Common use of Tangible Personal Property Clause in Contracts

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each Section 4.13(a) of the leases Company Disclosure Schedule sets forth each lease of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 50,000 relating to personal property used in the business of Subject Company the Company, the Purchased Companies and its their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of the Company, the Purchased Companies and their Subsidiaries has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject Company the Company, the Purchased Companies or its any of their Subsidiaries or, to the knowledge Knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of The Company, the Subject Company Disclosure Schedule, each of Subject Company Purchased Companies and its their Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof Balance Sheet Date in the ordinary course Ordinary Course of business consistent with past practice)Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentExceptions. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject Company the Company, the Purchased Companies and its their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Section 4.13(a) of the Company Disclosure Schedule sets forth each lease of personal property (“Personal Property Leases”) involving annual payments in excess of $50,000 relating to personal property used in the business of the Company, the Purchased Companies and their Subsidiaries or to which any of the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries is bound other than those leases of personal property made after the date hereof as permitted by or in compliance with Section 6.2. The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (b) Each of Subject Company the Company, the Purchased Companies and its their Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject Company the Company, the Purchased Companies or its any of their Subsidiaries or, to the knowledge Knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of The Company, the Subject Company Disclosure Schedule, each of Subject Company Purchased Companies and its their Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof Balance Sheet Date in the ordinary course Ordinary Course of business consistent with past practice)Business) or acquired after the Balance Sheet Date, free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentExceptions. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject Company the Company, the Purchased Companies and its their Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each SCHEDULE 3.8A lists each item of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of tangible personal property ("Subject Company Personal Property Leases"other than inventory) involving annual payments owned by TBS having an initial purchase price in excess of $25,000 relating 10,000. SCHEDULE 3.8B lists each item of tangible personal property leased by TBS (other than pursuant to individual leases having an annual rental of less than $5,000 or which are terminable by TBS within ninety (90) days of the date hereof without penalty) and each item of personal property having a value of $5,000 or more used by TBS and owned or leased by any individual, partnership, proprietorship, corporation, limited liability company, joint venture, trust, or other similar entity or governmental agency or court (a "Person") providing services to TBS (collectively, the "Tangible Personal Property"). The Tangible Personal Property, together with other tangible personal property owned or used by TBS and owned by Persons providing services to TBS constitutes substantially all of the tangible personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 operation of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease Business of TBS and constitutes substantially all tangible personal property necessary to conduct the Business of TBS as presently conducted by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) it. Except as set forth on Section 4.19 of SCHEDULE 3.8C, (i) the Subject Company Disclosure ScheduleTangible Personal Property owned by TBS and all other personal property, each of Subject Company and its Subsidiaries has whether tangible or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)intangible, owned by TBS is free and clear of any and all Liens other than Liens, and (ii) all the Permitted Liens Tangible Personal Property is located at the Real Property and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of there is no material tangible personal property that, individually located at the Real Property which is not owned or leased by TBS. The Tangible Personal Property is in the aggregate, are all material to the operation of the business of Subject Company and its Subsidiaries are respects in good condition and in a state of good maintenance and repair (AGREEMENT AND PLAN OF REORGANIZATION PAGE 15 working order, ordinary wear and tear excepted) . All the material Tangible Personal Property has been maintained in all material respects in accordance with the past practice of TBS and are fit for generally accepted industry practice. All leased Tangible Personal Property of TBS is in all material respects in the purposes used. (c) All condition required of such property by the terms of the items lease applicable thereto during the term of tangible personal property used by Subject Company the lease and its Subsidiaries under upon the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedexpiration thereof.

Tangible Personal Property. (a) Each of Subject The Company and its Subsidiaries has a valid leasehold interest under each of the Disclosure Schedules set forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Company Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries has a valid leasehold interest under each of the Company Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject the Company or any of its Subsidiaries or, to the best knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject The Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens Liens, other than as set forth in the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentCompany Disclosure Schedules. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (cd) All of the items of tangible personal property used by Subject the Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used.

Tangible Personal Property. (a) Each of Subject Company Seller and its the Subsidiaries has a valid leasehold interest under each have good and marketable title to all of the items of tangible personal property reflected on the Final Balance Sheet that relate to the Business or the Purchased Assets (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Section 5.10 of the Disclosure Memorandum sets forth all leases of personal property ("Subject Company “Personal Property Leases"”) involving annual payments in excess of $25,000 10,000 relating to personal property that is located at a Seller Property and used by Seller or any of the Subsidiaries in the business Business or by which any of Subject Company the Purchased Assets are bound. All of the items of personal property under the Personal Property Leases are in good condition and its repair and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) Seller and the Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there Personal Property Leases is in full force and effect. There is no default under any Subject Company Personal Property Lease by Subject Company the Seller or its any of the Subsidiaries or, to the knowledge Knowledge of Subject CompanyParent and Knowledge of Seller, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 . No party to any of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the Schedule 3.12(a) sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 10,000 relating to personal property used in the business of Subject the Company, including its Subsidiaries, or to which the Company, including its Subsidiaries, is a party or by which the properties or assets of the Company and or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to Jaguar true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company (directly or through its Subsidiaries) has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject the Company or (including its Subsidiaries Subsidiaries) or, to the best knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of the Subject The Company Disclosure Schedule, each of Subject Company and (directly or through its Subsidiaries Subsidiaries) has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Unaudited Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentExceptions. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (cd) All of the items of tangible personal property used by Subject the Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company has good and its Subsidiaries has a valid leasehold interest under each marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are reasonably suitable for the purposes currently used by the Company in all material respects. (b) Schedule 5.13(b) sets forth all leases of personal property ("Subject Company “Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of Subject the Company or to which the Company is a party or by which the properties or assets of the Company are bound. All of the items of personal property under the Personal Property Leases are in good condition and its Subsidiaries repair (ordinary wear and tear excepted) and are reasonably suitable for the purposes currently used by the Company in all material respects, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Member has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there Personal Property Leases is in full force and effect. There is no default under any Subject Company Personal Property Lease by Subject the Company or its Subsidiaries or, to the knowledge Knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 . No party to any of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the Schedule 4.13 sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and the Purchaser or any of its Subsidiaries or to which the Purchaser or any of its Subsidiaries is a party or by which the properties or assets of the Purchaser or any of its Subsidiaries is bound. The Purchaser has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Purchaser and each of its Subsidiaries have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject Company the Purchaser or any of its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company The Purchaser and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations Liens, except those which are would not delinquenthave a Material Adverse Effect. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject Company the Purchaser and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (cd) All of the items of tangible personal property used by Subject Company the Purchaser and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the Schedule 4.13(a) sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Sellers have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) The Company and each of its Subsidiaries have a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject the Company or any of its Subsidiaries or, to the best knowledge of Subject Companythe Sellers, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (bc) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject The Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens Liens, other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentas set forth on Schedule 4.13. All such items of tangible personal property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (cd) All of the items of tangible personal property used by Subject the Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company and its the Subsidiaries has a valid leasehold interest under each have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.16(b) of the Disclosure Schedule sets forth all leases of personal property ("Subject Company “Personal Property Leases"”) involving annual payments in excess of $25,000 50,000 relating to personal property used in the business Business or to which the Company or any of Subject the Subsidiaries is a party or by which the properties or assets of the Company or any of the Subsidiaries is bound, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Sellers have delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company and its each of the Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or its Subsidiaries or, to the knowledge given any written notice of Subject Company, by any other party thereto, and no default or event has occurred which, that with the notice or lapse of time time, or the giving of notice or both both, would constitute a default thereunderby the Company or any of the Subsidiaries under any of the Personal Property Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Personal Property Leases has exercised any termination rights with respect thereto. (bd) Except as set forth on Section 4.19 Schedule 5.16(d) of the Subject Company Disclosure ScheduleSchedule comprises a complete and accurate record of the plant, each of Subject machinery, vehicles and equipment owned or used by the Company and its the Subsidiaries has or with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will have be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the asset transfer and sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)such assets, free and clear of any and all Liens (other than Permitted Exceptions and subject to repayment of the Permitted Liens Bank Debt), and other than there is no agreement or commitment to create a Lien in relation to such assets in favour of any mechanic liens with respect Person, and no claim has been made by any Person to invoices be entitled to any. For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and the Subsidiaries (including such assets transferred and sold to the Subsidiaries of the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or obligations which are not delinquent. All such items of tangible personal property that, individually or held for use in the aggregate, Business and are material sufficient for the Purchaser to conduct the operation of Business from and after the business of Subject Company and its Subsidiaries are in good condition Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedBusiness. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company and its Subsidiaries has a valid leasehold interest under each have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.13 sets forth all leases of personal property ("Subject Company “Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of Subject the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company and each of its Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there Personal Property Leases is in full force and effect. There is no default under any Subject Company Personal Property Lease by Subject the Company or any of its Subsidiaries or, to the knowledge Knowledge of Subject Companythe Company or the Sellers, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 . No party to any of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Each The Company or a Subsidiary has good title to all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (collectively, the "Tangible Personal Property") owned by the Company or a Subsidiary, free and clear of Subject any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property currently owned or used by the Company or a Subsidiary as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the Company's or a Subsidiary's place of business and are owned outright, or validly leased by the Company or a Subsidiary. Except as set forth on Schedule 3.8(a) hereto, the owned and leased Tangible Personal Property consists of all tangible personal property necessary for the operation of the business of the Company and its Subsidiaries has as currently conducted or as currently contemplated to be conducted. (b) Schedule 3.8(b) hereto sets forth a valid leasehold interest under each complete and correct list of all material Tangible Personal Property leases to which the Company or a Subsidiary is a party, together with a brief description of the leases property leased. The Company has made available to Holding complete and correct copies of personal property each lease ("Subject Company Personal Property Leases"and any amendments thereto) involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, listed on Schedule 3.8(b). Except as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule 3.8(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been obtainedpaid, there is no default under and neither the Company nor any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, Subsidiary nor (to the knowledge of Subject Company, by the Management Shareholders) any other party theretois in default under any such lease, and no event has occurred whichwhich constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. by the Company or a Subsidiary or (b) Except as set forth on Section 4.19 to the knowledge of the Subject Company Disclosure Schedule, each of Subject Company Management Shareholders) any other party under such lease; and its Subsidiaries has or will have good and marketable title (iii) to all the knowledge of the items of tangible personal property reflected in Management Shareholders, there are no defaults alleged against the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of a Subsidiary by any and all Liens other than the Permitted Liens and other than any mechanic liens party with respect to invoices or obligations which are not delinquent. All any such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedlease. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company and its the Subsidiaries has a valid leasehold interest under each have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the Business are in satisfactory condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.16(b) of the Disclosure Schedule sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 50,000 relating to personal property used in the business Business or to which the Company or any of Subject the Subsidiaries is a party or by which the properties or assets of the Company or any of the Subsidiaries is bound, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Sellers have delivered to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company and its each of the Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Leases is in full force and effect and neither the Company nor any of the Subsidiaries has received or its Subsidiaries or, to the knowledge given any written notice of Subject Company, by any other party thereto, and no default or event has occurred which, that with the notice or lapse of time time, or the giving of notice or both both, would constitute a default thereunderby the Company or any of the Subsidiaries under any of the Personal Property Leases and, to the Knowledge of Sellers, no other party is in default thereof, and no party to the Personal Property Leases has exercised any termination rights with respect thereto. (bd) Except as set forth on Section 4.19 Schedule 5.16(d) of the Subject Company Disclosure ScheduleSchedule comprises a complete and accurate record of the plant, each of Subject machinery, vehicles and equipment owned or used by the Company and its the Subsidiaries has or with a value in excess of $25,000. (e) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 3690656) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, all assets transferred and sold to the Subsidiaries pursuant to the transactions contemplated under the Pre-Sale Reorganisation will have be transferred and sold with full title guarantee with the benefit of the representations, warranties and undertakings contained in this Agreement. (f) All assets transferred and sold pursuant to the transactions contemplated under the Pre-Sale Reorganisation will be sold and purchased at fair market value. (g) Notwithstanding anything contained in the sale agreement between Matrix International Limited (registered number 0356189) and Matrix Engineering Limited (registered number 3690656) pursuant to the Pre-Sale Reorganisation, the asset transfer and sale transactions contemplated under the Pre-Sale Reorganisation will convey to the applicable Subsidiaries good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice)such assets, free and clear of any and all Liens (other than Permitted Exceptions and subject to repayment of the Permitted Liens Bank Debt), and other than there is no agreement or commitment to create a Lien in relation to such assets in favour of any mechanic liens with respect Person, and no claim has been made by any Person to invoices be entitled to any. For avoidance of doubt, following the consummation of the transactions contemplated under the Pre-Sale Reorganisation and as of the Closing Date, the assets of the Company and the Subsidiaries (including such assets transferred and sold to the Subsidiaries of the Group pursuant to the transactions contemplated under the Pre-Sale Reorganisation) shall constitute all of the assets used in or obligations which are not delinquent. All such items of tangible personal property that, individually or held for use in the aggregate, Business and are material sufficient for the Purchaser to conduct the operation of Business from and after the business of Subject Company and its Subsidiaries are in good condition Closing Date without interruption and in a state the Ordinary Course of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedBusiness. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in purported to be owned by the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), and its Subsidiaries free and clear of any and all Liens Liens, other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentExceptions. All such items of tangible personal property thatare, individually or in the aggregateall material respects, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes usedfor which they are owned, used or held for use. (cb) All Section 3.19(b) of the items Company Disclosure Schedule sets forth all leases of tangible personal property involving annual payments in excess of $25,000 relating to personal property used by Subject in the business of the Company and or any of the Subsidiaries or to which the Company or any of its Subsidiaries under is a party or by which the Subject properties or assets of the Company or any of its Subsidiaries is bound (“Personal Property Leases”). All items of personal property subject to the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes usedused or held for use, and such property is in all material respects in the condition required of such property by the terms of the Personal Property Lease applicable thereto during the term thereof. The Company has delivered to Parent true, correct and complete copies of all Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company and each of its applicable Subsidiaries has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee. Each of the Personal Property Leases is in full force and effect and neither the Company nor any Subsidiary thereof has received or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Subsidiary thereof under any of the Personal Property Leases. To the Knowledge of the Company, no other party is in default under any Personal Property Lease, and no party to any Personal Property Lease has exercised any termination rights with respect thereto. Neither the execution and delivery of this Agreement nor the consummation of the Transactions by themselves will result in any payment, penalty, breach or termination under any Personal Property Lease, and all such Personal Property Leases shall remain in full force and effect for the benefit of the Surviving Corporation and its applicable Subsidiaries immediately after the Effective Time.

Tangible Personal Property. (a) Each Schedule 4.11 contains a list of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of all material personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property that is either owned or leased by Seller or used or useful in the business of Subject Company Business, including, without limitation, any and its Subsidiaries under which it is a lesseeall equipment, subject to applicable bankruptcyvessels, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party theretomachinery, and no event all appurtenances, spare parts, and other related tangible personal property. Seller has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all owned personal property constituting Assets subject to no Encumbrances, Working Capital Liabilities, Taxes, or Indebtedness, and Seller is conveying to Buyer at Closing, good and marketable title to the Assets, in each case free and clear of all Encumbrances, Working Capital Liabilities, Taxes, and Indebtedness. All leases under which Seller leases any of the items personal property, which are set forth on Schedule 4.11, are in full force and effect and binding upon the parties thereto. None of tangible the parties to such leases is in breach of any of the provisions thereof (nor is there a basis therefor). All personal property reflected leases in effect with respect to the Business are included in the most recent balance sheet included within Assets and are, and upon consummation of the Subject Company Financial Statements transactions contemplated hereby, will be validly assigned and transferred to Buyer and will continue to be, in full force and effect and constitute and will constitute valid and legally binding agreements. Any required consents or acquired thereafter (except as sold notifications for assignment thereof are set forth on Schedule 4.11. The Assets are all either owned by or disposed of subsequent validly leased to Seller and to no other entity or Person, and at the date thereof in the ordinary course of business consistent with past practice), Closing Date are free and clear of any and all Liens other Encumbrances, Indebtedness, Taxes, Working Capital Liabilities, and Claims. Except as expressly set forth herein, all tangible personal property included in the Assets is being transferred by Seller to Buyer on an “AS IS WHERE IS BASIS,” with all faults and defects whatsoever. Other than the Permitted Liens representations and warranties made by Seller and Shareholder herein, neither makes any other than any mechanic liens with respect representations or warranties as to invoices condition, value or obligations which are not delinquent. All such items otherwise of tangible personal property thatand hereby disclaims all other representations and warranties with respect thereto, individually whether express or in the aggregateimplied, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.specifically disclaims THE IMPLIED WARRANTIES OF MERCHANTABILITY

Tangible Personal Property. (a) Each of Subject The Company and its the Acquired Subsidiaries has a valid leasehold interest under each have legal and beneficial title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and the Acquired Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) Schedule 5.13 sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 5,000 relating to personal property used in the business of Subject the Company or any of the Acquired Subsidiaries or to which the Company or any of the Acquired Subsidiaries is a party. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Seller or the Company has provided to Purchaser in the data room or delivered to Purchaser pursuant to Purchaser's request true, correct and materially complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto as of the date of such delivery. (c) The Company and its each of the Acquired Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Personal Property Leases is in full force and effect and neither the Company nor any Acquired Subsidiary has received or given any notice of any default or event that, to the Knowledge of Seller or the Company, with notice or lapse of time, or both, would constitute a default by the Company or any Acquired Subsidiary under any of the Personal Property Leases and, assuming that to the consents set forth on Section 4.4 Knowledge of Seller or the Subject Company, no other party is in material default thereof, and neither the Company Disclosure Schedule have been obtained, there is no default under or any Subject Company Acquired Subsidiary has exercised any termination rights with respect to a Personal Property Lease by Subject Company or its Subsidiaries or, to received notice of the knowledge exercise of Subject Company, any termination right by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute to a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedLease.

Tangible Personal Property. (a) Each of Subject The Company has good and its Subsidiaries has a valid leasehold interest under each marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business), free and clear of any and all Liens, other than the Permitted Exceptions. Schedule 5.13(a) sets forth an accurate and complete list of all fixed assets of the Company. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (b) All leases of personal property ("Subject Company “Personal Property Leases"”) involving annual payments in excess of $25,000 relating to personal property used in the business of Subject the Company or to which the Company is a party or by which the properties or assets of the Company are bound are in good condition and its Subsidiaries repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. The Shareholder has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) The Company has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 . Each of the Subject Company Disclosure Schedule have been obtained, there Personal Property Leases is in full force and effect. There is no default under any Subject Company Personal Property Lease by Subject the Company or its Subsidiaries or, to the knowledge Knowledge of Subject the Company, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 . No party to any of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedhas exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Each of Subject the Company and its Subsidiaries has a valid leasehold interest under each of the leases of good and marketable title to all machinery and equipment, tools, spare and maintenance parts, furniture, vehicles, and all other tangible personal property (collectively, the "Subject Tangible Personal Property") owned by the Company and its Subsidiaries, free and clear of any Liens, except as set forth on Schedule 4.9(a) and except for Permitted Liens. All items of Tangible Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property currently owned or used in by the business of Subject Company and its Subsidiaries under which it is a lesseeas of the date hereof are in good operating condition and repair in all material respects in light of their respective ages, subject to applicable bankruptcyordinary wear and tear excepted, insolvency, reorganization, moratorium are physically located at or about the Company's places of business and similar laws affecting creditors' rights are owned outright by the Company and remedies generally and subject, its Subsidiaries or validly leased except as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents otherwise set forth on Section 4.4 Schedule 4.9(a) and subject to Permitted Liens. The owned and leased Tangible Personal Property constitutes all tangible personal property necessary for the operation of the Subject business of the Company Disclosure Schedule have been obtained, there is no default under any Subject Company and its Subsidiaries as currently conducted or as currently contemplated to be conducted. None of the Tangible Personal Property Lease is subject to any agreement, arrangement, or understanding for its use by Subject any person other than the Company or its Subsidiaries. The maintenance and operation of the Tangible Personal Property complies in all material respects with all applicable Laws, ordinances, contractual commitments, and obligations. Except as set forth on Schedule 4.9(a), no item of Tangible Personal Property owned or used by the Company and its Subsidiaries oras of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. Schedule 4.9(a) sets forth a complete and correct fixed asset list of the Company and its Subsidiaries. (b) Schedule 4.9(b) sets forth a complete and correct list of all material Tangible Personal Property leases to which the Company or any of its Subsidiaries is a party, together with a brief description of the property leased. Each of the Company and its Subsidiaries has made available to Parent and MergerSub complete and correct copies of each lease (and any amendments thereto) listed on Schedule 4.9(b). Except as set forth on Schedule 4.9(b): (i) each such lease is in full force and effect; (ii) all lease payments due to the date hereof on any such lease have been paid, and neither the Company, any of its Subsidiaries, nor (to the knowledge of Subject the Company, by ) any other party theretois in material default under any such lease, and no event has occurred whichthat constitutes, or with the or without notice, lapse of time or the giving of notice time, or both would constitute constitute, a material default thereunder. by the Company or any of its Subsidiaries or (b) Except as set forth on Section 4.19 to the knowledge of the Subject Company) any other party under such lease; and (iii) there are no disputes or disagreements between the Company Disclosure Schedule, each or any of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected any other party in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear respect of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedlease. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (ai) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property Except ("Subject Company Personal Property Leases"A) involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, with respect to the knowledge Owned Real Property and the Leased Real Property (which are the subject of Subject Company, by any other party thereto, Section 2.2(k)) and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (bB) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as for assets sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practicesince the most recent consolidated balance sheet of the Seller included in the Financial Statements, the Seller, a DMS Company or a DMS Subsidiary owns all material tangible assets, including without limitation any bonds, stocks, mortgage loans or other investments that are carried on the books and records of the Insurance Subsidiaries (the "Investment Assets"), reflected on the most recent consolidated balance sheet of the Seller included in the Financial Statements as being owned by the Seller or any of its Subsidiaries, and all material tangible assets thereafter purchased or acquired by the Seller, a DMS Company or a DMS Subsidiary, free and clear of any Lien or Encumbrance, except for (v) Liens or Encumbrances that are listed or described in Section 2.2(j) of the Disclosure Schedule, (w) mechanics', carriers', workers', repairmen's liens or other Liens or Encumbrances arising or incurred in the ordinary course of business which do not materially detract from the value of such property or materially impair the use of the property subject thereto as presently used, (x) Liens or Encumbrances for Taxes, assessments and all other similar governmental charges which are not due and payable or which may thereafter be paid without penalty, and (y) other Liens other than or Encumbrances arising as a matter of Law, if any, which do not materially detract from the value of such property and do not materially impair the use of the property subject thereto as presently used. (The items referred to in clauses (v) through (y) of the immediately preceding sentence are referred to as "Permitted Liens Liens.") At the Closing, the Purchaser will acquire title to any tangible assets included in the Other Assets and the JCPIIG Assets, free and clear of any Lien or Encumbrance other than any mechanic liens with respect to invoices Lien or obligations which are not delinquent. All such items of tangible personal property that, individually or in Encumbrance created by the aggregate, are material to the operation of the business of Subject Company Purchaser and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedPermitted Liens. (cii) All The annual statements of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit each Insurance Subsidiary for the purposes usedyears ended December 31, 1999 and 2000 set forth, or will set forth, accurate and complete lists of all Investment Assets owned by such Insurance Subsidiary as of December 31, 1999 and 2000, respectively, together with the cost basis book or amortized value, as the case may be, of such Investment Assets as of December 31, 1999 and 2000, respectively to the extent that such annual statements include such lists of Investment Assets.

Tangible Personal Property. Schedule 4.12 sets forth all leases of personal property (a“Personal Property Leases”) Each involving annual payments in excess of Subject $20,000 relating to personal property used in the business of the Company or to which the Company is a party or by which the properties or assets of the Company is bound. The Company has provided to Purchaser true, correct and its Subsidiaries complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. The Company has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject the Company or its Subsidiaries or, to the knowledge of Subject the Company, by any other party thereto, and and, to the Company’s knowledge, no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 of the Subject . The Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course Ordinary Course of business consistent with past practiceBusiness), free and clear of any and all Liens other than the except Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentLiens. All such items of The material tangible personal property thatof the Company is structurally sound, individually in good operating condition and repair, and adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or in repairs except for ordinary, routine maintenance and repairs. The tangible personal property currently owned or leased by the aggregateCompany, together with all other properties and assets of the Company, are material sufficient for the continued conduct of the Company’s business immediately after the Closing in substantially the same manner as conducted prior to the operation Closing and, to the Company’s knowledge, constitute all of the rights, property and assets necessary to conduct the business of Subject the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedas currently conducted. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each Schedule 3.7(a) sets forth a true, correct and complete list or description of Subject Company all Equipment and its Subsidiaries all other tangible personal properties owned by Seller that are Purchased Assets (collectively the "Owned Tangible Personal Property"). Seller has good and marketable title to all Owned Tangible Personal Property, free and clear of any Liens of any kind or nature whatsoever, except as set forth on Schedule 3.7(a) hereto. (b) Schedule 3.7(b) hereto sets forth a valid leasehold interest under each true, correct and complete list or description of all Equipment and all other tangible personal properties leased by Seller that are Purchased Assets (the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that together with the consents Owned Tangible Personal Property, the "Tangible Personal Property"), together with a brief description of the property leased. Seller has made available to Purchaser complete and correct copies of each Personal Property Lease (and any amendments thereto) listed on Schedule 3.7(b). Except as set forth on Section 4.4 of the Subject Company Disclosure Schedule 3.7(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been obtainedpaid, there and neither Seller nor, to the Knowledge of Seller, any other party is no in default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party theretosuch lease, and no event has occurred whichwhich constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Scheduleby Seller or, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course Knowledge of business consistent with past practice)Seller, free any other party under such lease; and clear of (iii) there are no disputes or disagreements between Seller and any and all Liens other than the Permitted Liens and other than any mechanic liens party with respect to invoices or obligations which are not delinquent. All any such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedlease. (c) All of the items of Tangible Personal Property currently owned or used by Seller in the Business are in good operating condition and repair, subject to ordinary wear and maintenance, are physically located at or about Seller's place of business and are owned outright by Seller or validly leased. The owned and leased Tangible Personal Property consists of all tangible personal property necessary for the operation of the Business as currently conducted, other than the tangible personal property listed on Schedule 2.2(a). None of the Tangible Personal Property is subject to any agreement, arrangement or understanding for its use by any Person other than Seller, except as set forth on Schedule 3.7(b) with respect to the Personal Property Leases. The maintenance and operation of the Tangible Personal Property complies in all material respects with all Applicable Law. Except as set forth on Schedule 3.7(c), no item of Tangible Personal Property owned or used by Subject Company and its Subsidiaries under the Subject Company Seller is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of Tangible Personal Property Leases subject to any such agreement or arrangement, Schedule 3.7(c) sets forth a brief description of the property in question and the amount and repayment terms of the underlying obligation. (d) Except as set forth in Schedule 3.7(d), there are no gasses or other Hazardous Materials used in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes usedor with any Tangible Personal Property.

Tangible Personal Property. (a) Each of Subject The Company has good title to all machinery and its Subsidiaries has a valid leasehold interest under each of the leases of equipment, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property (collectively, the "Subject Company TANGIBLE PERSONAL PROPERTY") owned by the Company, free and clear of any Encumbrance of any kind or nature whatsoever, except for Permitted Liens. All material items of Tangible Personal Property Leases"currently owned or used by the Company as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted, are physically located at or about the places of business of the Company and are owned outright by the Company or validly leased. Except as set forth on SCHEDULE 3.8(A) hereto, the owned and leased Tangible Personal Property consists of all tangible personal property necessary for the operation of the business of the Company as currently conducted or as currently contemplated to be conducted. (b) SCHEDULE 3.8(B) hereto sets forth a complete and correct list of all Tangible Personal Property leases to which the Company is a party involving total annual payments in excess of $25,000 relating or for a term of more than one year, together with a brief description of the property leased. The Company has made available to personal property used in the business Buyer complete and correct copies of Subject Company each lease (and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, any amendments thereto) listed on SCHEDULE 3.8(B) hereto. Except as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule SCHEDULE 3.8(B): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been obtainedpaid, there is no default under any Subject and neither the Company Personal Property Lease by Subject Company or its Subsidiaries or, nor (to the knowledge of Subject the Company, by ) any other party theretois in material default under any such lease, and no event has occurred whichwhich constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a material default thereunder. by the Company or (b) Except as set forth on Section 4.19 to the knowledge of the Subject Company Disclosure Schedule, each of Subject Company Company) any other party under such lease; and its Subsidiaries has or will have good and marketable title (iii) to all the knowledge of the items of tangible personal property reflected in Company, there are no material defaults alleged against the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of by any and all Liens other than the Permitted Liens and other than any mechanic liens party with respect to invoices or obligations which are not delinquent. All any such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedlease. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on in Section 4.19 3.8 of the Subject Company Seller Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of material tangible personal property reflected of the Company, the Subsidiaries and the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) is structurally sound, in good operating condition and repair, normal wear and tear excepted, and is usable in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the regular and ordinary course of business consistent with past practice). Except as set forth in Section 3.8 of the Seller Disclosure Schedule, each of the Company, the Subsidiaries or the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) has good and marketable title to each item of its material tangible personal property (other than office equipment and vehicles subject to leases and Third Party Intellectual Property included in or with the material tangible personal property) free and clear of any and Encumbrance including all Liens other than such tangible personal property that they purport to own as reflected in the Permitted Liens Interim Statement of Selected Assets or that were thereafter acquired, except for property not material to the Business that was disposed of since the date of the Interim Statement of Selected Assets in the ordinary course of business. Except as set forth in Section 3.8 of the Seller Disclosure Schedule, neither the Company nor the Subsidiaries have received any written notice within the twelve (12) months prior to May 21, 2004 of a violation of any ordinances, regulations or building, zoning and other than any mechanic liens similar Laws with respect to invoices or obligations which are not delinquentsuch assets that would reasonably be expected to have a Material Adverse Effect. All such items of tangible personal property thatEXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.7(c), individually or in the aggregateNEITHER SELLER NOR THE COMPANY MAKES ANY REPRESENTATIONS OR WARRANTIES, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedEXPRESS OR IMPLIED, AS TO THE CONDITION OR FITNESS OF THE TANGIBLE PERSONAL PROPERTY OF THE COMPANY OR ANY OF THE SUBSIDIARIES AND HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject The Company has good and its Subsidiaries has a valid leasehold interest under each marketable title to all of the equipment, machinery, motor vehicles, inventories, supplies, furniture and fixtures and other tangible personal property owned by the Company, free and clear of any Encumbrance of any kind or nature whatsoever except as set forth in Schedule 3.8(a) and except for Permitted Liens. All items of equipment, machinery, vehicles, furniture, fixtures and other tangible personal property currently owned or used by the Company as of the date hereof are in good operating condition and repair, ordinary wear and tear excepted (except for defects or deficiencies which would not have a Material Adverse Effect), are physically located at or about the Company's place of business and are owned outright by the Company or validly leased under leases set forth in Schedule 3.8(b). None of such personal property is subject to any agreement, arrangement or understanding for its use by any person other than the Company. The maintenance and operation of such personal property complies with all applicable laws, regulations, ordinances, contractual commitments and obligations, except for such noncompliance as would not have a Material Adverse Effect. Except as set forth in Schedule 3.8(a), no item of tangible personal property owned or used by the Company as of the date hereof is subject to any conditional sale agreement, installment sale agreement or title retention or security agreement or arrangement of any kind. As to each item of personal property subject to any such agreement or arrangement, Schedule 3.8(a) sets forth a brief description of the property in question and the amount and repayment terms of the underlying obligation. Schedule 3.8(a) sets forth a complete and correct fixed asset list of the Company dated December 10, 1996. ("Subject Company Personal Property Leases"b) involving annual payments in excess Schedule 3.8(b) sets forth a complete and correct list and summary description of $25,000 relating to all material tangible personal property used leases to which the Company is a party, together with a brief description of the property leased. Prior to the date hereof, the Company has made available to Buyer complete and correct copies of each lease (and any amendments thereto) listed in Schedule 3.8(b). Except as set forth in Schedule 3.8(b): (i) each such lease is in full force and effect; (ii) all lease payments due to date on any such lease have been paid, and neither the business Company nor (to the best knowledge of Subject the Company and its Subsidiaries under which it Seller) any other party is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party theretosuch lease, and no event has occurred whichwhich constitutes, or with the lapse of time or the giving of notice or both would constitute constitute, a default thereunder. by the Company or (b) Except as set forth on Section 4.19 to the best knowledge of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has Seller) any other party under such lease; and (iii) there are no disputes or will have good disagreements between the Company and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens party with respect to invoices or obligations which are not delinquent. All any such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedlease. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes used.

Tangible Personal Property. (a) Each of Subject Except as set forth on Schedule 4.13(a), the Company and its Subsidiaries has a valid leasehold interest under each have good and marketable title to all of the items of tangible personal property reflected on the Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business consistent with past practice), free and clear of any and all Liens other than the Permitted Exceptions. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used. The Company owns all assets necessary to operate its business consistent with past practice. (b) Schedule 4.13(b) sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 10,000 relating to personal property used in the business of Subject the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which the properties or assets of the Company or any of its Subsidiaries is bound. The Company has delivered or otherwise made available to Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used. (c) The Company and each of its Subsidiaries have a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject the Company or any of its Subsidiaries or, to the knowledge of Subject Companythe Selling Stockholders, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 . No party to any Personal Property Lease has exercised any termination rights with respect thereto. Each of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases are is in good condition full force and repair (ordinary wear and tear excepted) and are fit for the purposes usedeffect.

Tangible Personal Property. (a) Each of Subject Company and its Subsidiaries has a valid leasehold interest under each SECTION 3.15 of the leases Disclosure Schedule lists each distinct group of machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, rolling stock and other tangible personal property (the "Subject Company Personal Property LeasesTANGIBLE PERSONAL PROPERTY") involving annual payments in excess of $25,000 relating to personal property used in the business Business or owned or leased by the Company. (b) The Company has delivered, or will deliver on or before the Purchaser s receipt of Subject the Disclosure Schedule, to the Purchaser correct and complete copies of all leases and subleases for Tangible Personal Property. With respect to each of such leases and subleases: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect and represents the entire agreement between the respective lessor and lessee with respect to such property; (ii) neither the Company nor any Shareholder has: (A) received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except in connection with a default of the Company thereunder, or (B) received any notice of a breach or default under such lease or sublease, which breach or default has not been cured; and (iii) neither the Company nor any Shareholder nor (to the knowledge of the Company and its Subsidiaries under which it the Shareholders) any other party to such lease or sublease, is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law breach or default in equity)any material respect, and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Companythe Company and the Shareholders, by any other party thereto, and no event has occurred whichthat, with the notice or lapse of time or the giving of notice or both would constitute such a breach or default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Scheduleor permit termination, each of Subject Company and its Subsidiaries has modification or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements acceleration under such lease or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquent. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes usedsublease. (c) The Company has the full right to exercise any renewal options contained in the leases and subleases pertaining to the Tangible Personal Property on the terms and conditions therein and upon due exercise would be entitled to enjoy the use of each item of leased Tangible Personal Property for the full term of such renewal options. (d) All of the items of tangible personal property used by Subject Company s assets and its Subsidiaries under the Subject Company properties constituting Tangible Personal Property Leases are in good and serviceable condition and repair (ordinary subject to normal wear and tear exceptedtear) and are fit suitable for the purposes useduses for which they are intended.

Tangible Personal Property. (a) Each of Subject Company Seller has good and its Subsidiaries has a valid leasehold interest under each marketable title to all of the items of tangible personal property used in the Business by Seller (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens, other than Permitted Exceptions. All such items of tangible personal property taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted) and are suitable for the purposes used, in each case in all materials respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. (b) Company Disclosure Schedule 5.10 sets forth all leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used by Seller in the business of Subject Company and its Subsidiaries under Business or to which it Seller is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles party or by which the properties or assets of equity (regardless of whether enforcement Seller is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, there is no default under any Subject Company Personal Property Lease by Subject Company or its Subsidiaries or, to the knowledge of Subject Company, by any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice or both would constitute a default thereunder. (b) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentbound. All such items of tangible personal property that, individually or in the aggregate, are material to the operation of the business of Subject Company and its Subsidiaries are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit for the purposes used. (c) All of the items of tangible personal property used by Subject Company and its Subsidiaries under the Subject Company Personal Property Leases taken as a whole are in reasonably good operating condition and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease, in each case, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Seller has delivered to the Parent true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (c) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) Seller has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee and (ii) each of the Personal Property Leases is in full force and effect and Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Personal Property Leases. To the Knowledge of Seller, no other party is in default under any of the Personal Property Leases, and no party to any of the Personal Property Leases has exercised any termination rights with respect thereto.

Tangible Personal Property. (a) Each Schedule 4.13 sets forth all leases of Subject Company personal or moveable property ("Personal Property Leases") relating to personal property used or useable in the operation of the Stores or the Business. National and the Shareholders have delivered or otherwise made available to the Purchaser true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. (b) National and each of its Subsidiaries has a valid leasehold interest under each of the leases of personal property ("Subject Company Personal Property Leases") involving annual payments in excess of $25,000 relating to personal property used in the business of Subject Company and its Subsidiaries Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, assuming that the consents set forth on Section 4.4 of the Subject Company Disclosure Schedule have been obtained, and there is no default under any Subject Company Personal Property Lease by Subject Company National or its any Subsidiaries or, to the best knowledge of Subject CompanyNational or any of the Shareholders, by any other party thereto, and no event has occurred which, that with the lapse of time or the giving of notice or both would constitute a default thereunder. Each of the items of tangible personal property having a value greater than C$1,000 used by National or any of its Subsidiaries under the Personal Property Leases is in good condition and repair (ordinary wear and tear excepted) and is suitable for the purposes used. (bc) Except as set forth on Section 4.19 of the Subject Company Disclosure Schedule, National and each of Subject Company and its Subsidiaries has or will have good and marketable title to all of the items of tangible personal or moveable property reflected in the most recent balance sheet included within the Subject Company Financial Statements or acquired thereafter its respective Balance Sheet (except as sold or disposed of subsequent to the date thereof in the ordinary course of business consistent with past practice), free and clear of any and all Liens other than the Permitted Liens and other than any mechanic liens with respect to invoices or obligations which are not delinquentExceptions. All such items of tangible personal or moveable property thatwhich, individually or in the aggregate, are material to the operation of the business of Subject Company Stores and its Subsidiaries the Business are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are fit suitable for the purposes used. (cd) All Each of National and the items of Subsidiaries owns (or leases from unaffiliated Persons) all tangible personal property used by Subject Company and necessary to conduct its Subsidiaries under respective business as conducted on the Subject Company Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are fit for the purposes useddate hereof.