subject of such Lease. Each member of the EntrePort Group owns all the properties and assets (whether real, personal or mixed and whether tangible or intangible and wherever located) that each purports to own. The assets of the EntrePort Group set forth in EntrePort's Quarterly Balance Sheet and the Company and each properties owned or leased by EntrePort as of the Company Subsidiaries enjoys peaceful date hereof and undisturbed possession under disclosed to M-Flex are all such material leasesthe assets and properties required to conduct the Business of each member of the EntrePort Group as it is currently conducted.

Title to Properties; Encumbrances. i. The Acquired Companies own (with good and indefeasible title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected in the Balance Sheet and the Interim Balance Sheet (except in each case for assets held under capitalized leases and personal property and assets sold or otherwise disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business, as otherwise disclosed in Seller's Disclosure Schedule and properties and assets which may be transferred by the Acquired Companies on or prior to the Closing Date as part of the Intercompany Transactions), save for such exceptions as would not individually or collectively have a Material Adverse Effect. Except as set forth in Seller's Disclosure Schedule, all properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are held by an Acquired Company free and each clear of its Subsidiaries has good andall Encumbrances and are not, in the case of real property, valid 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 marketable title toassets (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, or, (ii) liens for current taxes not yet due (to the extent such liens have been accounted for in the case of leased properties Balance Sheet and assetsthe Interim Balance Sheet), valid leasehold interests in, all of its (iii) with respect to real property, tangible (1) imperfections of title, if any, none of which materially detracts from the value of the property subject thereto, and (2) zoning laws and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other land use restrictions or limitations on the use of real property or irregularities in title thereto, which that do not materially impair the value of such properties or the use of such the property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business subject thereto and (fiv) Liens any such matters which have not and would not reasonably be expected to have, individually or in the aggregate, collectively have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The (a) Except as otherwise provided in this Section 4.12 or disclosed in Title Policies (as defined below) previously made available to Parent, each of the Company and each of its the Company Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, all of its real propertyproperties and assets (real, personal and mixed, tangible property and other intangible), including, without limitation, all the properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2004 included in the Company SEC Reports filed as of the Company Audit Datedate hereof (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since March 31, (b) Liens consisting of zoning or planning restrictions2004). Except as disclosed in Title Policies previously made available to Parent, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value none of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional and installment sale agreement, charge or encumbrance of any kind (whether absolute, accrued, contingent or otherwise), or any option, right of first refusal or right of first offer, except for (i) minor imperfections of title and encumbrance, if any, which in the use aggregate are not substantial in amount, do not materially detract from the value of such the property by or assets subject thereto, and do not impair the operations of the Company or any of its Subsidiaries in and the operation of its respective businessCompany Subsidiaries, (cii) Liens liens for current Taxes, assessments or governmental charges or levies on property Taxes that are not yet delinquent and Liens for Taxes due or that are being contested in good faith by appropriate proceedings and for which an adequate reserve has reserves have been provided on the appropriate financial statementsestablished in accordance with GAAP, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are mortgages on real property and certain leased property and security interests in full force personal property in favor of the Secured Creditors (as defined in the Existing Credit Agreement), (iv) easements, restrictions or other encumbrances placed of record since the date of the Title Policies that do not materially and effect, and adversely affect the Company and each business of the Company Subsidiaries enjoys peaceful conducted on such Real Property and undisturbed possession under all such material (v) other liens securing indebtedness of the Company or any Company Subsidiary (other than indebtedness owed to the Secured Creditors or capital leases) in an aggregate amount not greater than $5,000,000.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has have good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid or enforceable leasehold interests in, as the case may be, all of its the properties and assets owned or used by them (real propertyand personal, tangible property and intangible), including, without limitation, (a) all the properties and assets reflected in the Balance Sheet, and (b) all the properties and assets purchased by the Company and its Subsidiaries since the Balance Sheet Date except for properties and assets reflected in the Balance Sheet or acquired since the Balance Sheet Date that have been sold or otherwise disposed of in the ordinary course of business, free and clear of any and all Liens, except for Permitted Liens (as hereinafter defined) and for Liens reflected in the footnotes to the Balance Sheet or set forth on Schedule 3.6. As used in this Agreement, the term "Permitted Liens" shall mean: (i) Liens for Taxes (as defined in Section 3.11) not delinquent or for Taxes being contested in good faith by appropriate proceedings and as to which adequate financial reserves have been established on the books and records of the Company in accordance with GAAP; (ii) Liens created by operation of law, such as materialmen's liens, mechanics' liens and other assets except where the failure to have such title has not had and would not reasonably be expected to havesimilar liens, individually or arising in the aggregate, ordinary course of business and not having a Company Material Adverse Effect; (iii) deposits, pledges or Liens securing (x) obligations incurred in each case subject respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (y) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (z) obligations on surety or appeal bonds, but only to no Liensthe extent such deposits, except for (a) pledges or Liens reflected are incurred or otherwise arise in the consolidated balance sheet ordinary course of the Company as of the Company Audit Date, business and secure obligations which are not past due; or (biv) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in the title thereto, thereto which do not (x) secure obligations for the payment of money or (y) materially impair the value of such properties property or the its use of such property by the Company or any of its Subsidiaries Subsidiary in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each normal conduct of the Company Subsidiaries enjoys peaceful and undisturbed possession under all Company's or such material leasesSubsidiary's business.

Title to Properties; Encumbrances. The Neither the Company and each nor any of its Subsidiaries has good and, in the case of owns any real property, valid and marketable title to, or, in . Part 3.7 of the case Disclosure Letter contains a list of leased properties and assets, valid all real property leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property owned by the Company or any of its Subsidiaries (the “Leased Real Property”). The Company and each of its Subsidiaries own, or have valid licenses to use or leasehold interests in, all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected in the operation Latest Balance Sheet (except for property sold since the date of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising Latest Balance Sheet in the ordinary course of business consistent with past practices), and all of the properties and assets purchased or otherwise acquired by the Company or any of its Subsidiaries since the date of the Latest Balance Sheet. All material properties and assets reflected in the Latest Balance Sheet, are free and clear of all Encumbrances, except for Encumbrances reflected in the Latest Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, and (fiii) Liens Encumbrances of record or imperfections of title which have not and would not reasonably be expected to haveare not, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyin character, except for (i) defaults that are not material, (ii) defaults for which the grace amount or cure period has not expired extent and which are do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby (collectively, “Permitted Encumbrances”). Except as would not reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and be expected to be materially adverse to the Company and each its Subsidiaries, taken as a whole, (A) all such tangible personal property is in good operating condition and repair (ordinary wear and tear excepted) and is sufficient for the continued conduct of the Company Subsidiaries enjoys peaceful Company’s business after the Closing in substantially the same manner as conducted prior to the Closing, and undisturbed possession under all such material leases(B) the Leased Real Property, taken as a whole, is sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing.

Title to Properties; Encumbrances. The There is no real property owned by the Company or any Company Subsidiary. Schedule 3.15 sets forth a true and each complete list as of its Subsidiaries has good and, in the case date of real property, valid and marketable title to, or, in the case this Agreement of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and Company Property. Except as would not reasonably be expected to havebe, individually or in the aggregate, materially adverse to the Company and the Company Subsidiaries, taken as a whole, the Company Material Adverse Effect; has valid leasehold interests in each case all of its Company Property, subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of included in the Company as of Company’s annual report on Form 10-K for the Company Audit Datefiscal year 2012, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising under equipment leases with third parties entered into in the ordinary course of business consistent with past practice, and (fe) any other Liens incurred in the ordinary course of business consistent with past practice if the underlying obligations are non-monetary and such Liens do not, individually or in the aggregate, materially interfere with the use of such property or assets by the Company (the foregoing Liens (a)-(e), “Permitted Liens”). The Company is in compliance with the terms of all leases, subleases, licenses and other occupancy agreements relating to the Company Property to which they are a party, except for such instances of non-compliance which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither All such leases, subleases, licenses and other occupancy agreements relating to the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases Property are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesleases except for such failures that have not had had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No Person, other than the Company, possesses, uses or occupies all or any portion of any Company Property. There are no pending or, to the knowledge of the Company, threatened proceedings to take all or any portion of the Company Property or any interest therein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof.

Title to Properties; Encumbrances. Section 3.14 of the Company Disclosure Schedule sets forth the address of each Company Property. The Company and each of its the Company Subsidiaries has good andand valid title to, or in the case of real property, valid the Company Property and marketable title to, or, in the case of leased properties and tangible assets, a valid leasehold interests interest in, all of its real propertyproperties and tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, tangible property and other assets except where the failure to have such 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) Liens reflected in the a consolidated balance sheet of the Company as of the Company Audit December 29, 2006 (“Balance Sheet Date”), (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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, statements and (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have would not materially interfere with the use of such property or assets by the Company and the Company Subsidiaries (the foregoing Liens (a)-(d), “Permitted Liens”). The Company has delivered or made available to Parent or Merger Sub a true and complete copy of each lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to each Company Property. The Company and each of the Company Subsidiaries are in compliance with the terms of all leases relating to the Company Property to which they are a party, except such compliance which has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither All such leases relating to the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases Property are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. Neither the Company nor any of the Company Subsidiaries owns any real property.

Title to Properties; Encumbrances. The Company Except as set forth on --------------------------------- Schedule 2.8 attached hereto and each except for properties and assets reflected in ------------ the Balance Sheet or acquired since the Balance Sheet Date which have been sold or otherwise disposed of its Subsidiaries has good and, in the case ordinary course of real propertybusiness, the Company has, and on each Closing Date, will have, good, valid and marketable title to, or, in the case to (a) all of leased its properties and assetsassets (real and personal, valid leasehold interests intangible and intangible), including, without limitation, all of its real propertythe properties and assets reflected in the Balance Sheet, tangible property and other assets except where as indicated in the failure to have such title has not had and would not reasonably be expected to have, individually notes thereto or in a Schedule to this Agreement, and (b) all of the aggregate, a properties and assets purchased by the Company Material Adverse Effectsince the Balance Sheet Date; in each case subject to no Liensencumbrance, lien, charge or other restriction of any kind or character, except for (ai) Liens liens reflected in the consolidated balance sheet of the Company as of the Company Audit DateBalance Sheet or in a Schedule to this Agreement, (bii) Liens liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, thereto which do not materially detract from the value of, or impair the value of such properties or the use of of, such property by the Company or any of its Subsidiaries in the operation of its respective business, and (ciii) Liens liens for current Taxestaxes, assessments or governmental charges or levies on property not yet due and delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings liens of carriers, warehousemen, vendors and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising materialmen incurred in the ordinary course of business securing sums not yet due and payable (f) Liens which have not and would not reasonably be expected to have, individually or liens of the type described in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for clauses (i) defaults that are not material), (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been curedabove are hereinafter sometimes referred to as "Permitted Liens"). All such material leases Such properties and assets are in full force sufficient to enable the Company to carry out its business as presently conducted and effectas proposed to be conducted. The Company has all franchises, permits, licenses, and any other similar authority necessary for the Company conduct of its business as now being conducted or proposed to be conducted, the lack of which could materially and each adversely affect the business, properties, prospects, or financial condition of the Company. The Company Subsidiaries enjoys peaceful and undisturbed possession is not in default in any material respect under all any of such material leasesfranchises, permits, licenses, or other similar authority.

Title to Properties; Encumbrances. Schedule 3.8 contains a complete and accurate list of all real estate property, leaseholds or other similar interests owned by any Cinemex Company. Cinemex has made available to Buyers copies of the deeds and other instruments by which the Cinemex Companies acquired such real estate property and other interests. The Company Cinemex Companies own (with good and each marketable title in the case of its Subsidiaries has good andreal estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real estate property, personal property or mixed and whether tangible or intangible) that they purport to own. Except as set forth in Schedule 3.8, all material properties and assets owned by Cinemex are free and clear of all Encumbrances and are not, in the case of real estate property, valid and marketable title tosubject to any rights of way, orbuilding use restrictions, in the case exceptions, variances, reservations or limitations of leased any nature except, with respect to all such material properties and assets, valid leasehold interests in(a) mortgages, all guaranty trusts or security interests, with respect to which no default (or event that, with notice or lapse of its time or both, would constitute a default) exists, (b) liens for current Taxes not yet due, (c) Encumbrances or 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 Cinemex Company, and (d) with respect to real estate property, tangible property zoning laws and other assets 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 Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or, except where the failure to have such title has not had and as set forth on Schedule 3.8 or as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Neither , otherwise conflict with the Company nor property rights of any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesother Person.

Title to Properties; Encumbrances. The (a) Except as shown in Section 3.10(a) of the Disclosure Schedule each of the Company and each of its the Company Subsidiaries has good andtitle to all properties and assets which it purports to own (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Balance Sheet (except for inventory and obsolete equipment sold since the date of the Balance Sheet in the ordinary course of 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 acquired properties and assets (other than inventory) are reflected in Section 3.10(b) of the Disclosure Schedule (other than immaterial properties and assets acquired in the ordinary course of business or as contemplated by the capital expenditure plan as set forth on Section 2.14(d) of the Disclosure Schedule), except in each case for (i) liens for taxes which are not yet due and payable or which are being contested in good faith, (ii) statutory, common law, builder, mechanic, warehouseman, materialmen, contractor, workmen, repairmen, carrier or other liens which do not interfere with the use by the Company and the Company Subsidiaries of the assets relating to the business of the Company and the Company Subsidiaries or (iii) other restrictions on the use of property which do not materially interfere with the conduct of the ordinary course of business of the Company and the Company Subsidiaries or materially impair the use or value of property (collectively, "Permitted Liens"). Except as set forth in Section 3.10(c) of the Disclosure Schedule, all such properties and assets are free and clear of all title defects or objections, liens, claims, charges, pledges, options, security interests or other encumbrances of any kind or nature whatsoever including, without limitation, leases, chattel mortgages, deed of trusts, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements (collectively, "Liens"), and are not, in the case of real property, valid and marketable title toexcept as set forth in Section 3.10(d) of the Disclosure Schedule subject to any rights of way, orencroachments, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever or other right of third parties, whether voluntarily incurred or arising by operation of law, including, without limitation, any agreement to give any of the foregoing in the future and any contingent sale or other title retention agreement except in each case of leased (i) with respect to all such properties and assets, valid leasehold interests inliens as securing specified liabilities or obligations shown on the Balance Sheet and (ii) for Permitted Liens. The rights, all of its real property, tangible property properties and other assets except where the failure to have such title has not had and would not reasonably be expected to havepresently owned, individually leased or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property licensed by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit each of the Company and the Company Subsidiaries enjoys peaceful to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. All of the properties and undisturbed possession under assets of the Company and the Company Subsidiaries are maintained and operated in conformity with all applicable laws, ordinances, and regulations relating thereto currently in effect, except where such nonconformity would not have a material leasesadverse effect on the business operations of Company. (b) All of the assets of Sun Torreon, S.A. de C.V. have been duly and properly transferred to CNC West de Mexico, S.A. de C.V., and CNC West de Mexico, S.A. de C.V. has good title thereto free and clear of all Liens (other than Permitted Liens). (c) Maquilas Pami, S.A. de C.V. has good title to and is the named registered holder of the deeds to all of the real property in Mexico previously disclosed by the Company to Jonex xx being owned by the Company 16 18 or a Company Subsidiary, and owns such real property free and clear of all Liens (other than Permitted Liens). 3.11.

Title to Properties; Encumbrances. The Company M-Flex owns its property and each assets free and clear of its Subsidiaries has good andEncumbrances, except such Encumbrances that arise in the case Ordinary Course of real property, valid Business and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties its ownership or the use of such property or assets. SCHEDULE 5.6 attached hereto lists and describes all real property owned by the Company M-Flex. SCHEDULE 5.6 attached hereto contains a complete and accurate list of all real property leases, subleases, licenses, and use and occupancy agreements to which M-Flex is a party or any of its Subsidiaries which are used by M-Flex in the operation of its respective businessBusiness (collectively, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured"LEASES"). All such material leases Leases are legal, valid, and binding obligations of M-Flex and are in full force and effect, and, following the Closing, such Leases will continue to be legal, valid, and binding obligations of M-Flex or of EntrePort and will be enforceable by either such party, if a party thereto. There are no disputes, defaults, oral agreements or forbearances in effect as to any such Leases. M-Flex is in compliance with all of the material terms and conditions of such Leases. M-Flex has, and, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 5.6 attached hereto, it or EntrePort will have, after the Closing (including with respect to any Lease of real property located outside the United States), good and valid title to the leasehold estate or other interest created under its Lease, free and clear of all Encumbrances. Each such Lease grants, and will continue to grant after the Closing, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 5.6 attached hereto, and to the normal expiration of such Lease at the end of its natural term (as unmodified since the date of this Agreement and without the occurrence of any acceleration thereof as a result of the Transactions), M-Flex or EntrePort, as appropriate, the exclusive right to use the property that is the subject of such Lease free and clear of all Encumbrances. M-Flex owns all the properties and assets (whether real, personal or mixed and whether tangible or intangible and wherever located) that it purports to own. The assets of M-Flex set forth in "M-FLEX'S QUARTERLY BALANCE SHEET" (as at June 30, 2002) and the Company and each properties owned or leased by M-Flex as of the Company Subsidiaries enjoys peaceful date hereof and undisturbed possession under disclosed to the EntrePort Group are all such material leasesthe assets and properties required to conduct the Business of M-Flex as it is currently conducted.

Title to Properties; Encumbrances. The Company Acquired Companies hold good and each of its Subsidiaries has good and, in the case of real property, marketable fee title or valid and marketable subsisting leasehold title to, or, in the case of leased properties and assets, valid leasehold interests in, to all of its the real property, tangible property and other properties or assets except where of which any Acquired Company is the failure to have such record and beneficial owner or the lessee or licensee ("Acquired Assets") free and clear of any liens, charges, pledges, security interests or other Encumbrances or imperfections or defects in title has not had other than: (a) those reflected or reserved against in the Balance Sheet; (b) those set forth on SCHEDULE 2.5, and would not reasonably be expected to havePermitted Encumbrances, if any, which, individually or in the aggregate, a Company Material Adverse Effectdo not materially adversely affect the marketability or insurability of title to the real property or materially detract from the value of or materially interfere with the present use of the real property; or (c) as to the assets which are leased, the rights of the other party or parties to the lease arrangements. All Acquired Assets are in each case subject to no Liensgood operating condition and in good repair, except for (a) Liens reflected ordinary wear and tear or assets that are at or near the end of their useful lives, and suitable for the uses intended, except for such failures that individually or in the consolidated balance sheet aggregate are not reasonably likely to result in a Material Adverse Change, and such Acquired Assets comprise all of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits assets and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries used in the operation of its respective businessthe Acquired Companies' Business as currently conducted or required by the Acquired Companies for the continued conduct of the Acquired Companies' Business. Without limiting the foregoing, (c) Liens all inventory comprising Acquired Assets is of good, usable and merchantable quality in all material respects and does not include obsolete or discontinued items, unless and to the extent a reserve for current Taxes, assessments or governmental charges or levies on property not yet delinquent such obsolete and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve discontinued items has been provided established on the appropriate Acquired Companies' financial statements. For purposes of this Agreement, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected "Permitted Encumbrances" with respect to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.real property shall mean:

Title to Properties; Encumbrances. The Company Section 2.11 of the CSI --------------------------------- Disclosure Statement contains a complete and accurate list of all interests in real property owned, leased or occupied by any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Non-Acquired Companies. Except as described in the following sentence, each of its Subsidiaries the Companies has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, all of its real propertyproperties and assets (real, personal and mixed, tangible property and other intangible), including, without limitation, all the properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet Interim CSI Balance Sheet (except for properties and assets disposed of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and consistent with past practices since June 30, 1995). None of such properties or assets are subject to any liability, obligations, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or encumbrance of any kind (f) Liens which have not and would not reasonably be expected to havewhether absolute, individually accrued, contingent or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyotherwise), except for (i) defaults that are not materialas set forth in Sections 2.11 or 2.17(k) of the CSI Disclosure Statement, and (ii) defaults for which the grace or cure period has not expired minor imperfections of title and encumbrance, if any, which are reasonably capable not substantial in amount, do not materially detract from the value of cure during the cure period property or (iii) defaults which have been curedassets subject thereto and do not impair the operations of any of the Companies. All buildings, plants and structures owned or leased by any Acquired Company lie wholly within the boundaries of the real property owned or leased by such material leases are in full force and effect, and the Acquired Company and each do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. No condemnation proceeding is pending or, to the knowledge of the Company Subsidiaries enjoys peaceful and undisturbed possession under all Acquired Companies, threatened with respect to any real property identified in the CSI Disclosure Statement, nor, to the knowledge of the Acquired Companies, is any change in any Law pending or threatened which would interfere with the use of any such material leasesbuilding, structure or other appurtenance thereon.

Title to Properties; Encumbrances. The Section 4.21 of the Company Disclosure Schedule sets forth all real property owned or leased by the Company and the Company Subsidiaries (the "Company Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Company Current Reports and as described in clause (ii) below: (i) each of its the Company and the Company Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, as applicable, all of its real propertyproperties and assets (real, personal and mixed, tangible property and intangible), including, without limitation, all Company Real Property and all other properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of and the Company Audit DateSubsidiaries at June 30, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities 1998 included in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any Form 10-Q for the quarter ended June 30, 1998 (except for properties and assets disposed of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and consistent with past practice since June 30, 1998) and (fii) Liens which have not and would not reasonably be expected none of such properties or assets are subject to haveany liability, individually obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or in the aggregateencumbrance of any kind (whether absolute, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyaccrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Company Subsidiary and a joint venture entity in which the Company is a limited partner or a managing member (ias identified in Section 4.21 of the Company Disclosure Schedule) defaults that and easements and restrictions of record, if any, which are not materialsubstantial in amount, (ii) defaults for which do not materially detract from the grace value of the property or cure period has assets subject thereto and do not expired impair the operations of the Company and which are reasonably capable the Company Subsidiaries. Each of cure during the cure period or (iii) defaults which have been cured. All such material leases are is in full force and effecteffect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with or without notice or the passage of time or both, would constitute a default under such lease) which would have a Material Adverse Effect on the Company. Except as set forth in Section 4.21 of the Company Disclosure Schedule, the Company and the Company and each Subsidiaries have obtained owner's title insurance on all of the Company Real Property owned by the Company or any Company Subsidiary, in each case insuring good and marketable fee simple title to such Company Real Property, in an amount at least equal to the aggregate value of such Company Real Property together with all improvements thereon. Except as set forth in Section 4.21 of the Company Disclosure Schedule, there are no mechanics' or materialmen's liens or liens of a similar nature in existence with respect to any on-going construction activities involving any of the Company Real Property that, with respect to each such construction activity, exceeds $50,000 individually, or $200,000 in the aggregate. Except as would not cause a Material Adverse Effect on the Company, all of the properties and assets of the Company and the Company Subsidiaries enjoys peaceful are in good operating condition and undisturbed possession under all such material leasesrepair, and maintenance thereon has not been deferred beyond industry standards, and are suitable for the purposes for which they are presently being used.

Title to Properties; Encumbrances. The Company and each of its the Company Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real propertymaterial tangible properties and assets, tangible property and other assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company Financial Statements as of the Company Audit Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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 statementsFinancial Statements as of the Balance Sheet Date, (d) inchoate mechanics’ Liens of landlords and materialmen’s Liens for construction in progresscarriers, (e) workmen’s repairmen’s warehousemen’s , mechanics and carrier’s materialmen and other similar Liens arising in the ordinary course of business business, (e) statutory Liens claimed or held by any Governmental Entity that are related to obligations that are not due or delinquent, and (f) other immaterial Liens which have not (the foregoing Liens (a)-(f), “Permitted Liens”). The Company and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither each of the Company nor any Subsidiaries is in compliance in all material respects with the terms of its Subsidiaries has received a notice of default under any all material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. Section 3.14 of the Company Disclosure Schedule sets forth a list of all real property leases in effect as of the date of this Agreement to which the Company or any Company Subsidiary is a party providing for an annual aggregate rent of $100,000 or more, the name of the lessor, the date of the lease and each amendment thereto. Neither the Company nor any of the Company Subsidiaries owns any real property.

Title to Properties; Encumbrances. The Company Part 3.6 of the Disclosure Schedule contains a complete and each accurate list of its Subsidiaries has all real property, leaseholds, or other interests therein owned by Xxxx. Xxxx owns (with good andand marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed in Part 3.6 of the Disclosure Schedule and personal property sold since the date of the Balance Sheet in the Ordinary Course of Business), and all of the properties and assets purchased or otherwise acquired by Xxxx since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), other than Inventory and short-term investments, are listed in Part 3.6 of the Disclosure Schedule. All material properties and assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, valid and marketable title tosubject to any rights of way, orbuilding use restrictions, in the case exceptions, variances, reservations, or limitations of leased any nature except, with respect to all such properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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) Liens reflected in mortgages or security interests shown on the consolidated balance sheet Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of the Company as of the Company Audit Datetime or both, would constitute a default) exists, (b) Liens consisting mortgages or security interests incurred in connection with the purchase of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title theretoassets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which do not materially impair the value no default (or event that, with notice or lapse of such properties time or the use of such property by the Company or any of its Subsidiaries in the operation of its respective businessboth, would constitute a default) exists, (c) Liens liens for current Taxes, assessments or governmental charges or levies on property taxes not yet delinquent due, 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) inchoate mechanics’ and materialmen’s Liens for construction in progresswith respect to real property, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not materialminor 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 Xxxx, and (ii) defaults for which zoning laws and other land use restrictions that do not impair the grace present or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each anticipated use of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesproperty subject thereto.

Title to Properties; Encumbrances. The Company Section 3.20 of the Retirement Disclosure Schedule sets forth all real property owned or leased by Retirement and the Retirement Subsidiaries (the "Retirement Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Retirement Current Reports and as described in clause (ii) below: (i) each of its Retirement and the Retirement Subsidiaries has good andgood, in the case of real propertyvalid, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, as applicable, all of its real propertyproperties and assets (real, personal, and mixed, tangible and intangible), including, without limitation, all Retirement Real Property and all other properties and assets reflected in the consolidated balance sheet of Retirement and the Retirement Subsidiaries at December 31, 1997 included in the Retirement 10-K (except for properties and assets disposed of in the ordinary course of business and consistent with past practices since December 31, 1997) and (ii) none of such properties or assets are subject to any liability, obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge, or encumbrance of any kind (whether absolute, accrued, contingent, or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practices subsequent to September 30, 1998 and liens for taxes not yet due and payable, easements and restrictions of record, and minor imperfections of title and encumbrances, if any, that are not substantial in amount, do not materially detract from the value of the property or assets subject thereto and other assets except where do not materially impair the failure operations of Retirement and the Retirement Subsidiaries. Each of the leases relating to have the Retirement Real Property is in full force and effect and there is no default by landlord or tenant existing thereunder (and no event has occurred that, with notice and the passage of time or both, would constitute a default under such title has not had and would not reasonably be expected to havelease) that, individually or in the aggregate, would have a Company Material Adverse Effect; in each case subject to no LiensEffect on Retirement. Except as would not cause a Material Adverse Effect on Retirement, except for (a) Liens reflected in the consolidated balance sheet all of the Company as properties and assets of Retirement and the Company Audit DateRetirement Subsidiaries are, (b) Liens consisting of zoning or planning restrictionsin all material respects, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings operating condition and repair, and maintenance thereon has not been deferred beyond industry standards, and are suitable for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens purposes for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasespresently being used.

Title to Properties; Encumbrances. The Company Schedule 2.6 contains a complete and accurate list of all leaseholds (including, with respect thereto, the "commencement date" of each of its Subsidiaries related lease agreement) or other interests in real property currently owned by TWC. TWC has good andand valid title to all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected as owned in TWC's balance sheet as of September 30, 1997 (the " September Balance Sheet"), and upon consummation of the Contemplated Transactions, the Surviving Corporation will be vested with good and valid title to all such properties and assets (except for personal property sold since the date of the September Balance Sheet in the case Ordinary Course of Business and except that the contracts governing certain leasehold interests held by TWC require the consent of the applicable landlords for the consummation of the Contemplated Transactions which consents Anicom has specifically requested that TWC neither seek nor obtain) and all of the material properties and assets purchased or otherwise acquired by TWC since the date of the September Balance Sheet (except for supplies, inventory, and personal property acquired and/or sold since the date of the September Balance Sheet in the Ordinary Course of Business) are listed in Schedule 2.6. Except as set forth on Schedule 2.6 attached hereto, TWC does not use any furniture, fixtures or equipment which it does not own. Except as set forth on Schedule 2.6, all properties and assets reflected in the September Balance Sheet are free and clear of all Encumbrances, except (i) Encumbrances disclosed in the Financial Statements, (ii) Encumbrances for Taxes, assessments and other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) mechanics', workmen's, repairmen's, warehousemen's, carriers' or other like Encumbrances arising or incurred in the Ordinary Course of Business, (iv) equipment leases listed on Schedule 2.6 with third parties entered into in the Ordinary Course of Business, (v) with respect to real property, valid and marketable title toeasements, orquasi-easements, in the case licenses, covenants, rights of leased properties and assetsway, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had similar restrictions and would not reasonably be expected to havezoning, building and other similar restrictions of record and (vi) Encumbrances which, individually or in the aggregate, will not have a Company TWC Material Adverse Effect; in each case subject . To TWC Shareholders' Knowledge, TWC has no material liabilities or obligations of any nature with respect to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property previously owned or irregularities in title thereto, operated by TWC which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to havewould, individually or in the aggregate, have a Company TWC Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. The Company Section 3.20 of the Tango Disclosure Schedule sets forth all real property owned or leased by Tango and the Tango Subsidiaries (the "Tango Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Tango Current Reports and as described in clause (ii) below: (i) each of its Tango and the Tango Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, as applicable, all of its real propertyproperties and assets (real, personal and mixed, tangible property and intangible), including, without limitation, all Tango Real Property and all other properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of Tango and the Company as of the Company Audit DateTango Subsidiaries at December 31, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries 1996 included in the operation Tango 10-K (except for properties and assets disposed of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and consistent with past practices since December 31, 1996) and (fii) Liens which have not and would not reasonably be expected none of such properties or assets are subject to haveany liability, individually obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or in the aggregateencumbrance of any kind (whether absolute, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyaccrued, contingent or otherwise), except for (i) defaults that liens securing repayment of indebtedness incurred in the ordinary course consistent with past practices subsequent to March 31, 1997 and liens for taxes not yet due and payable, easements and restrictions of record, unrecorded and undelivered mortgages between a Tango Subsidiary and a joint venture entity in which Tango is a limited partner or a managing member and minor imperfections of title and encumbrance, if any, which are not materialsubstantial in amount, (ii) defaults for which do not materially detract from the grace value of the property or cure period has assets subject thereto and do not expired impair the operations of Tango and which are reasonably capable the Tango Subsidiaries. Each of cure during the cure period or (iii) defaults which have been cured. All such material leases are is in full force and effecteffect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with notice and the passage of time or both, would constitute a default under such lease) which would have a Material Adverse Effect on Tango. Except as would not cause a Material Adverse Effect on Tango, all of the properties and assets of Tango and the Tango Subsidiaries are, in all material respects, in good operating condition and repair, and maintenance thereon has not been deferred beyond industry standards, and are suitable for the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasespurposes for which they are presently being used.

Title to Properties; Encumbrances. The Schedule 3.14 sets forth a list of all real property owned by the Company and each of its Subsidiaries has good and, in (the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and “Owned Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect; , the Company has good and valid title to the Owned Real Property and to all of the buildings, structures and other improvements thereon, free and clear of all Liens other than Permitted Liens. To the Company’s knowledge, the Company has valid leasehold interest in each case all of its material Company Property, subject to no Liens, except for (a) Liens reflected in the consolidated a balance sheet of the Company as of the Company Audit December 31, 2011 (“Balance Sheet Date”), (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent due 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, and (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably materially interfere with the use of such property or assets by the Company (the foregoing Liens (a)-(d), “Permitted Liens”). The Company is in compliance with the terms of all leases relating to the Company Property to which they are a party, except such compliance which has not had or would not reasonable be expected expect to have, individually or in the aggregate, a Company Material Adverse Effect. Neither To the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyCompany’s knowledge, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All all such material leases relating to the Company Property are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such leases. The Company or a Company Subsidiary owns or leases all of the material leasespersonal property shown to be owned or leased by the Company or a Company Subsidiary reflected in the latest audited financial statements included in the Company SEC Documents or acquired after the date thereof, free and clear of all Liens (other than Permitted Liens), except to the extent disposed of in the ordinary course of business since the date of the latest audited financial statements included in the Company SEC Documents.

Title to Properties; Encumbrances. The Company Rudy's has good, valid, marketable and indefeasible fee simple title to all the properties and assets which it purports to own, including, without limitation, all the properties and assets reflected in the Unaudited Balance Sheet, and all the properties and assets purchased by Rudy's since the date of the Unaudited Balance Sheet. Schedule 5.10.1 hereto lists each and every parcel of its Subsidiaries has good andreal property owned in fee by Rudy's (such real property is referred to herein as "Owned Real Properties"). Properties and assets reflected in the Unaudited Balance Sheet, including, without limitation, the Owned Real Properties, are free and clear of all title defects or objections, liens, mortgages, deeds of trust, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, subleases, rights of occupancy, deed restrictions, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such 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 Owned Real Properties subject to no Liensany rights of way, except for building use restrictions, exceptions, variances or reservations of any nature whatsoever except, (a) Liens reflected in liens shown on the consolidated balance sheet of the Company Unaudited Balance Sheet as of the Company Audit Datesecuring specified liabilities or obligations, with respect to which no material defaults exist, (b) Liens consisting imperfections of zoning title, covenants or planning restrictions, easementsif any, permits none of which are substantial in amount and other restrictions or limitations on the use of real property or irregularities in title thereto, which do would not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective businesshave a Material Adverse Effect, (c) Liens for current Taxes, assessments zoning or governmental charges or levies on property land use ordinances which would not yet delinquent have a Material Adverse Effect 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) inchoate mechanics’ liens for taxes not yet due and materialmen’s Liens for construction payable. Rudy's is in progressactual possession of the Owned Real Properties. To the knowledge of Rudy's, no portion of any of the improvements erected on the Owned Real Properties encroaches on adjoining property or public streets and no portion of any of the Owned Real Properties is, or has been, subjected to a special ad valorem tax valuation such that a change in ownership or use (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually whether now existing or in the aggregate, a Company Material Adverse Effect. Neither future) has caused or will cause additional ad valorem taxes to be imposed upon the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or (iii) defaults which have been cured. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesOwned Real Properties.

Title to Properties; Encumbrances. The Section 4.21 of the Company Disclosure Schedule sets forth all real property owned or leased by the Company and the Company Subsidiaries (the "Company Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Company Current Reports and as described in clause (ii) below: (i) each of its the Company and the Company Subsidiaries has good and, in the case of real propertygood, valid and marketable title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, as applicable, all of its real propertyproperties and assets (real, personal and mixed, tangible property and intangible), including, without limitation, all Company Real Property and all other properties and assets except where the failure to have such 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) Liens reflected in the consolidated balance sheet of the Company as of and the Company Audit DateSubsidiaries at June 30, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities 1998 included in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any Form 10-Q for the quarter ended June 30, 1998 (except for properties and assets disposed of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and consistent with past practice since June 30, 1998) and (fii) Liens which have not and would not reasonably be expected none of such properties or assets are subject to haveany liability, individually obligation, claim, lien, mortgage, pledge, security interest, conditional sale agreement, charge or in the aggregateencumbrance of any kind (whether absolute, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a partyaccrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Company Subsidiary and a joint venture entity in which the Company is a limited partner or a managing member (ias identified in Section 4.21 of the Company Disclosure Schedule) defaults that and easements and restrictions of record, if any, which are not materialsubstantial in amount, (ii) defaults for which do not materially detract from the grace value of the property or cure period has assets subject thereto and do not expired impair the operations of the Company and which are reasonably capable the Company Subsidiaries. Each of cure during the cure period or (iii) defaults which have been cured. All such material leases are is in full force and effecteffect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with or without notice or the passage of time or both, would constitute a default under such lease) which would have a Material Adverse Effect on the Company. Except as set forth in Section 4.21 of the Company Disclosure Schedule, the Company and the Company and each Subsidiaries have obtained owner's title insurance on all of the Company Real Property owned by the Company or any -40- Company Subsidiary, in each case insuring good and marketable fee simple title to such Company Real Property, in an amount at least equal to the aggregate value of such Company Real Property together with all improvements thereon. Except as set forth in Section 4.21 of the Company Disclosure Schedule, there are no mechanics' or materialmen's liens or liens of a similar nature in existence with respect to any on-going construction activities involving any of the Company Real Property that, with respect to each such construction activity, exceeds $50,000 individually, or $200,000 in the aggregate. Except as would not cause a Material Adverse Effect on the Company, all of the properties and assets of the Company and the Company Subsidiaries enjoys peaceful are in good operating condition and undisturbed possession under all such material leasesrepair, and maintenance thereon has not been deferred beyond industry standards, and are suitable for the purposes for which they are presently being used.

Title to Properties; Encumbrances. The Company and each of its Subsidiaries has good and, in the case of real property, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and would not reasonably be expected to haveassets, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit DateDecember 31, 2005, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its their respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent 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) inchoate mechanics’ and materialmen’s and carrier’s Liens for construction in progress, ; (e) workmen’s ’s, repairmen’s ’s, warehousemen’s and carrier’s Liens arising in the ordinary course of business business; and (f) Liens which have not and would not reasonably be expected to have, individually or in listed on Section 5.18 of the aggregate, a Company Material Adverse EffectDisclosure Schedule. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of cure during the cure period or period, (iii) defaults which have been curedcured or (iv) defaults listed on Section 5.18 of the Company Disclosure Schedule. All Except as disclosed on Section 5.18, all such material leases are in full force and effect, and the Company and each of the Company its Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.