Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. The COMPANY has delivered to URSI an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) true, complete and correct copies of all such leases and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's properties.

Real and Personal Property. The COMPANY (a) Each Group Company is the sole legal owner of and, except as set forth on Schedule 3.16(a), such Group Company has delivered good and marketable title to URSI an accurate list (Schedule 5.14) all items of (x) all real and tangible personal property included (or that will be included) reflected on the balance sheet Latest Balance Sheet as owned or leased by such Group Company free and clear of any Liens other than Permitted Liens that do not materially detract from the COMPANY, (y) all value or intended use of such property. All equipment and other real and items of tangible personal property and assets of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 each Group Company (i) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ii) are usable in the regular and ordinary course of business for their intended use and purpose and (iii) conform to all applicable Laws and Orders. (b) Except as listed in Schedule 3.16(b), each Group Company (i) owns fee simple title to each of the Balance Sheet Date real properties (or the applicable portion thereof) described on Schedule 3.16(b) as being owned in fee by such Group Company and (ii) acquired since has a valid leasehold interest in each of the Balance Sheet Datereal properties (or the applicable portion thereof) described on Schedule 3.16(b) as being ground leased by such Group Company pursuant to those certain ground leases (together with any amendments thereto, collectively, the “Company Ground Leases”) described on Schedule 3.16(b) (all such owned and leased real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, and for the purposes of this Section 3.16 only, any real property owned by LVP St. Augustine Outlets LLC and the St. Augustine Land, are referred to herein as collectively, the “Owned Real Properties,”). The interests of the Group Companies in the Owned Real Properties are good, marketable and insurable and the same are owned free and clear of all Liens except for Permitted Liens. (zc) all leases for real Schedule 3.16(c) sets forth a true, correct and personal property complete list of the Leased Real Property as of the date hereof. With respect to each respective lease or sublease underlying the Leased Real Property, (i) such lease or sublease constitutes the entire agreement to which the COMPANY or any of its subsidiaries a Group Company is a party involving real with respect thereto; (ii) no Group Company has assigned, sublet, transferred or personal property having a value in excess of $2,500, including conveyed any interest in the case of leasehold; and (ziii) truesuch lease or sublease is in full force and effect and is valid, complete binding and correct copies of all such leases and including enforceable in cases (x)accordance with its terms against the lessor or lessee thereunder, as applicable, (yiv) and (z) an indication as no Group Company, on the one hand, nor, to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates the knowledge of the COMPANY Company, any other party, on the other hand, is in breach, default or STOCKHOLDERSan event of default under any such lease or sublease, which breach, default or an event of default remains uncured, and no uncured basis for termination of any such lease or sublease has occurred and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default, event of default or give rise to a right of termination, and no written termination of or notice of default (with respect to any matter that remains uncured) has been received by any Group Company with respect to any such lease or sublease. Schedule 3.16(c) sets forth, the date of each lease or sublease of Leased Real Property, each amendment thereto and the names of the parties to each such lease, as amended. Except as shown set forth in Schedule 3.16(c), none of the rights of the Group Companies under the leases and subleases underlying the Leased Real Property is subject to termination or modification as a result of the Contemplated Transactions. The Company has made available to Parent REIT a true, correct and complete copy of each lease and sublease underlying the Leased Real Property. No purchase or other option has been exercised under any lease or sublease underlying the Leased Real Property, except options whose exercise has been evidenced by a written document as described in Schedule 3.16(c), a true and complete copy of which has been made available to Parent REIT prior to the date hereof with the corresponding lease or sublease underlying the Leased Real Property. Except as set forth on Schedule 5.143.16(c), there are not outstanding any options, rights of first offer or rights of first refusal or any other rights in favor of any of the Group Companies to acquire or sell any portion of the Leased Real Properties (or rights to develop any portion of the Leased Real Properties). (d) The Owned Real Properties and the Leased Real Properties are all of the trucks and other material machinery and equipment real properties owned or leased by the Group Companies. Each of the COMPANY Owned Real Properties is suitable for its current use and its intended use by such Group Company as of the COMPANY's Subsidiaries listed on Schedule 5.14 are date hereof and is in good working order and operating condition, ordinary wear and tear excepted. All leases repairs or maintenance for any Owned Real Properties necessary over the next twelve-month period following the date of this Agreement in order to maintain such properties in such operating condition are reflected in the Budget or are set forth in Schedule 3.16(d). Since January 1, 2008, none of the Owned Real Properties has suffered any physical event or condition which has resulted in a loss of value (other than ordinary wear and tear and depreciation) which is not subject to insurance (subject to deductibles) or which renders the property unfit for its intended use. None of the buildings or other improvements on the Owned Real Properties has any latent or patent structural or mechanical defect. (e) Each Company Ground Lease is valid, binding and enforceable against the Group Company that is a tenant thereunder and, to the knowledge of the Company, the other parties thereto in accordance with its terms, and is in full force and effect. Except as listed in Schedule 5.14 3.16(e), (i) the applicable Group Company has performed all obligations required to be performed by it to date under each of the Company Ground Leases, (ii) no Group Company, on the one hand, nor, to the knowledge of the Company, any other party, on the other hand, is in breach, default or an event of default under any Company Ground Lease which breach, default or event of default remains uncured, (iii) no uncured basis for termination of any such Company Ground Lease has occurred, and (iv) no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default, event of default or give rise to a right of termination, and no written termination of or notice of default (with respect to any matter that remains uncured) has been received by any Group Company, with respect to any such Company Ground Lease. Schedule 3.16(e) sets forth, the date of each Company Ground Lease, each amendment thereto and the names of the parties to each such lease, as amended. None of the rights of the Group Companies under the Company Ground Leases is subject to termination or modification as a result of the entry into the Transaction Documents or the consummation of the Contemplated Transactions. The Company has made available to Parent REIT prior to the date hereof a true, correct and complete copy of each Company Ground Lease. No purchase or other option has been exercised under any of such Company Ground Leases, except options whose exercise has been evidenced by a written document as described in Schedule 3.16(e), a true and complete copy of which has been made available to Parent REIT prior to the date hereof with the corresponding Company Ground Lease. (f) Schedule 3.16(f) contains a true, correct and complete list of (i) all leases, licenses and other occupancy agreements demising space at the Owned Real Properties that were in effect as of November 30, 2009 as to which any Group Company is a party as a landlord (such leases, licenses and other occupancy agreements are, together with all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, the “Company Leases”), their respective terms, any renewal options, and the rent and other charges payable thereunder, (ii) all of the guaranties under which a guarantor has guaranteed the obligations of the tenant under any such Company Lease, (iii) all consents to sublease and consents to assignment that in either case any Group Company or, to the extent in a Group Company’s possession, any predecessor in interest to a Group Company has heretofore executed and delivered in respect of such Company Leases and for which the applicable subleases are in effect (the items that are described in the foregoing clauses (i)-(iii) above being collectively referred to herein as the “Existing Company Lease Documents”). The Company has made available to Parent REIT prior to the date hereof true, correct and complete copies of all Existing Company Lease Documents. The Existing Company Lease Documents are in full force and effect and constitute valid are valid, binding on and binding agreements on the COMPANY (or enforceable against each Group Company that is a COMPANY Subsidiaryparty thereto and, as applicable), and to the knowledge of the COMPANYCompany, constitute valid and binding agreements on the each other parties thereto (and their successors) thereto party thereto, in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 3.16(f) or in the Existing Company Lease Documents, (1) no tenant under a Company Lease has a right of set-off or claim or counterclaim against the landlord arising out of the Company Lease; (2) no tenant under a Company Lease has a right to relocate the premises in the center in which such tenant occupies space; (3) no tenant under a Company Lease has a right to lease any additional space; (4) no tenant under a Company Lease has a right to be the exclusive seller or provider of products or services in a center in which such tenant occupies space; (5) no tenant under a Company Lease has any “co-tenancy right,” (e.g., a right to terminate the lease, reduce the rent, reduce store hours or “go dark” based upon the actions or inactions of another tenant); (6) no Company Leases provide for free rent periods or other rent concessions applicable to any period of time after the date hereof; (7) no tenant under a Company Lease is permitted to handle, store or dispose of Hazardous Substances in violation of Environmental Laws; (8) no tenant under any Company Lease has a right to cancel or terminate such Company Lease prior to the end of the current term; (9) no Group Company has received notice of any insolvency or bankruptcy proceeding involving any tenant under any Company Lease; and (10) no Company Lease contains a “most favored nation” provision or other similar provision which limits the amount of rent, common area maintenance charges or other amounts payable by the tenant thereunder by reference to the rent, common area maintenance charges or other amounts payable by one or more tenants under other Company Leases. (g) No Group Company has heretofore received from any of the counterparties under the Existing Company Lease Documents to which such Group Company is a party a notice to the effect that such Group Company is in default (with respect to any matter that remains uncured) in any respect of the obligations of the lessor under the applicable Company Lease (except for liens excepted any such default that such Group Company has heretofore cured or is disputing in Section 7.3(vi)(1good faith). No Group Company, on the one hand, nor, to the Company’s knowledge, any other party, on the other hand, is in breach, default or an event of default under any Existing Company Lease Documents, which breach, default or event of default remains uncured that relates to Company Leases in excess of 5,000 square feet of net rentable area or Company Leases that provide for more than $500,000 in annual rental payments, in the aggregate, from a tenant or related tenants under such lease and all other leases at one or more Owned Real Properties (the “Material Company Leases”), in effect, and no uncured basis for termination of any such Material Company Lease has occurred, and no uncured event has occurred which with or without the lapse of time or the giving of notice or opportunity to cure would constitute a breach, default, event of default or give rise to a right of termination, and no written termination of or notice of default (with respect to any matter that remains uncured) has been received by any Group Company, with respect to any such Material Company Lease. No Group Company has heretofore received from any of the counterparties under the Existing Company Lease Documents to which such Group Company is a party a notice from any tenant of any intention to vacate prior to the end of the term of such Company Lease. No tenant under any of the Company Leases has asserted any claim of which any Group Company has heretofore received notice which would affect the collection of rent from such tenant. No base rent due or to become due under the Company Leases have been paid by the counterparty thereunder more than one (1) month in advance. No Group Company has heretofore pledged or otherwise hypothecated the lessor’s interest under any of the Company Leases which pledge or other hypothecation remains outstanding, except to secure any existing mortgage loan. No tenant under any of the Company Leases has heretofore exercised its right to audit the lessor’s books and records to confirm or challenge the lessor’s calculation of Overage Rent or the lessor’s calculation of charges for electricity, heating, ventilation and air-conditioning services, cleaning services, freight elevator service or any other similar services, except for (i) any such audit that has heretofore been settled or otherwise terminated and (3ii) audits that are currently being conducted by the tenants set forth on Schedule 3.16(g). None of the rights of the Group Companies under the Company Leases is subject to termination or modification as a result of the transactions contemplated by this Agreement or by the consummation of the Contemplated Transactions. No purchase or other option has been exercised under any of such Company Leases, except options whose exercise has been evidenced by a written document as described in Schedule 3.16(g), a true and complete copy of which has been made available to Parent REIT prior to the date hereof with the corresponding Company Lease. Other than the rights granted to Parent REIT under this Agreement or any Permitted Liens, there are no liens against not outstanding any options, rights of first offer or rights of first refusal or any other rights to acquire or sell any portion of the COMPANY's propertiesOwned Real Properties (or rights to develop any portion of the Owned Real Properties). (h) The rent roll for each of the Owned Real Properties as of November 30, 2009 (collectively, the “Rent Roll”) has been made available to Parent REIT prior to the date hereof. Except as disclosed in Schedule 3.16(h), the Rent Roll lists all Company Leases as of the date thereof. The Rent Roll is true, correct and complete as of the date thereof. (i) Schedule 3.16(i) sets forth a true, correct and complete list of all brokerage agreements entered into by each Group Company and entered into by any prior owner of the Owned Real Properties, in each case relating to the Owned Real Properties and which are in such Group Company’s possession and are binding on such Group Company and under which any future commissions may become due and payable (the “Brokerage Agreements”). The Company has made available to Parent REIT prior to the date hereof true, correct and complete copies of each of the Brokerage Agreements. (j) Schedule 3.16(j) is a true, correct and complete schedule of service, maintenance, construction and supply contracts affecting the Owned Real Properties as of the date of this Agreement (other than the Existing Company Lease Documents and the Brokerage Agreements) (collectively, the “Service Contracts”). Except as may be permitted under Section 6.1(b), the Service Contracts are the only service contracts which will affect the Owned Real Properties on the Closing Date. The Service Contracts are in full force and effect as of the date hereof and have not been modified, amended, supplemented or extended. None of the Group Companies has received from any of the counterparties under the Service Contracts a notice to the effect that a Group Company is in default in any respect of its obligations under the applicable Service Contract which default has

Real and Personal Property. The COMPANY has delivered to URSI VESTCOM an accurate list (set forth on Schedule 5.14) , of (x) all real and property, all personal property included (or that will be included) in "depreciable plant, property and equipment" on the balance sheet of the COMPANY, (y) COMPANY and all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 10,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property . The COMPANY has delivered to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) VESTCOM true, complete and correct copies of all such leases for real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the businesses of the COMPANY and leases for equipment (including computer equipment) under which the total lease payments without regard to optional renewals is in excess of $40,000 and including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all 5.14 also contains the name and address of the trucks and other material machinery and equipment of each tenant or subtenant to which the COMPANY has let or sublet an owned or leased building or any part thereof, the date and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear exceptedexpiration date of each such lease or sublease. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable)COMPANY, and to the best knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successorssuccessors thereto) thereto in accordance with their respective terms. Except as shown on Schedule 5.14, all of the material machinery and equipment of the COMPANY listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective its businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted described in Section 7.3(vi)(1) and (37.3(vi), there are no liens Liens against the COMPANY's 'S real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,5002,500 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports received or owned by the COMPANY and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) true, complete and correct copies of all such leases and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,0005.5.1. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(15.5.1 or as would not reasonably be expected to have a Material Adverse Effect, each applicable Target Company has valid title to all of its owned personal property other than intellectual property (the "Owned Personalty") and such personal property is not subject to any Lien. Except as would not reasonably be expected to have a Material Adverse Effect, (3i) all leases and licensing agreements for personal property involving liabilities in excess of $10,000 per year ("Personalty Leases") leased or licensed by any of the Target Companies are listed on Schedule 5.5.1 and, to the knowledge of the Company, are valid and in full force and effect; (ii) the Target Companies have performed all obligations required to be performed by them under such leases; and (iii) no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a default by any of the Target Companies as lessee or licensee under such leases. On or before the Closing Date, each Target Company will deliver to the Buyer a copy of its fixed asset register, together with its depreciation schedules. The Owned Personalty and the property used pursuant to the Personalty Leases constitutes all personal property other than intellectual property currently used by the Target Companies to conduct the Business except as would not reasonably be expected to have a Material Adverse Effect. 5.5.2. Schedule 5.5.2 sets forth a list of all interests in real property owned by any of the Target Companies, and all interests in real property leased to the Target Companies (the "Real Property"). Except as would not reasonably be expected to have a Material Adverse Effect, (i) all leases (the "Leases") of Real Property leased to the Target Companies are, to the knowledge of the Company, valid and in full force and effect; (ii) the Target Companies have performed all obligations required to be performed by them under such Leases; (iii) to the knowledge of the Company, no event or condition exists which constitutes or, with the giving of notice or passage of time or both, would constitute a default by any of the Target Companies as lessee under such Lease; and (iv) to the knowledge of the Company no breach or default by any other Person under any of the Leases has occurred and is continuing. Except as set forth in Schedule 5.5.2 or as revealed in the surveys attached thereto: (a) As of the Closing, the applicable Target Company will have the title to the fee owned Real Property shown on the commitments for Title Insurance attached as Schedule 5.5.2 hereto. (b) All structures, facilities and improvements to the Real Property ("Structures") are located within the boundary lines of the Real Property and no structures, facilities or other improvements on any parcel adjacent to the Real Property encroach onto any portion of the Real Property, except as has not had a Material Adverse Effect. (c) There are no pending or, to the Company's knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any portion of the fee owned Real Property which affects any material portion of the fee owned Real Property. (d) No Target Company is party to any lease of Real Property as landlord or sublessor thereunder and there are no liens against persons in possession of any Real Property other than the COMPANY's propertiesTarget Companies.

Real and Personal Property. The COMPANY has delivered to URSI an accurate (a) Schedule 5.12(a) attached hereto contains a true and correct list (Schedule 5.14) of (x) all real property leases involving the Company Entities, as lessee or lessor, of any real property (the “Leased Real Property”) and personal property included (or that will be included) on reflects its title, the balance sheet date thereof, the names of the COMPANY, (y) all other real parties thereto at execution and personal property street address of the COMPANY (leased premises, and including the COMPANY's Subsidiaries) similar information with regard to any amendments to or assignments of such leases. Each Company Entity, as applicable, has valid and binding leases for each such Leased Real Property, true and complete copies of such leases have been made available to Parent, and each party to such leases, whether a value in excess of $2,500 Company Entity or third party, (i) as of the Balance Sheet Date is current with respect to payments due under such leases, and (ii) acquired since has complied in all material respects with their respective obligations under such leases. There are no material defaults under any such leases that remain uncured and no condition exists which, with the Balance Sheet Datelapse of time or giving of notice, and (z) all leases for real and personal property or both, would give rise to which the COMPANY or a material default under any such lease by any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500the Company Entities or, including in to the case of (z) true, complete and correct copies of all such leases and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates Knowledge of the COMPANY Company, any other party to such lease. (b) None of the Company Entities owns any real property or STOCKHOLDERSis obligated to acquire any real property. Except as shown on set forth in Schedule 5.145.12(b) attached hereto, all to the Knowledge of the trucks Company, the present zoning, subdivision, building and other material machinery ordinances and equipment regulations applicable to the Leased Real Properties listed in Schedule 5.12(a) attached hereto permit the continued operation, use, and occupancy of such Leased Real Property for the conduct of the COMPANY and business of the COMPANY's Subsidiaries listed on Schedule 5.14 Company Entities substantially in accordance with past practices, and, with respect to such Leased Real Property, the Company Entities are in material compliance with, and have received no notices of material violations of, any applicable zoning, subdivision or building regulation, ordinance or other Law or requirement. To the Knowledge of the Company, no portion of the Leased Real Property listed in Schedule 5.12(a) attached hereto or any building, structure, fixture or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain or inverse condemnation proceeding currently instituted or pending, and none of the foregoing are, or, to the Knowledge of the Company will be, the subject of, or affected by, any such proceedings. (c) The tangible property of the Company Entities, whether real, personal or mixed, is in good working order operating condition and conditionrepair, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's properties.

Real and Personal Property. The personal property owned and leased by -------------------------- the COMPANY has delivered and the real property leased by the COMPANY include all assets and properties necessary for the COMPANY to URSI conduct its business as currently conducted. Attached hereto as Schedule 6.13 is an accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYlist, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) substantially complete descriptions as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) of all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving and a description of the real or and personal property having a value leased by the COMPANY thereunder, and including an indication as to which assets are now or were formerly owned by the STOCKHOLDER or affiliates (which term, as used herein, shall have the meaning ascribed thereto in excess Rule 144(a)(1) under the Securities Act of $2,5001933, including in as amended) of the case of (z) true, complete COMPANY. The STOCKHOLDER has heretofore delivered to USFLORAL true and correct copies of all such leases for equipment and including properties on which are situated buildings, warehouses and other structures used in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by STOCKHOLDERS or business or personal affiliates the operation of the COMPANY or STOCKHOLDERSbusiness of the COMPANY. Except as shown set forth on Schedule 5.146.13, substantially all of the trucks and other material trucks, machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted, and the COMPANY has good and marketable title thereto and to all other personal property owned by it, free and clear of liens, encumbrances and claims of any kind. All leases set forth described on Schedule 5.14 are in full force 6.13 have been duly authorized, executed and effect delivered and constitute the legal, valid and binding agreements on obligations of the COMPANY (or a COMPANY Subsidiaryand, as applicable), and to the knowledge of the COMPANYSTOCKHOLDER, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding agreements on the obligations of such other parties thereto (and their successors) thereto in accordance with their respective termsparties. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to in the operation of their respective businesses its business are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.146.13. Schedule 5.14 shall, without limitation, contain true, complete and correct The STOCKHOLDER has heretofore delivered to USFLORAL copies of all title reports and title insurance policies received or owned held by the COMPANY him or the COMPANY's Subsidiaries. The COMPANY STOCKHOLDER has also provided in indicated on Schedule 5.14 6.13 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the COMPANY (has devoted any significant effort or any of the COMPANY's Subsidiaries) has made any expenditure in the two-two year period prior to the date of the Agreement in excess of $10,000this Agreement, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiessignificant efforts or capital.

Real and Personal Property. The COMPANY has delivered to URSI VESTCOM an accurate list (set forth on Schedule 5.14) , of (x) all real and property, all personal property included (or that -20- 28 will be included) in "depreciable plant, property and equipment" on the balance sheet of the COMPANY, (y) COMPANY and all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 10,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property . The COMPANY has delivered to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the case of (z) VESTCOM true, complete and correct copies of all such leases for real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the businesses of the COMPANY and leases for equipment (including computer equipment) under which the total lease payments without regard to optional renewals is in excess of $40,000 and including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERS. Except as shown on Schedule 5.14, all 5.14 also contains the name and address of the trucks and other material machinery and equipment of each tenant or subtenant to which the COMPANY has let or sublet an owned or leased building or any part thereof, the date and the COMPANY's Subsidiaries listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear exceptedexpiration date of each such lease or sublease. All leases set forth on Schedule 5.14 are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiary, as applicable)COMPANY, and to the best knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successorssuccessors thereto) thereto in accordance with their respective terms. Except as shown on Schedule 5.14, all of the material machinery and equipment of the COMPANY listed on Schedule 5.14 are in good working order and condition, ordinary wear and tear excepted. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective its businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated on Schedule 5.14. Schedule 5.14 shall, without limitation, contain true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiaries. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted described in Section 7.3(vi)(1) and (37.3(vi), there are no liens Liens against the COMPANY's 'S real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a book value in excess of $2,500 either (i) as of the Balance Sheet Date and or (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,50020,000 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's SubsidiariesSubsidiaries with respect to the real property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 3.14 sets forth an accurate -------------------------- ------------- list (Schedule 5.14) of (x) all real property owned or leased by the Company or any Subsidiary (collectively, the "Real Property"), and all personal property included (or that will be included) in "property and equipment" on the balance sheet of the COMPANY, (y) Interim Balance Sheet and all other real and personal property of owned or leased by the COMPANY (including the COMPANY's Subsidiaries) Company or Subsidiary with a value in excess of $2,500 2,000, and each piece's original purchase price, depreciated value for book and tax purposes and current book value (ia) as of the Balance Sheet Date and (iib) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the each case of (z) true, complete and correct copies of leases for material equipment and all such leases real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the business of the Company and the Subsidiaries and also including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS or business or personal affiliates of the COMPANY or STOCKHOLDERSCompany. Except as shown on Schedule 5.14, all All of the trucks and other material machinery and equipment of the COMPANY Company and the COMPANY's Subsidiaries listed on Schedule 5.14 3.14 are in ------------- good working order and condition, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 3.14 are in full force and effect and constitute valid and ------------- binding agreements on of the COMPANY (Company or a COMPANY Subsidiarythe Subsidiary and, as applicable), and to the knowledge of the COMPANYCompany, constitute valid and binding agreements on the other parties thereto (and their successors) thereto enforceable in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries Company or any Subsidiary that are material to the operation of their respective businesses business are either owned by the COMPANY Company or the COMPANY's Subsidiaries Subsidiary or leased under an agreement indicated listed on Schedule 5.143.14. ------------- Schedule 5.14 shall, 3.14 includes without limitation, contain limitation true, complete and correct copies of ------------- all title reports and title insurance policies received or owned by the COMPANY Company or the COMPANY's Subsidiariesany subsidiary that are still in effect. The COMPANY has Schedule 3.14 also provided in Schedule 5.14 includes a ------------- summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of or any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any management of the COMPANY's Subsidiaries) Company has made any material expenditure in the two-year period prior to the date of the Agreement in excess of $10,000this Agreement, or which if pursued by the COMPANY (Company or such Subsidiary) any Subsidiary would require additional material expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiescapital.

Real and Personal Property. The COMPANY has delivered to URSI Attached hereto as Schedule 6.16 is an accurate list (Schedule 5.14) list, including substantially complete descriptions as of (x) the Audited Balance Sheet Date, of all the real and personal property included (or that will be included) on which in the balance sheet case of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value had an original cost in excess of $2,500 25,000) owned or leased by the Partnership (i) as of including the Balance Sheet Date and (ii) acquired since Subsidiaries), where the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY Partnership or any of its subsidiaries Subsidiary is a party involving real lessee or personal property having a value in excess of $2,500sublessee, including in the case of (z) true, complete true and correct copies of all such leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Partnership (including the Subsidiaries) and including in cases (x), (y) and (z) an indication as to which real and personal property is currently ownedassets were formerly owned by any Partner or affiliate (which term, or was formerly ownedas used herein, by STOCKHOLDERS or business or personal affiliates shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the COMPANY or STOCKHOLDERSPartnership. Except as shown set forth on Schedule 5.146.16, all of the trucks Partnership's buildings, leasehold improvements, structures, facilities, equipment and other material machinery items of tangible property and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 assets are in good working order operating condition and conditionrepair, ordinary subject to normal wear and tear exceptedmaintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 5.14 are in full force 6.16 have been duly authorized, executed and effect delivered and constitute the legal, valid and binding agreements on obligations of the COMPANY Partnership (or a COMPANY Subsidiarythe Subsidiaries) and, as applicable), and to the knowledge of the COMPANYPartners, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding agreements on the obligations of such other parties thereto (and their successors) thereto in accordance with their respective termsparties. All fixed assets used by the COMPANY and Partnership (including the COMPANY's Subsidiaries that are material to Subsidiaries) in the operation of their respective businesses its business are either owned by the COMPANY Partnership (or the COMPANY's Subsidiaries Subsidiaries) or leased under an agreement indicated set forth on Schedule 5.146.16. Schedule 5.14 shall, without limitation, contain true, complete The Partnership and correct the Partners have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or owned held by the COMPANY or Partnership (including the COMPANY's Subsidiaries). The COMPANY has also provided in Partnership and the Partners have indicated on Schedule 5.14 6.16 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect business to which management of the COMPANY Partnership (or any of the COMPANY's Subsidiaries) has made devoted any significant effort or expenditure in the two-year period prior to the date of the this Agreement in excess of $10,000which, or which if pursued by the COMPANY Partnership (or such Subsidiarythe Subsidiaries) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiessignificant efforts or capital.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an accurate -------------------------- list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet DateSheet, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,5002,500 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain contains true, complete and correct copies of all title reports received or owned by the COMPANY and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI Attached hereto as Schedule 6.16 is an accurate list (Schedule 5.14) list, including substantially complete descriptions as of (x) the Audited Balance Sheet Date, of all the real and personal property included (or that will be included) on which in the balance sheet case of the COMPANY, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value had an original cost in excess of $2,500 25,000) owned or leased by the Partnership (iincluding its Partnership Subsidiaries) as of where the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY Partnership or any of its subsidiaries Subsidiary is a party involving real lessee or personal property having a value in excess of $2,500sublessee, including in the case of (z) true, complete true and correct copies of all such leases for equipment and properties on which are situated buildings, warehouses and other structures used in the operation of the business of the Partnership (including its Partnership Subsidiaries) and including in cases (x), (y) and (z) an indication as to which real and personal property is currently ownedassets were formerly owned by any Partner or affiliate (which term, or was formerly ownedas used herein, by STOCKHOLDERS or business or personal affiliates shall have the meaning ascribed thereto in Rule 144(a)(1) promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of the COMPANY or STOCKHOLDERSPartnership. Except as shown set forth on Schedule 5.146.16, all of the trucks Partnership's buildings, leasehold improvements, structures, facilities, equipment and other material machinery items of tangible property and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 assets are in good working order operating condition and conditionrepair, ordinary subject to normal wear and tear exceptedmaintenance, are usable in the regular and ordinary course of business and conform to all applicable laws, ordinances, codes, rules and regulations, and Authorizations relating to their construction, use and operation. All leases set forth on Schedule 5.14 are in full force 6.16 have been duly authorized, executed and effect delivered and constitute the legal, valid and binding agreements on obligations of the COMPANY Partnership (or a COMPANY Subsidiaryits Partnership Subsidiaries) and, as applicable), and to the knowledge of the COMPANYPartners, no other party to any such lease is in default thereunder and such leases constitute the legal, valid and binding agreements on the obligations of such other parties thereto (and their successors) thereto in accordance with their respective termsparties. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to Partnership (including its Partnership Subsidiaries) in the operation of their respective businesses its business are either owned by the COMPANY Partnership (or the COMPANY's Subsidiaries its Partnership Subsidiaries) or leased under an agreement indicated set forth on Schedule 5.146.16. Schedule 5.14 shall, without limitation, contain true, complete The Partnership and correct the Partners have heretofore delivered to UniCapital copies of all title reports and title insurance policies received or owned held by the COMPANY or the COMPANY's Partnership (including its Partnership Subsidiaries). The COMPANY has also provided in Partnership and the Partners have indicated on Schedule 5.14 6.16 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect business to which management of the COMPANY Partnership (or any of the COMPANY's its Partnership Subsidiaries) has made devoted any significant effort or expenditure in the two-year period prior to the date of the this Agreement in excess of $10,000which, or which if pursued by the COMPANY Partnership (or such Subsidiaryits Partnership Subsidiaries) would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiessignificant efforts or capital.

Real and Personal Property. The COMPANY has delivered to URSI Schedule 5.14 hereto contains an -------------------------- accurate list (Schedule 5.14) of (x) all real and personal property included (or that will be included) on the balance sheet of the COMPANYDecember 31, 1998 COMPANY Balance Sheet, (y) all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) with a value in excess of $2,500 50,000 (i) as of the Balance Sheet Date and (ii) acquired since the Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,50050,000 ("Material Leases"), including in the case of (z) true, complete and correct copies of all such leases Material Leases, and including in cases (x), (y) and (z) an indication as to which real and personal property is currently owned, or was formerly owned, by the STOCKHOLDERS or business or personal affiliates of the COMPANY or the STOCKHOLDERS. Except as shown on Schedule 5.14, all of the trucks and other material All machinery and equipment of the COMPANY and the COMPANY's Subsidiaries listed on Schedule 5.14 are is in good working order and condition, ordinary wear and tear excepted, except (i) as disclosed in Schedule 5.14 or (ii) where the cumulative effect of all failures to be in good working order and condition would not have a Material Adverse Effect. All leases set forth on Schedule 5.14 Material Leases are in full force and effect and constitute valid and binding agreements on of the COMPANY (or a COMPANY Subsidiary, as applicable), and to the knowledge of the COMPANY, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries that are material to the operation of their respective businesses are either owned by the COMPANY or the COMPANY's Subsidiaries or leased under an agreement indicated set forth on Schedule 5.14. Schedule 5.14 shall, without limitation, contain The Company has provided to HDS true, complete and correct copies of all Material Leases and all title reports and title insurance policies received or owned by the COMPANY or with respect to the COMPANY's Subsidiariesreal property listed on Schedule 5.14. The COMPANY has also provided in Schedule 5.14 a summary description of all plans or projects which have been memorialized in any written or electronic document or file and involves that involve the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing businessbusinesses, with respect to which the COMPANY (or any of the COMPANY's Subsidiaries) has made any expenditure in the two-year period prior to the date of the Agreement in excess of $10,00050,000, or which if pursued by the COMPANY (or such Subsidiary) would require additional expenditures of capital in excess of $10,00050,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's real and personal properties.

Real and Personal Property. The COMPANY has delivered to URSI (a) SCHEDULE A.1.15(a) hereto sets forth an accurate list (Schedule 5.14) of (x) all owned and leased real and property, all personal property included (or that will be included) in "depreciable plant, property and equipment" on the balance sheet of the COMPANY, (y) Holdings May Balance Sheet and all other real and personal property of the COMPANY (including the COMPANY's Subsidiaries) owned or leased by Holdings with a value in excess of $2,500 25,000 (i) as of the Holdings Balance Sheet Date and (ii) acquired since the Holdings Balance Sheet Date, and (z) all leases for real and personal property to which the COMPANY or any of its subsidiaries is a party involving real or personal property having a value in excess of $2,500, including in the each case of (z) true, complete and correct copies of leases for material equipment and all such leases real properties on which are situated buildings, warehouses, workshops, garages and other structures used in the operation of the business of Holdings and also including in cases (x), (y) and (z) an indication as to which real and personal property is assets are currently owned, or was were formerly owned, by STOCKHOLDERS the Stockholders or any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Holdings ("Affiliates"). All fixed assets used by Holdings that are material to the operation of its business are either owned by Holdings or leased under an agreement which is listed on SCHEDULE A.1.15(a). (b) SCHEDULE A.1.15(b) hereto sets forth an accurate list of all owned and leased real property, all personal property included in "depreciable plant, property and equipment" on the CheMatch May Balance Sheet and all other personal property owned or leased by CheMatch with a value in excess of $25,000 (i) as of the Holdings Balance Sheet Date and (ii) acquired since the Holdings Balance Sheet Date, including in each case true, complete and correct copies of leases for material equipment and all real properties on which are situated buildings, warehouses, offices and other structures used in the operation of the business of CheMatch and also including an indication as to which assets are currently owned, or were formerly owned, by the Stockholders or business or personal affiliates Affiliates of CheMatch or the COMPANY or STOCKHOLDERSStockholders. Except as shown otherwise set forth on Schedule 5.14SCHEDULE A.1.15(b), all of the trucks and other material machinery and equipment of the COMPANY and the COMPANY's Subsidiaries Holdings listed on Schedule 5.14 SCHEDULE A.1.15(b) are in good working order and condition, and fit for the purposes for which they were intended, ordinary wear and tear excepted. All leases set forth on Schedule 5.14 SCHEDULE A.1.15(b) are in full force and effect and constitute valid and binding agreements on the COMPANY (or a COMPANY Subsidiaryof Holdings and, as applicable), and to the knowledge of the COMPANYHoldings, constitute valid and binding agreements on the other parties thereto (and their successors) thereto in accordance with their respective terms. All fixed assets used by the COMPANY and the COMPANY's Subsidiaries Holdings that are material to the operation of their respective businesses its business are either owned by the COMPANY or the COMPANY's Subsidiaries Holdings or leased under an agreement indicated which is listed on Schedule 5.14SCHEDULE A.1.15(b), other than the DeWi▇▇ ▇▇▇iness Assets to be conveyed pursuant to the Stock Repurchase Transactions none of which will CheMatch or Holdings, after the Effective Time, have any ownership, leasehold or other right or interest in or to except as contemplated by the Sharing and Related Agreement between New DeWi▇▇ ▇▇▇ CheMatch. Schedule 5.14 shall, SCHEDULE A.1.15(b) includes without limitation, contain limitation true, complete and correct copies of all title reports and title insurance policies received or owned by the COMPANY or the COMPANY's Subsidiariesin effect. The COMPANY CheMatch has also provided in Schedule 5.14 a summary description of all no plans or projects which have been memorialized in any written or electronic document or file and involves involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the COMPANY (or any management of the COMPANY's Subsidiaries) CheMatch has made any material expenditure in the two-year period prior to the date of the Agreement in excess of $10,000this Agreement, or which if pursued by the COMPANY (or such Subsidiary) CheMatch, would require additional expenditures of capital in excess of $10,000. Except as set forth on Schedule 5.14 and except for liens excepted in Section 7.3(vi)(1) and (3), there are no liens against the COMPANY's propertiescapital.