Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available (A) the Assets that the Company purports to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Letter]Schedule. All material properties The Company is the sole owner and assets has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes not yet due, and (div) with respect Encumbrances pursuant to real property, the Pledge Agreement (ias defined below) minor imperfections of title, if any, none of which is substantial or the Facility Agreement and (v) Encumbrances incurred in amount, materially detracts from the value or impairs the use Ordinary Course of the property subject theretoBusiness, consistent with past practice, or impairs created by the operations express provisions of any Acquired Companythe Contracts, andeach of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. As of the Effective Date, the Acquired Company does not own (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Letter Schedule contains a complete and accurate list as of the Effective Date of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recordedA) by which Assets that the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating Company purports to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Companies since Company from the date of the Balance Sheet through the Effective Date (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Letter]Schedule. All material properties The Acquired Company is the sole owner and assets has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes not yet due, (iv) Encumbrances pursuant to the Pledge Agreement or the Facility Agreement and (dv) Encumbrances incurred in the Ordinary Course of Business, consistent with respect to real propertypast practice, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from or created by the value or impairs the use express provisions of the property subject theretoContracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or impairs have been put in the operations Ordinary Course of any Acquired Companythe Business and are in good working order, andordinary wear and tear excepted.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the each Acquired Companies Company acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the each Acquired Companies Company and relating to such property or interests.] The . Each Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the such Acquired Companies Company or reflected as owned in the books and records of the such Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the each Acquired Companies Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any each Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 Except as disclosed in Section 3.14 of the Company Disclosure Letter contains a complete Schedule, the Company and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies each of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestsCompany Subsidiaries has good, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case of real propertyto, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of the Acquired Assets except where the failure to have such good, valid and marketable title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) mortgages or security interests shown on Liens reflected in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsDate, (b) mortgages Liens consisting of zoning or security interests incurred in connection with planning restrictions, easements, permits and other restrictions or limitations on the purchase use of real property or assets after irregularities in title thereto, which do not materially impair the date value of such properties or the use of such properties by the Company or any of the Interim Balance Sheet (such mortgages and security interests being limited to Company Subsidiaries in the property or assets so acquired), with respect to which no default (or event that, with notice or lapse operation of time or both, would constitute a default) existsits respective business, (c) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedue and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) purchase money Liens incurred in the ordinary course of business, and (de) with respect materialmen’s, mechanics’, carriers’, workmens’, warehousemens’, repairmens’ and other like Liens arising in the ordinary course of business, or deposits to real propertyretain the release of such Liens (the foregoing Liens (a)-(e), (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use “Permitted Liens”). The Company and each of the property subject theretoCompany Subsidiaries is in compliance with the terms of all material leases of Acquired Assets to which it is a party. All such material leases are in full force and effect, or impairs and the operations Company and each of any the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. The Acquired Assets are sufficient to conduct the ADS Business as currently conducted as a division of the Company. The Company’s general ledger attached to the Contribution Agreement is complete and accurate in all material respects as of the date hereof and, andafter being updated between the date hereof and the Acceptance Date, will be complete and accurate in all material respects as of the Acceptance Date.

Title to Properties; Encumbrances. Part 3.6 Each of the Disclosure Letter contains a complete Company and accurate list of all real propertythe Company Subsidiaries has good, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]), including including, without limitation, all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and having an aggregate book value not in excess of $10,000 sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [), and all the properties and assets purchased by the Company and Company Subsidiaries since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-short term investments) are listed in Part 3.6 Section 3.10 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and the Interim Balance Sheet all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (ib) minor imperfections of title, if any, none of which is are substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of the Company or any Acquired CompanyCompany Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current taxes not yet due. The rights, andproperties and other assets presently owned, leased or licensed by the Company and/or the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have . a. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] b. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. . c. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, , (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (ciii) liens for current taxes not yet due, and and (div) with respect to real property, (iA) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (v) All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 Except as described in the following sentence, each of the Disclosure Letter contains a complete Company and accurate list of all real propertyits Subsidiaries has good, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case to, or a valid leasehold interest in, all of real property, subject only to the matters permitted by the following sentence) all the its material properties and assets (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]), including including, without limitation, all of the properties and assets reflected in the Balance Sheet consolidated balance sheet of the Company and its Subsidiaries as of August 31, 1996 included in the Interim Balance Sheet Company's Quarterly Report on Form 10-Q for the period ended on such date (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [practices since August 31, which subsequently purchased 19. None of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayLiens (whether absolute, building use restrictionsaccrued, exceptionscontingent or otherwise), variancesexcept (i) as specifically set forth in the Company SEC Reports; (ii) Liens for taxes, reservations, assessments or limitations of any nature exceptother governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by the Company or its Subsidiaries and have been duly reflected on their books and records and, with respect to all such properties reserves taken on or prior to August 31, 1996, the financial statements of the Company ("Proper Reserves"); (iii) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance as to which the Company and assetsits Subsidiaries are not in default; (iv) deposits or pledges to secure bids, tenders, contracts (a) mortgages or security interests shown on other than contracts for the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business of the Company or its Subsidiaries; (v) judgment Liens listed on Schedule 4.12 that have been stayed or bonded and mechanics', workmen's, materialmen's or other like liens with respect to obligations which no default are not due or which are being contested in good faith by the Company or its Subsidiaries and as to which they have taken Proper Reserves; and (or event thatvi) minor imperfections of title and encumbrances, with notice or lapse if any, which are not substantial in amount, do not materially detract from the value of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes subject thereto and do not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs impair the operations of any Acquired Company, andof the Company and its Subsidiaries.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recordeda) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable fee title in the case of real property, subject only to the matters permitted by the following sentence) Section 2.6(b)), all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 2.6 of the Disclosure Letter and personal property properties and assets sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property properties and assets acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business Business) up to and consistent with past practice) [including the Closing Date as reflected on the Closing Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) having an individual value in excess of $50,000.00 are listed in Part 3.6 2.6 of the Disclosure Letter]. All material . (b) Except as set forth in Part 2.6 of the Disclosure Letter, all properties and assets reflected in the Balance Sheet and the Interim Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any boundary disputes, rights of way, building easements, building, mining or other use restrictions, exceptions, variances, or reservations, (but, with respect to Canadian real property, such property is subject to reservations in the original or limitations any subsequent grant from the Crown), of any nature nature, except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or and as updated through Closing, as reflected on the Interim Closing Balance Sheet Sheet, as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (default, or event that, with notice or lapse of time or both, would is reasonably likely to constitute a default) default exists, (ciii) liens for current taxes and assessments not yet due, or in the case of real property due but not yet delinquent, and (div) with respect to real property, (ix) minor imperfections of titleeasements or restrictions which, if anyindividually or in the aggregate, none of which is substantial in amount, materially detracts from the value or impairs would not have a Material Adverse Effect on the use of such real property by the property subject theretoAcquired Company for the purposes for which it is intended, and (y) current zoning laws and other land use restrictions. (c) Part 2.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or impairs other interests in real property owned or leased by any Acquired Company. The Acquired Companies have already delivered or made available to Buyers copies of the operations recorded deeds by which the Acquired Companies acquired fee title to all such real property owned by the Acquired Companies and copies of fully executed leases pertaining to real property currently leased by the Acquired Companies. FCC and the Acquired Companies will deliver, prior to the Closing Date, copies of all title insurance policies, opinions, abstracts, permits, certificates, plans (including all reclamation plans), studies, investigations, reports and surveys in the possession of any Acquired Company or Seller and relating to the ownership, use or operation of such real property. (d) Except as set forth in Part 2.6 of the Disclosure Letter, no Acquired Company has received notice of a proposed general plan amendment, zone reclassification, modification, expiration or cancellation of any conditional use permit or other public land use action which would affect any part of the real property owned or leased by any Acquired Company. No current use of the real property owned or leased by any Acquired Company, andor any currently anticipated future use, conflicts with any present general plan or zoning classification or use permit which affects any part of such real property. All buildings, plants and structures owned by any of the Acquired Companies lie wholly within the legal boundaries of the real property owned by or leased by such Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. Except as set forth on Part 2.6 of the Disclosure Letter, no Acquired Company has received or been threatened with any notice or communication of any violation of any Legal Requirement pertaining to the real property owned or leased by any Acquired Company, including without limitation, environmental regulations affecting the Property. No commitment to or agreement with any Governmental Body exists which could affect such real property, including but not limited to any dedication agreement, operation restrictions, and formation of any special assessment or taxing district, except as disclosed in this Agreement. None of such real property is located in an area designated as (i) having special flood hazards on any official flood hazard map published by the United States Department of Housing and Urban Development (except as may pertain to possible 100 year flood plan status), or (ii) a wetland area on any official wetland inventory map published by the United States Department of the Interior, or similar state law. Each real property owned or leased by any Acquired Company has valid legal access to a public street or road and no restrictions exist pertaining to truck traffic to and from such real property except for general vehicular registrations governing speed and weight limits. The buildings and structures located on any real property owned, leased, or used by the Acquired Companies have not been insulated with a urea formaldehyde foam type installation.

Title to Properties; Encumbrances. Part 3.6 of the Primal Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Primal Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 The Company and each of the Disclosure Letter contains a complete and accurate list of all real propertyCompany Subsidiaries has good title to, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its tangible properties and assets except where the failure to have such good title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) mortgages Liens reflected in a consolidated balance sheet (or security interests shown on the notes thereto) as of the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsDate, (b) mortgages Liens consisting of zoning or security interests incurred in connection with planning restrictions, easements, permits, restrictions under any Environmental Permit and other restrictions or limitations on the purchase use of real property or assets after irregularities in title thereto, which do not materially impair the date value of such properties or the use of such property by the Company or any of the Interim Balance Sheet (such mortgages and security interests being limited to Company Subsidiaries in the property or assets so acquired), with respect to which no default (or event that, with notice or lapse operation of time or both, would constitute a default) existsits respective business, (c) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedue and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) Liens securing the Credit Agreement dated as of March 30, 2006, among World Airways, Inc. and North American Airlines, Inc., as borrowers, the Company and World Airways Parts Company, LLC, as guarantors, and Wachovia Bank, National Association, as agent and lender (the “Bank Facility”), and (de) with respect Liens which would not and would not reasonably be expected to real propertyhave, individually or in the aggregate, a Company Material Adverse Effect (i) minor imperfections of titlethe foregoing Liens (a)-(d), if any, none of which is substantial in amount, materially detracts from the value or impairs the use “Permitted Liens”). The Company and each of the property subject theretoCompany Subsidiaries, as applicable, is the lessee and is in compliance with the terms of all leases to which they are a party in respect of all tangible properties reflected in the Financial Statements or impairs that are material to the operations business on a consolidated basis, except for such noncompliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such leases are in full force and effect, and the Company and each of any Acquired Company, andthe Company Subsidiaries enjoys peaceful and undisturbed possession under all such leases.

Title to Properties; Encumbrances. Part 3.6 The Company and each of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with Company Subsidiaries has good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are notand, in the case of real property, subject to any rights valid and marketable title to, or, in the case of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) mortgages or security interests shown on Liens reflected in the consolidated balance sheet of the Company as of the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsDate, (b) mortgages Liens consisting of zoning or security interests incurred in connection with planning restrictions, easements, permits and other restrictions or limitations on the purchase use of real property or assets after irregularities in title thereto, which do not materially impair the date value of such properties or the use of such property by the Company or any of the Interim Balance Sheet (such mortgages and security interests being limited to Company Subsidiaries in the property or assets so acquired), with respect to which no default (or event that, with notice or lapse operation of time or both, would constitute a default) existsits respective business, (c) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedelinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, and (d) with respect inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to real propertyhave, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) minor imperfections defaults that are not material, (ii) defaults for which the grace or cure period has not expired and which are reasonably capable of titlecure during the cure period, if any, none of (iii) defaults which is substantial in amount, materially detracts from the value have been cured or impairs the use (iv) defaults listed on Schedule 3.14 of the property subject theretoCompany Disclosure Schedule. Except as disclosed on Schedule 3.14 or as has not had and would not reasonably be expected to have, individually or impairs in the operations aggregate, a Company Material Adverse Effect, all such material leases are in full force and effect, and the Company and each of any Acquired Company, andthe Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases.

Title to Properties; Encumbrances. Part 3.6 (a) None of the Acquired Companies owns any real property. Part 4.6 of the Parent Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned property leased by any Acquired CompanyCompany (the “Properties”). [Sellers have delivered or made available to Buyer copies of the deeds Except for rent and other instruments (as recorded) by charges, provisions for which have been included in the Closing Working Capital Statement, none of the Acquired Companies acquired such has any actual or contingent liability in respect of the Properties nor any real property and interestsproperties that were previously owned, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers occupied or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated used by the Acquired Companies or reflected has given any guarantee or indemnity for any liability relating to any real property. The Acquired Companies have no inventory as owned in such term is defined by UK GAAP. The Acquired Companies own all the books and records of the Acquired Companies], including all of the personal properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.16 of the Parent Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Business). All material properties and assets of the Acquired Companies (the cost of which is reflected in the Balance Sheet and Interim Financial Statements (as of the date of such statements)) are reflected on the Interim Balance Sheet and are free and clear of all Encumbrances (other than Permitted Encumbrances). The properties and are not, assets reflected in the case Interim Balance Sheet together with all assets validly leased by the Acquired Companies are sufficient in all material respects for the conduct of real property, subject to any rights the business of way, building use restrictions, exceptions, variances, reservations, or limitations the Acquired Companies as presently conducted. Except as set forth on Part 4.6 of any nature except, with respect to all such properties and assetsthe Parent Disclosure Schedule, (a) mortgages Parent does not own any interests in any of the properties or security interests shown on the Balance Sheet or assets reflected in the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, otherwise used by the Acquired Companies; and (b) mortgages the Acquired Companies do not receive any services, support, coverage or security interests incurred other assistance from Parent in connection with the purchase of property or assets after the date operation of the Interim Balance Sheet business of the Acquired Companies. (such mortgages b) None of the Acquired Companies have received any notice, order or proposal, and security interests being limited have no Knowledge of any, which adversely affect the value or use or enjoyment of any of the Properties or access to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse from any of time or both, would constitute a default) exists, them. (c) liens for current taxes not yet due, and The properties identified as Properties 1-4 (dinclusive) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use Part 4.6 of the property subject theretoParent Disclosure Schedule are not held on terms that would allow any landlord to change those terms, or impairs terminate the operations right of any the Acquired CompanyCompanies to hold those properties, andby reason of the Contemplated Transactions.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own ▇▇▇▇▇ owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the ▇▇▇▇▇ Balance Sheet and the ▇▇▇▇▇ Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies ▇▇▇▇▇ since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the ▇▇▇▇▇ Balance Sheet and the ▇▇▇▇▇ Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the ▇▇▇▇▇ Balance Sheet or the ▇▇▇▇▇ Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of ▇▇▇▇▇ or any Acquired Companyof its Subsidiaries, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by ▇▇▇▇▇ and its Subsidiaries lie wholly within the boundaries of the real property owned by ▇▇▇▇▇ and its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete correct street address and accurate list tax parcel identification number of all real propertytracts, leaseholdsparcels and subdivided lots included in the Real Property. (b) Part 3.6 of the Disclosure Letter contains a correct street address and tax parcel identification number of all tracts, or other interests therein owned by parcels and subdivided lots in which any Acquired CompanyCompany has a leasehold interest and an accurate description (by location, name of lessor, date of lease and term expiry date) of all leases of Real Property. (c) The Acquired Companies have provided the Buyer with true and correct copies of all existing title policies (the “Existing Policies”) related to the Real Property. (d) Except as set forth in Part 3.6 of the Disclosure Letter, the Acquired Companies have not subleased any Real Property. [Sellers have Clayco has delivered or made available to Buyer copies of the deeds and other any instruments (as recorded, if applicable) by which the Acquired Companies acquired such real property leaseholds and interests, interests and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property leaseholds or interests. True and complete copies of (A) all deeds and surveys of or pertaining to the Real Property and in the possession of the Acquired Companies and (B) all instruments, agreements and other documents listed in the Existing Policies or described in Part 3.6 of the Disclosure Letter have been delivered to the Buyer.] (e) The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or and as reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [practice and except for any Real Property that Acquired Companies have acquired in the Ordinary Course of Business by foreclosure or by deed in lieu thereof), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Company Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the material properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the April 4, 1999 Balance Sheet and the Interim Balance Sheet Past Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Company Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim April 4, 1999 Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the April 4, 1999 Balance Sheet (except for personal property acquired and sold since the date of the April 4, 1999 Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Company Disclosure Letter]Schedule. All material properties and assets reflected in the April 4, 1999 Balance Sheet and the Interim Balance Sheet Past Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim April 4, 1999 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim April 4, 1999 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real propertyThe Company has --------------------------------- good, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]), including including, without limitation, all of the properties and assets reflected in the Balance Sheet Sheet, and all the Interim Balance Sheet (except for properties and assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of purchased by the Disclosure Letter and personal property sold Company since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsinventory) are listed in Part 3.6 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and the Interim Balance Sheet all such properties and assets are free and clear of all Encumbrances mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (ib) minor imperfections of title, if any, none of which is are substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of any Acquired Companythe Company and which have arisen only in the ordinary course of business and consistent with past practice since the date of the Balance Sheet; and (c) liens for current taxes not yet due. The rights, andproperties and other assets presently owned, leased or licensed by the Company and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company to conduct its business in all material respects in the same manner as its business has been conducted prior to the date hereof.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or leaseholds and other interests therein in real property owned by any Acquired Company. [Sellers The Acquired Companies do not own a fee simple interest in any real property other than real estate acquired in connection with collection of loans held by the NorthStar Bank (which real estate is being held for sale). The Acquired Companies have not subleased any real property. NorthStar has delivered or made available to Buyer copies of the deeds and other any instruments (as recorded, if applicable) by which the Acquired Companies acquired such real property leaseholds and interests, interests and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property leaseholds or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or and as reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds leases and other instruments (as recorded, if applicable) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real propertyproperty leaseholds, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory inventory, supplies, equipment items not properly treated as capital assets and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material Material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) easements and minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet Financial Statements and the Interim Balance SheetFinancial Statements, as the case may be, in the Ordinary Course of Busine ssBusiness or as set forth in the Contemplated Transactions), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet Financial Statements in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Schedule 3.6. All material properties and assets reflected in the Balance Sheet Financial Statements and the Interim Balance Sheet Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet Financial Statements or the Interim Balance Sheet Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) default exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Statement contains a complete and accurate list of all real property, leaseholds, or other interests therein estate property and leaseholds owned by any Acquired Cinemex Company. [Sellers have delivered or made available to Buyer Buyers copies of the deeds and other instruments (as recorded) by which the Acquired Cinemex Companies acquired or leased such real estate property and other interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Cinemex Companies own (with good and marketable title under applicable law in the case of real estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal estate property, personal, personal property or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected own. Except as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed set forth in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance SheetStatement, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired owned by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Sellers are free and clear of all Encumbrances (other than assets having as of the Closing Date, individually or in the aggregate, a fair market value of $7’500,000 pesos or less and Permitted Encumbrances) and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsliens for current Taxes not yet due, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if anyEncumbrances, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Cinemex Company, andand (c) with respect to real estate property, zoning laws that do not impair the present or anticipated use of the property subject thereto (“Permitted Encumbrances”). All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or otherwise materially conflict with the property rights of any other Person. Part 3.6 of the Disclosure Statement also sets forth a list of the properties of each Cinemex Company in which as of the date hereof (i) construction works are being conducted on behalf of each such Cinemex Company for the development, maintenance or remodeling of a theatre (other than minor construction works carried-out in the Ordinary Course of Business), or (ii) each such Cinemex Company operates, directly or indirectly, a theatre.

Title to Properties; Encumbrances. Part 3.6 None of the Disclosure Letter Companies owns any fee simple interest in real estate or any options to acquire such interests. Schedule 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Companies, including the property, leaseholdsthe address, or other interests therein owned by any Acquired Companyand, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. [Sellers The Seller Parties and/or the Companies have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Acquired Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys interests in the possession of Sellers the Seller Parties or the Acquired Companies and relating to such property or interests.] . The Acquired copies of such leases delivered to Buyer contain all the agreements between a lessor and the applicable Company respecting the terms and conditions of such Company's lease of the premises subject to such lease agreements. Other than with respect to the Intellectual Property Assets which shall be subject to representations and warranties in Section 3.22, the Companies own (with hold good and marketable title in the case of real propertytitle, or leasehold title, as applicable, subject only to the matters permitted by the following sentence) sentence and otherwise herein, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located are presently used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired Companies]Business, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet 2002 Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, 2002 Financial Statements in the Ordinary Course of Busine ss), Business) and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet 2002 Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet 2002 Financial Statements in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]except as set forth on Schedule 3.16). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet 2002 Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet 2002 Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet 2002 Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and)

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 5.6 contains a complete and accurate list of all real propertyReal Property, leaseholdsLeased Real Property, or other interests therein in Real Property owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Except as recorded) by which the Acquired Companies acquired such real property and interestsset forth in Schedule 5.6, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 5.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired property, inventory and sold other assets acquired, sold, consumed or disposed of since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet duedue or which are contested in good faith by appropriate proceedings, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not materially impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by Company lie wholly within the boundaries of the real property owned by Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Acquiror Disclosure Letter contains a complete and accurate list of Schedule sets forth all real propertyproperty owned or leased by Acquiror and the Acquiror Subsidiaries (the "Acquiror Real Property"), leaseholds, or other interests therein indicating which facilities are owned by any Acquired Companyand which are leased. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Except as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys disclosed in the possession Acquiror Current Reports and as described in clause (ii) below: (i) each of Sellers or Acquiror and the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good Acquiror Subsidiaries has good, valid and marketable title in the case to, or a valid leasehold interest in, as applicable, all of real property, subject only to the matters permitted by the following sentence) all the its properties and assets (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books ), including, without limitation, all Acquiror Real Property and records of the Acquired Companies], including all of the other properties and assets reflected in the Balance Sheet consolidated balance sheet of Acquiror and the Interim Balance Sheet Acquiror Subsidiaries at June 30, 1998 included in the Acquiror Form 10-Q for the quarter ended June 30, 1998 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practicepractice since June 30, 1998) [, which subsequently purchased and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Acquiror Subsidiary and a joint venture entity in which Acquiror is a limited partner or a managing member (as identified in Section 3.21 of the Acquiror Disclosure Schedule) and easements and restrictions of record, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto and do not impair the operations of Acquiror and the Acquiror Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet without notice or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse passage of time or both, would constitute a defaultdefault under such lease) exists, (b) mortgages or security interests incurred which would have a Material Adverse Effect on Acquiror. Except as set forth in connection with the purchase of property or assets after the date Section 3.21 of the Interim Balance Sheet (Acquiror Disclosure Schedule, Acquiror and the Acquiror Subsidiaries have obtained owner's title insurance on all of the Acquiror Real Property owned by Acquiror or any Acquiror Subsidiary, in each case insuring good and marketable fee simple title to such mortgages and security interests being limited Acquiror Real Property, in an amount at least equal to the property or aggregate value of such Acquiror Real Property together with all improvements thereon. Except as would not cause a Material Adverse Effect on Acquiror, all of the properties and assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet dueAcquiror and the Acquiror Subsidiaries are in good operating condition and repair, and (d) with respect to real propertymaintenance thereon has not been deferred beyond industry standards, (i) minor imperfections of title, if any, none of and are suitable for the purposes for which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andthey are presently being used.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interestsinterests and such instruments are true, complete and accurate, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances Encumbrances; and the Company has good and marketable title thereto and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and,

Title to Properties; Encumbrances. Part 3.6 Flex owns its property and assets free and clear of Encumbrances, except such Encumbrances that arise in the Disclosure Letter Ordinary Course of Business and do not materially impair its ownership or use of such property or assets. SCHEDULE 5.6 attached hereto lists and describes all real property owned by M-Flex. SCHEDULE 5.6 attached hereto contains a complete and accurate list of all real propertyproperty leases, leaseholdssubleases, licenses, and use and occupancy agreements to which M-Flex is a party or which are used by M-Flex in the operation of its Business (collectively, "LEASES"). All such Leases are legal, valid, and binding obligations of M-Flex and are in full force and effect, and, following the Closing, such Leases will continue to be legal, valid, and binding obligations of M-Flex or of EntrePort and will be enforceable by either such party, if a party thereto. There are no disputes, defaults, oral agreements or forbearances in effect as to any such Leases. M-Flex is in compliance with all of the material terms and conditions of such Leases. M-Flex has, and, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 5.6 attached hereto, it or EntrePort will have, after the Closing (including with respect to any Lease of real property located outside the United States), good and valid title to the leasehold estate or other interests therein owned by interest created under its Lease, free and clear of all Encumbrances. Each such Lease grants, and will continue to grant after the Closing, subject to obtaining any Acquired Company. [Sellers have delivered or made available consents from the relevant lessor to Buyer copies the Transactions, as set forth in SCHEDULE 5.6 attached hereto, and to the normal expiration of such Lease at the end of its natural term (as unmodified since the date of this Agreement and without the occurrence of any acceleration thereof as a result of the deeds Transactions), M-Flex or EntrePort, as appropriate, the exclusive right to use the property that is the subject of such Lease free and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies clear of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Encumbrances. M-Flex owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangibleintangible and wherever located) that they purport it purports to own [located own. The assets of M-Flex set forth in "M-FLEX'S QUARTERLY BALANCE SHEET" (as at June 30, 2002) and the facilities properties owned or operated leased by the Acquired Companies or reflected M-Flex as owned in the books and records of the Acquired Companies], including date hereof and disclosed to the EntrePort Group are all of the assets and properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 conduct the Business of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, M-Flex as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which it is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andcurrently conducted.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyCoventry. [Sellers have Coventry has delivered or made available to Buyer the Shareholders and Members copies of the deeds and other instruments (as recorded) by which the Acquired Companies Coventry acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Coventry and relating to such property or interests.] The Acquired Companies own . Coventry owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Coventry or reflected as owned in the books and records of the Acquired Companies]Coventry, including all of the properties and assets reflected in the Balance Sheet and the Interim Coventry Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Coventry Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Coventry since the date of the Coventry Balance Sheet (except for personal property acquired and sold since the date of the Coventry Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Coventry Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Coventry Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Coventry Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanyCoventry, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the material properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, (d) liens imposed by law and incurred in the Ordinary Course of Business for obligations not yet due and payable to landlords, carriers, warehousemen, materialmen and the like, (e) unperfected purchase money security interests existing in the Ordinary Course of Business without the execution of a separate security agreement, and (df) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired Companyused in connection with the Business. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which Seller or one of the Acquired Companies acquired such real property and and/or interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own own, or will as of the Closing Date own, (with good and marketable title in the case of owned real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own [located are used in connection with the facilities owned or operated by the Acquired Companies Business, or reflected as owned in the books and records of the Acquired Companies]Companies or the Business, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases or operating leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired to be owned by the Acquired Companies or otherwise in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections any restrictions which have not been identified in documents of titleownership or title insurance. All buildings, if any, none of which is substantial plants and structures owned by the Acquired Companies or otherwise used in amount, materially detracts from connection with the value or impairs Business lie wholly within the use boundaries of the real property subject theretoowned by the Acquired Companies and to Seller’s Knowledge, do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 Schedule 2.6 accurately lists (a) the only parcel of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein property owned in fee by any Acquired Company. [Sellers have delivered Company (the "Owned Real Property"), and (b) all leasehold interests owned by or made available to Buyer copies of the deeds and any other instruments (as recorded) by which the Acquired Companies acquired such interests in real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in used by any Acquired Company (the possession of Sellers or the Acquired Companies and relating to such property or interests.] "Leased Real Property"). The Acquired Companies own (with good and marketable title in the case of real propertythe Owned Real Property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the Acquired Companies' books and records of the Acquired Companies]records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssCourse), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Course). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Owned Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (b) mortgages or security interests incurred in the Ordinary Course in connection with the purchase of property or assets in the Ordinary Course after the date of the Interim Balance Sheet (such these mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments (as recorded) by which the Acquired Companies Company occupies or acquired such real property and interestsinterests and such instruments are true, complete and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] accurate. The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) or lease all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or lease located in the facilities owned or operated by the Acquired Companies or Company and reflected as owned or leased in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andsubject

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete Rudy's has good, valid, marketable and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available indefeasible fee simple title to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realwhich it purports to own, personalincluding, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]without limitation, including all of the properties and assets reflected in the Unaudited Balance Sheet Sheet, and all the Interim Balance Sheet (except for properties and assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold purchased by Rudy's since the date of the Balance Sheet and the Interim Unaudited Balance Sheet, . Schedule 5. 10.1 hereto lists each and every parcel of real property owned in fee by Rudy's (such real property is referred to herein as the case may be, in the Ordinary Course of Busine ss"Owned Real Properties"), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties Properties and assets reflected in the Unaudited Balance Sheet and Sheet, including, without limitation, the Interim Balance Sheet Owned Real Properties, are free and clear of all Encumbrances title defects or objections, liens, mortgages, deeds of trust, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, subleases, rights of occupancy, deed restrictions, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, the Owned Real Properties subject to any rights of way, building use restrictions, exceptions, variances, reservations, variances or limitations reservations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Unaudited Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsmaterial defaults exist, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, covenants or restrictions, if any, none of which is are substantial in amountamount and which would not have a Material Adverse Effect, materially detracts from the value (c) zoning or impairs the land use ordinances which would not have a Material Adverse Effect and (d) liens for taxes not yet due and payable. Rudy's is in actual possession of the Owned Real Properties. To the knowledge of Rudy's, no portion of any of the improvements erected on the Owned Real Properties encroaches on adjoining property subject theretoor public streets and no portion of any of the Owned Real Properties is, or impairs has been, subjected to a special ad valorem tax valuation such that a change in ownership or use (whether now existing or in the operations of any Acquired Company, andfuture) has caused or will cause additional ad valorem taxes to be imposed upon the Owned Real Properties.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [The Company owns no real property. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by lease pursuant to which the Acquired Companies acquired Company leases such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] property. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 (a) The Acquired Companies do not own, and have not previously owned, any real property. Section 2.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, estate leasehold or other similar interests therein owned by any Acquired Company. [Sellers have delivered All current leases or made available to Buyer copies subleases of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property are in full force and interestseffect, are valid and effective in accordance with their respective terms, and copies there is not, under any of all title insurance policiessuch lease or sublease, opinionsany existing material default or event of default (or event which with notice or lapse of time, abstractsor both, and surveys in the possession of Sellers or would constitute a default) by the Acquired Companies and relating or, to the Knowledge of Quiksilver, by the other party to such property lease or interestssublease. Copies of such leases and subleases have been delivered, or made available, to Buyer. There is no pending or, to the Knowledge of Quiksilver, Threatened action that could reasonably be expected to interfere with the quiet enjoyment of any such lease or sublease by the Acquired Companies. No Acquired Company has been notified that it is in breach of any of its obligations under any lease or sublease. No Acquired Company has received any notice of violation or claimed violation of any applicable building, zoning, subdivision or other land use or similar Legal Requirement affecting any such lease or sublease.] (b) The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Interim Balance Sheet and the Interim Pro Forma Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Interim Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course ordinary course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]business). All material properties and material assets reflected in the Interim Balance Sheet and the Interim Pro Forma Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date Encumbrances. All of the Interim Balance Sheet tangible property of the Acquired Companies are (such mortgages i) in good operating condition, normal wear and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet duetear excepted, and (dii) with respect to real property, (i) minor imperfections of title, if any, none of suitable for the purposes for which it presently is substantial in amount, materially detracts from the value or impairs the use used. As of the property subject theretoClosing, there will be no patents, trademarks or impairs other tangible or intangible assets that have been or are currently used in the operations Business and that are owned by Quiksilver or an Affiliate of any Quiksilver other than the Acquired Company, andCompanies.

Title to Properties; Encumbrances. The Acquired Companies own no real estate. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real propertyown, subject only to the matters permitted by the following sentence) , all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsobligations or otherwise disclosed to the Buyer (the "Permitted Encumbrances"), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers and the Company have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed ). Except as set forth in Part 3.6 of the Disclosure Letter]. All , all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lies wholly within the boundaries of the real property owned by the Company and does not encroach upon the property of, or otherwise conflict with the property rights of, any other Person, and (e) other items, if any, in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (cC) liens for current taxes not yet due, and (d) with respect to real property, (iI) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part (a) Schedule 3.6 of the Disclosure Letter contains a complete and accurate list and legal description of all real property, leaseholds, or other interests therein property owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies the Company (the "Owned Real Property") and a complete and accurate list of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such each lease of real property and interests, and copies owned or used by the Company requiring the payment by the Company of all title insurance policies, opinions, abstracts, and surveys in $50,000 or more per year (the possession of Sellers or the Acquired Companies and relating to such property or interests.] "Leased Real Property"). The Acquired Companies own Company owns (with good and marketable title in the case of real property, property subject only to the matters permitted by the following sentencesentence and to matters set forth on Schedule 3.6) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim June Balance Sheet Sheet, or used in the Company's business except for the assets set forth on Schedule 2.6 as remaining with Guarantor or its Affiliates after Closing (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and or the Interim June Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ss), business) and all of the properties and such remaining assets purchased or otherwise acquired will be owned by the Acquired Companies since Company after the date of Closing or will be transferred to the Balance Sheet (Company at Seller's sole cost and expense after the Closing except in both cases for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent assets set forth on Schedule 2.6 as remaining with past practice) [, which subsequently purchased Guarantor or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]its Affiliates after Closing. All material properties and assets reflected in the Balance Sheet and Sheet, the Interim June Balance Sheet or listed or required to be listed on Schedule 3.6 are (or will be at the Closing) free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for: (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (db) with respect to real property, (i) minor imperfections of title, if any, none of which which, individually or in the aggregate, is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired the Company; (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto, and(iii) easements and other restrictions that would not individually or in the aggregate materially impair the present use of the property; and (iv) matters disclosed in the title policies referred to on Schedule 3.6 (together, the "Real Property Permitted Encumbrances").

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have The Seller has delivered or made available to the Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers the Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with have good and marketable valid title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 5.6 of the Buyer Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired CompanyBuyer. [Sellers have Buyer has delivered or made available to Buyer Shareholders copies of the deeds and other instruments (as recorded) by which the Acquired Companies Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and Buyer relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) . Buyer owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Buyer or reflected as owned in the books and records of the Acquired Companies]Buyer, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Buyer Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Buyer since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 5.6 of the Buyer Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 (a) The Company does not own, and has not ever owned, any real property or any interest in real property, except for the leasehold interests created under the real property leases listed in Schedule 4.10(a) (the “Real Property Leases”), all of which are in full force and effect. Schedule 4.10(a) sets forth a list and brief description of each Real Property Lease (showing the parties thereto, annual rental, expiration date, renewal and purchase options, if any, the improvements thereon, the uses being made thereof, and the location and the legal description of the Disclosure Letter real property covered by, and the space occupied under, such lease (the “Leased Real Property”). Except as set forth in such Schedule, the Company has the right to quiet enjoyment of all the Leased Real Property described in such Schedule for the full term of each such lease or similar agreement (and any renewal option) relating thereto, and the leasehold or other interest of the Company in such Leased Real Property is not subject or subordinate to any Encumbrance except for Permitted Encumbrances or liens for current Taxes and assessments not yet due, provided such taxes and assessments will be reflected in the Final Closing Date Balance Sheet. Except as set forth on Schedule 4.10(a), and except for Permitted Encumbrances, there are no agreements or other documents governing or affecting the occupancy or tenancy of any of the Leased Real Property by the Company. Neither the Company nor Seller is or has been in possession of any instruments evidencing Encumbrances, commitments for the issuance of title insurance, title opinions, surveys, appraisals or any policies of title insurance currently in force related to the Leased Real Property. Neither the whole nor any part of the Leased Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the Actual Knowledge of Seller or the Company, no such condemnation or other taking is threatened or contemplated. (b) Schedule 4.10(b) contains a complete and accurate list of all real propertymachinery, leaseholdsequipment, vehicles, furniture and other personal property owned by the Company having an original cost of $5,000 or more and, with respect to each such item, Schedule 4.10(b) contains (i) a brief description, (ii) the model number (if applicable) and year of purchase, and (iii) depreciated value. Schedule 4.10(b) contains a brief description of each lease or other agreement or right, whether written or oral (including in each case the annual rental, the expiration date thereof and a brief description of the property covered), under which the Company is lessee of, or holds or operates, any machinery, equipment, vehicle or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of tangible personal property. (c) Except as set forth in Schedule 4.10(c), the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with Company has good and marketable title in the case to all of real propertyits tangible assets and properties free and clear of all Encumbrances, subject only to the matters permitted by the following sentence) except for liens for current Taxes and assessments not yet due. The Company owns all the properties and assets (whether real, personal, or mixed mixed, and whether tangible or intangible) that they purport it purports to own [own, that are located in at the facilities owned or operated Leased Real Property, that are used by the Acquired Companies or Company, and/or that are reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in on the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet Date, in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are each case free and clear of all Encumbrances and are notEncumbrances, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) except for liens for current taxes Taxes an assessments not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Neither the Company nor any of its Subsidiaries owns any real property. Part 3.6 3.7 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholdsproperty leasehold interests owned by the Company or any of its Subsidiaries (the “Leased Real Property”). The Company and each of its Subsidiaries own, or other have valid licenses to use or leasehold interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestsin, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Latest Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness consistent with past practices), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company or any of its Subsidiaries since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Sheet. All material properties and assets reflected in the Latest Balance Sheet and the Interim Balance Sheet Sheet, are free and clear of all Encumbrances, except for Encumbrances reflected in the Latest Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, and (iii) Encumbrances of record or imperfections of title which are not, individually or in the case of real propertyaggregate, subject to any rights of waymaterial in character, building use restrictions, exceptions, variances, reservations, amount or limitations of any nature except, with respect to all such properties extent and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes do not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts detract from the value or impairs materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby (collectively, “Permitted Encumbrances”). Except as would not reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, (A) all such tangible personal property subject theretois in good operating condition and repair (ordinary wear and tear excepted) and is sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing, or impairs and (B) the operations Leased Real Property, taken as a whole, is sufficient for the continued conduct of any Acquired the Company, and’s business after the Closing in substantially the same manner as conducted prior to the Closing.

Title to Properties; Encumbrances. ANCHA does not own any fee interest in any real property. Part 3.6 3.7 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, including leaseholds or other interests therein owned therein, held by any Acquired Companyor utilized by ANCHA. [Sellers have Seller has delivered or made available to Buyer PRG copies of the deeds leases and other instruments (as whether or not recorded) by which the Acquired Companies ANCHA acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) . ANCHA owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies it or reflected as owned in the books and records of the Acquired Companies]ANCHA, including all of the properties and assets reflected in the Balance Sheet and the Interim 1998 Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 3.7 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim 1998 Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies ANCHA since the date of the 1998 Balance Sheet (except for personal property acquired and sold since the date of the 1998 Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim 1998 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 1998 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time time, or both, would constitute a default) exists, and (c) liens for current taxes not yet due. To Seller's Knowledge, all buildings, plants and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from structures utilized by ANCHA lie wholly within the value or impairs the use boundaries of the real property subject theretoutilized by ANCHA and do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real (or immovable) property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities Facility owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto, and (iii) recorded easements and servitudes. All buildings, plants, and structures owned or leased by the Company lies wholly within the boundaries of the real property owned or leased by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recordeda) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case all of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and consolidated balance sheet at March 31, 2000 contained in the Interim Balance Sheet Company's quarterly report on Form 10-Q for the quarter then ended (the "BALANCE SHEET") or acquired after the date thereof (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, other than security interests listed in Part 3.4(a) of the case of Disclosure Letter. (b) The Acquired Companies do not own any real property. Part 3.4(b) of the Disclosure Letter contains a complete list of all real property leases (collectively, subject the "REAL PROPERTY LEASES") to which any rights of way, building use restrictions, exceptions, variances, reservations, the Acquired Companies is a party. The Acquired Companies have a valid leasehold interest in all of the real property leased pursuant to the Real Property Leases (the "LEASED REAL PROPERTY") and each of the Real Property Leases is in full force and effect in accordance with its terms and there exists no breach or limitations default thereunder on the part of any nature exceptAcquired Company or, with respect to all such properties the Knowledge of the Company, the other party thereto, and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with the giving of notice or lapse passage of time time, or both, would constitute a defaultdefault on the part of the Company or, to the Knowledge of the Company, on the part of the other party thereto, has occurred and is continuing unremedied or unwaived. The Contemplated Transactions will not alter or impair any of the rights presently enjoyed by any of the Acquired Companies in any of the Leased Real Property. The buildings and improvements constituting part of the Leased Real Property, and the operation or maintenance thereof as now operated and maintained, do not (i) existscontravene any zoning or building law or ordinance or administrative regulation or (ii) violate any restrictive covenant or any provision of Contract or Legal Requirement, the effect of which would interfere with or prevent the continued use of such properties for the purposes for which they are now being used. All of the plants, buildings and structures constituting part of the Leased Real Property are in reasonably good operating condition and in a state of reasonable maintenance and repair to the extent necessary for the efficient operation of the business of the Acquired Companies being conducted therein. There exists no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceeding with respect to, or which could affect, any Leased Real Property or the buildings or improvements thereon. (c) Except for items disposed of since the date of the Balance Sheet in the Ordinary Course of Business, all machinery, tools, equipment and other tangible assets (i) reflected in the Balance Sheet (other than inventories), (bii) mortgages leased by any Acquired Company or security interests incurred (iii) acquired by any Acquired Company since the date of the Balance Sheet, currently are used, useable by or useful to the Acquired Companies in connection with the purchase Ordinary Course of property or assets Business and in the manufacture and sale of the products of the Acquired Companies, and are in reasonably good operating condition and in a state of reasonable maintenance and repair. Except as set forth in Part 3.4(c) of the Disclosure Letter, the inventories reflected in the Balance Sheet were on the date thereof in good condition; such inventories, and any inventories acquired by the Acquired Companies after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property extent not sold or assets so acquired)otherwise disposed of in the Ordinary Course of Business, with respect are in good condition, are used, useable by or useful to which no default (or event that, with notice or lapse the Company in the Ordinary Course of time or both, would constitute a default) exists, (c) liens for current taxes not yet dueBusiness and in the manufacture and sale of the products of the Acquired Companies, and (d) with respect to real property, (i) minor imperfections are not in excess of title, if any, none reasonable requirements for the next 12 months. No item of which is substantial inventory reflected in amount, materially detracts from the value or impairs the use Balance Sheet was valued in excess of the property subject theretolower of cost (on a first-in, first-out basis) or market value. Except as indicated in the Balance Sheet, the accounts receivable reflected in the Balance Sheet, or impairs acquired by the operations Company after the date of any Acquired the Balance Sheet, have been collected or are collectible in amounts not less than the aggregate amount recorded in the Balance Sheet, in the case of receivables reflected in the Balance Sheet, or not less than the aggregate amount recorded on the Company's books, andin the case of receivables acquired after the date of the Balance Sheet.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer Purchaser copies of all Leases and copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Schedule 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 (A) Schedule 3.29 of the Disclosure Letter this Agreement contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any of the Acquired CompanyCompanies. [Sellers have The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which any of the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or any of the Acquired Companies and relating to such property or interests.] The (B) Each of the Acquired Companies own (with owns good and marketable title in to the case real property each of real propertythe Acquired Companies owns, subject only to the matters permitted by this Section 3.29 and the following sentenceexceptions set forth on the related title insurance policies. All buildings, plants, and structures owned by any of the Acquired Companies lies wholly within the boundaries of the real property owned by any of the Acquired Companies and does not encroach upon the property, or to the knowledge of the Company and Shareholders otherwise conflict with the property rights, of any other Person. (C) To the knowledge of the Company and the Shareholders, each of the Acquired Companies owns, subject only to the matters permitted by this Section 3.29, all the of personal properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [or located in the facilities owned or operated by each of the Acquired Companies or reflected as owned in the books and records of any of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Acquisition Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Schedule 3.29 of the Disclosure Letter this Agreement and personal property sold since the date of the Acquisition Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ss), business and consistent with past practice) and all of the properties and assets purchased or otherwise acquired by any of the Acquired Companies since the date of the Acquisition Balance Sheet (except for personal property acquired and sold since the date of the Acquisition Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice). (D) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Acquisition Balance Sheet are free and clear of all Encumbrances and are not, in other than: (1) In the case of real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject to thereto, or impairs the operations of any of the Acquired Companies, and (B) zoning laws and other land use restrictions, rights of way, building use restrictions, exceptions, variances, reservations, or limitations none of which have a material adverse effect on the operations of any nature except, with respect to all of the Acquired Companies at such properties and assets, real property that do not impair the present or anticipated use of the property subject thereto; (a2) mortgages Mortgages or security interests shown on the Balance Sheet or the Interim Acquisition Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, ; (b3) mortgages Mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Acquisition Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, ; (c4) liens Liens for current taxes not yet due, and ; and (d5) Liens or rights to liens with respect to real property, construction projects in progress. (iE) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use None of the Acquired Companies acquired any of the personal property subject thereto, (whether tangible or impairs the operations intangible) in violation of any Acquired Company, andlaw.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer Buyers copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such real property or interests.] . The Acquired Companies own (with good and marketable title in the case of the real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities Facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Closing Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, due and (db) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter (a) Schedule 4.6(a) contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned used by any the Acquired CompanyCompanies in connection with the Business. [Sellers have PMH has delivered or made available to Buyer Purchaser copies of the deeds and other instruments (as recorded) by which one of the Acquired Companies acquired such real property and and/or interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys that are in the possession of Sellers or the Acquired Companies and relating to such real property or interests.] The (b) Except as set forth on Schedule 4.6(b), the Acquired Companies own own, or will as of the Closing Date own, (with good and marketable title in the case of real owned property, subject only to the matters permitted by the following sentenceSection 4.6(c) below) (i) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own [located are used in connection with the facilities owned or operated by Business other than any Intellectual Property licensed under Contracts listed in Schedule 4.22(b), (ii) the Acquired Companies or properties and assets reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 4.6(b) and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and (iii) all of the material properties and assets purchased or otherwise acquired by the Acquired Companies in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). (c) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances other than Permitted Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes not yet due, and (div) with respect to real property, (i) minor imperfections any restrictions which have been identified in documents of titleownership or title insurance. All buildings, if any, none plants and structures owned by the Acquired Companies or otherwise used by any of which is substantial them in amount, materially detracts from connection with the value or impairs Business lie wholly within the use boundaries of the real property subject theretoowned or leased by the Acquired Companies and to PMH's Knowledge, do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Annex 5.8 to this Schedule B contains a complete and accurate list of all real estate property, leaseholds, leaseholds or other similar interests therein owned by any Acquired Cinemex Company. [Sellers have delivered or Cinemex has made available to Buyer Buyers copies of the deeds and other instruments (as recorded) by which the Acquired Cinemex Companies acquired such real estate property and other interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Cinemex Companies own (with good and marketable title in the case of real estate property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal estate property, personal, personal property or mixed and whether tangible or intangible) that they purport to own [located own. Except as set forth in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]Annex 5.8 to this Schedule B, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet owned by Cinemex are free and clear of all Encumbrances and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such material properties and assets, (a) mortgages mortgages, guaranty trusts or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsinterests, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsliens for current Taxes not yet due, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) Encumbrances or minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Cinemex Company, andand (d) with respect to real estate property, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or, except as set forth on Annex 5.8 to this Schedule B, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, otherwise conflict with the property rights of any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter (a) Schedule 5.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein property owned by any Acquired Company. [Sellers have To the Knowledge of the Company, the Company has delivered or made available to Buyer Parent copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] (b) Schedule 5.6 contains a complete and accurate list of all leasehold interests in real property or other real property interests owned by the Acquired Companies. The Principal Shareholder has delivered a true and accurate copy of all such leases or other documents creating such real property interests to the Parent and all such leases or documents are in full force and effect and are legal, valid, binding and enforceable against the Acquired Companies and, to the Knowledge of the Principal Shareholder, the other parties thereto. Following the Closing, to the Knowledge of the Principal Shareholder, such leases or documents will continue to be in full force and effect and legal, valid, binding and enforceable against the Acquired Companies and against all other parties thereto, except for the consents required as listed on Schedule 5.2. There are no disputes, oral agreements or forbearances in effect as to any such leases. (c) Except as set forth in Schedule 5.6, the Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities Facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently ). Such properties and assets purchased or acquired properties and assets after the date of the Balance Sheet (other than inventory and short-term investments) with a value in excess of $25,000 are listed in Part 3.6 of the Disclosure Letter]Schedule 5.6. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on reflected in the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsobligations or Schedule 5.6, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ciii) liens for current taxes not yet duedue for which there are adequate reserves in the Financial Statements, and (div) with respect to real property, (iA) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (d) Except as described in Schedule 5.6, neither of the Principal Shareholder nor any of its respective Related Persons either owns any asset, tangible or intangible, which is used or leased by the Company or is owed any amount by the Company or owes any amount to the Company.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains Schedule, the financial statements and/or the tax return schedules contain a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned owned, leased or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all . All of the properties properties, leasehold interests and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property and short-term investments acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Section 3.6 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet Sheet, as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (c) liens for current taxes not yet duedue and payable, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the existing use of the property subject thereto, or materially impairs the operations of any Acquired the Company, and(ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto and (iii) items reflected in and/or excepted in the title commitment obtained for the real property. To the Shareholders' Knowledge, all buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person, except as may be reflected in any title commitment obtained for the real property in connection with this transaction.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and Schedule 2.16 sets forth an accurate list of all real property, leaseholds, or and personal property included in "property and equipment" on the Interim Balance Sheet and all other interests therein tangible assets of the Companies with a historical cost in excess of $5,000 (i) owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies the Companies as of the deeds Balance Sheet Date or (ii) acquired since the Balance Sheet Date. Schedule 2.16 also sets forth an accurate list of all real and personal property currently leased by the Companies, and an accurate list of all leases for significant equipment and for all real property leased by the Companies and descriptions of all real property (as currently owned or leased by the Companies) on which plants, buildings, warehouses, workshops, garages and other instruments structures (as recordedcollectively, the "Structures") by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys vehicles used in the possession operation of Sellers or the Acquired business of the Companies are situated and, for each of those properties, the address thereof, the type and relating to such property or interests.] The Acquired Companies own (with good approximate square footage of each Structure located thereon and marketable title the use thereof in the case business of real property, subject only to the matters permitted by the following sentence) all the Companies. Schedule 2.16 indicates which properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located used in the facilities operation of the businesses of the Companies are currently owned by the Seller, Trusts or Companies or Affiliates of either of the Companies or the Seller or Trusts. Except as specifically identified in Schedule 2.16, all of the tangible assets, plants, Structures, vehicles and other significant machinery and equipment owned or leased by the Companies listed in Schedule 2.16 are in good working order and condition, ordinary wear and tear excepted. Except as set forth on Schedule 2.16, neither the Companies nor the Seller or Trusts have received any notice nor have any knowledge that any of the real property owned or leased by either of the Companies is or will be affected by any special assessments, condemnation, eminent domain, off-site improvements to be constructed, change in grade of public streets or similar proceedings. There is ingress and egress to and from each of the real properties owned and leased by the Companies of record adequate for the use of such properties as currently operated by the Acquired Companies or reflected Companies. Except as owned disclosed in the books and records Schedule 2.16, neither of the Acquired Companies]Companies has made any off-record agreements affecting the ownership, including use or occupation of any such properties. Except as set forth on Schedule 2.16, all public utilities, including, without limitation, sewers, water, electric, gas and telephone, required for the operation of each of the real properties owned and leased by the Companies as presently operated are installed and operating, and all installation and connection charges therefor have been paid in full. Except as set forth on Schedule 2.16, both of the Companies and each Subsidiary of both of the Companies have good and indefeasible title to all of the properties and assets reflected in the balance sheets included among the Companies' Financial Statements and acquired since the Balance Sheet and Date other than any assets therein reflected that have been sold or otherwise disposed of in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 ordinary course of the Disclosure Letter and personal property sold business since the date thereof free and clear of liens, claims and encumbrances other than (i) liens, mortgages, pledges, security interests or other encumbrances securing indebtedness shown on the Balance Sheet Companies' Financial Statements, (ii) liens for current taxes, payments of which are not yet delinquent or that are being contested in good faith by appropriate proceedings, (iii) liens in respect of pledges or deposits under workers' compensation laws or similar legislation, or carriers', warehousemen's, mechanics', laborers' and materialmen's and similar liens, if the Interim Balance Sheetobligations secured by such liens are not then delinquent or are being contested in good faith by appropriate proceedings, as the case may be, (iv) liens relating to accounts payable incurred in the Ordinary Course ordinary course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business business and consistent with past practice, and (v) [such imperfections of title which do not materially detract from the value of the assets of either of the Companies and any Subsidiary of either of the Companies (collectively, the "Permitted Liens"). Both of the Companies and each Subsidiary of both of the Companies hold under valid lease agreements all real and personal properties that are subject to the leases to which subsequently purchased or acquired reference is made on Schedule 2.16 and enjoy peaceful and undisturbed possession of such properties and assets (under such leases, other than inventory any personal property as to which such leases have terminated in accordance with their terms or in the ordinary course of business since such date. The leases set forth on Schedule 2.16 are in full force and short-term investments) are listed in Part 3.6 effect and constitute valid and binding agreements of the Disclosure Letter]Companies and, to the Seller's and each Trust's knowledge, the other parties thereto in accordance with their respective terms, and all amounts currently payable thereunder have been paid. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear Schedule 2.16 sets forth a list of all Encumbrances title reports and are not, in title insurance policies received or owned by the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, Companies with respect to the real property owned or leased by the Companies. Schedule 2.16 includes a summary description of all such properties and assetsoutstanding commitments of the Companies involving the opening of new operations, (a) mortgages or security interests shown on the Balance Sheet expansion of existing operations or the Interim Balance Sheet as securing specified liabilities acquisition of any real property or obligationsexisting business, with respect to which no default (management of the Companies has devoted any significant effort or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred expenditure in connection with the purchase of property or assets after two-year period prior to the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andthis Agreement.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, real property leaseholds, or other real property interests therein owned by any the Company and its Subsidiaries and included with the Acquired CompanyAssets. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company and its Subsidiaries acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Subsidiaries and relating to such property or interests.] . The Acquired Companies Company and its Subsidiaries own or by Closing will own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company and its Subsidiaries or reflected as owned in the books and records of the Acquired Companies]Company and its Subsidiaries, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company and its Subsidiaries since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 were purchased or acquired for an aggregate consideration of the Disclosure Letter]less than $50,000. All material properties and assets reflected in the Balance Sheet (and still owned by the Interim Balance Sheet Company or any of its Subsidiaries) are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or Part 3.6 of the Interim Balance Sheet Disclosure Letter as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company or any Acquired Companyof its Subsidiaries, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company and its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Sellers Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired Company. [Sellers The Company and FMS have delivered or specifically identified and made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own [located in the facilities currently owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Sellers Disclosure Letter Schedule and personal property and assets sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 4.6 of the Sellers Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of rights-of-way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default Default (or event that, with notice or lapse of time or both, would constitute a defaultDefault) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default Default (or event that, with notice or lapse of time or both, would constitute a defaultDefault) exists, (c) liens Liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present use, or use currently contemplated by any Acquired Company, of the property subject thereto. All buildings, plants and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person (except to the extent such failures would be covered by title insurance policies).

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties properties, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters Encumbrances permitted by the following sentencethis Section) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part PART 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness). The Acquired Company owns (with good and marketable title in the case of real property, and subject only to the Encumbrances permitted by this Section) all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part PART 3.6 of the Disclosure Letter]. The Acquired Company owns no real property. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and:

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 2.5 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in of the Balance Sheet and the Interim Balance Sheet Company are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsSchedule 2.5, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (dc) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any of the Acquired CompanyCompanies. [Sellers have Naviset has delivered or made available to Buyer NEBO copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Naviset or the Acquired Companies Subsidiaries and relating to such property or interests.] The Acquired Companies . Naviset (or its Subsidiaries, as the case may be) own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities Facilities owned or operated by the Acquired Companies them or reflected as owned in the their respective books and records of the Acquired Companies]records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Naviset's Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.9 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance SheetMost Recent Fiscal Quarter, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet thereof in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Section 3.9 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Most Recent Fiscal Quarter (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any of the Acquired CompanyCompanies, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the (a) The AP Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein in real property owned by any Acquired Companythe Company and used in or associated with the Business. [Sellers have The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet associated with the Business (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.3 of the AP Disclosure Letter Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold in the Ordinary Course of Business since the date of the Interim Balance Sheet and associated with the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Interim Balance Sheet and associated with the Business (except for personal property acquired and sold since the date of the Interim Balance Sheet and associated with the Business in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments, and other than those assets purchased or properties acquired in the Ordinary Course of Business) are listed in Part 3.6 Section 3.3 of the AP Disclosure Letter]Schedule. All material Material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet that are associated with the Business are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests associated with the Business shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets associated with the Business after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. The Company holds no fee interests in real property that are included among the Assets. (b) Except as set forth at Section 3.3 of the AP Disclosure Schedule: (i) The Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in any leases (which expression in this paragraph (a) includes underleases) under which the Properties are held in all material respects and the last demand (or receipts for rent if issued) were unqualified, and all the leases are valid and in full force. (ii) All licenses, consents and approvals required from the landlords and any superior landlords under any leases of the Properties have been obtained, and the covenants on the part of the tenant contained in the licenses, consents and approvals have been duly performed and observed. (iii) There are no rent reviews under the leases of the Properties held by the Company in progress. (iv) No obligation necessary to comply with any notice or other requirement given by the landlord under any leases of the Properties is outstanding and unobserved and unperformed. (v) There is no material obligation to reinstate the Properties by removing or dismantling any alteration made to it by the Company or any predecessor in title to the Company. (vi) The Company does not own the lease to any property which has a term exceeding three (3) years. (vii) There are no claims by the landlord or any third party against the Company for rent arrears, reinstatement costs and such other costs and expenses which may be payable in connection with the Company’s lease of any of the leased Properties.

Title to Properties; Encumbrances. Part 3.6 of (a) The Company and the Disclosure Letter contains a complete and accurate list of all real propertySubsidiaries hold good title to, leaseholdsvalid leasehold interests in, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available adequate licenses to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestsuse, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed necessary to conduct the business of the Company and whether tangible or intangible) that they purport to own [located the Subsidiaries in the facilities owned or operated manner carried on by the Acquired Companies or reflected as owned in Company and the books and records of Subsidiaries on the Acquired Companies]date hereof, including all of including, without limitation, the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Current Financial Statements (except for property and assets held under capitalized leases disclosed sold or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold used since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, Current Financial Statements in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet Current Financial Statements are free and clear of all Encumbrances, except for Encumbrances (i) described on SCHEDULE 3.7, and (ii) that do not in the aggregate have a Material Adverse Effect. (b) Neither the Company nor any of its Subsidiaries own any real property or (other than pursuant to any Lease) any interest therein. (c) Each lease pursuant to which the Company or any of its Subsidiaries leases, as lessee or sub-lessee, any real property or interest in real property (each, a "Lease") and the Interim Balance Sheet are use for which such property is being employed is described on SCHEDULE 3.7 (each such parcel of real property, together with any structures, improvements, fixtures, easements and other rights, leased by the Company or any of its Subsidiaries, a "Company Property"). The Company or one of its Subsidiaries, as indicated (and except as set forth) on SCHEDULE 3.7, has a good, valid and existing leasehold estate in each Company Property, free and clear of all Encumbrances and are notother matters affecting such leasehold title to or the use and occupancy of such Company Property. (d) The Company has delivered to the Buyer a true, correct and complete copy of each Lease, including all amendments, modifications and supplements thereto. Each Lease is in full force and effect and constitutes the case valid and binding obligation of real propertythe Company or its Subsidiary, subject to any rights of way, building use restrictions, exceptions, variances, reservationsenforceable against the Company or such Subsidiary in accordance with its terms. There exists no default, or limitations any event which upon the giving of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet notice or the Interim Balance Sheet as securing specified liabilities or obligationspassage of time, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a give rise to any default) exists, (b) mortgages in the performance by the Company or security interests incurred any of its Subsidiaries or, to the Knowledge of the Company, the lessor thereunder, of any obligation under any Lease. Except as disclosed on SCHEDULE 3.5, no consent from the lessor or any other Person under or with respect to any Lease is required in connection with execution or delivery of this Agreement or Sellers Ancillary Documents or the purchase of property or assets after the date consummation of the Interim Balance Sheet (such mortgages and security interests being limited to the property transactions contemplated hereby or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andthereby.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned by any Acquired Companyused in connection with the Business. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which Seller or one of the Acquired Companies acquired such real property and and/or interests, and copies of all title insurance policies, opinions, abstracts, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own own, or will as of the Closing Date own, (with good and marketable title in the case of owned real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangible) that they purport to own [located are used in connection with the facilities owned or operated by the Acquired Companies Business, or reflected as owned in the books and records of the Acquired Companies]Companies or the Business, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the material properties and assets purchased or otherwise acquired to be owned by the Acquired Companies or otherwise in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Schedule 3.6. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections any restrictions which have not been identified in documents of titleownership or title insurance. All buildings, if any, none of which is substantial plants and structures owned by the Acquired Companies or otherwise used in amount, materially detracts from connection with the value or impairs Business lie wholly within the use boundaries of the real property subject theretoowned by the Acquired Companies and to Seller’s Knowledge, do not encroach upon the property of, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. (a) Part 3.6 4.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers Principals have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Principals or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable indefeasible title in the case of real property, subject only to the matters permitted by the following sentenceSection 4.6(b)) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). (b) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part Exhibit 3.6 of the Disclosure Letter hereof contains a complete and accurate list of all real property, property leaseholds, or other interests therein owned by the FCS Companies. None of the FCS Companies owns any Acquired Companyfee simple interest in real estate or any options to acquire the same. [Sellers and/or the FCS Companies have delivered or made available to Buyer copies of the deeds leases and other instruments (as recorded) by which the Acquired FCS Companies acquired such hold real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired FCS Companies and relating to such property or interests.] . The Acquired FCS Companies own (with hold good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) , in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located presently are used in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records operation of the Acquired business of the FCS Companies], including all of the properties and assets reflected in the 1996 Balance Sheet and the Interim Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold disposed of since the date of the 1996 Balance Sheet and the Interim Balance Sheet, as the case may be, Sheets in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired FCS Companies since the date of the 1996 Balance Sheet Sheets (except for personal property acquired and sold since the date of the 1996 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the 1996 Balance Sheet and the Interim Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the 1996 Balance Sheet or the Interim Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 1996 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Companythe FCS Companies, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [The Sellers have delivered or made available to the Buyer copies of the deeds and other instruments (as recorded) by which the each Acquired Companies Company acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Sellers or the each Acquired Companies Company and relating to such property or interests.] The . Each Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the such Acquired Companies Company or reflected as owned in the books and records of the such Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the each Acquired Companies Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any each Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made will make available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities Facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the arm's length purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded, if applicable) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, surveys, engineering reports or studies and surveys environmental reports or studies in the possession of Sellers or the Acquired Companies and Company relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [own, including without limitation (but subject to the exceptions set forth in Part 3.6 of the Disclosure Letter) all properties and assets located in at the facilities owned or operated by the Acquired Companies or Facilities and those properties and assets reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [Business, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto, and (e) as described in Part 3.6 of the Disclosure Letter. Except as set forth on Part 3.6 of the Disclosure Letter, all buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. To the extent that any tangible assets owned or utilized by the Company are not located in the Facilities, a description of such assets and the location thereof is set forth in Part 3.6 of the Disclosure Letter.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies Company own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 Section 3.14 of the Company Disclosure Letter contains a complete Schedule sets forth the address of each Company Property. The Company and accurate list each of all real property, leaseholdsthe Company Subsidiaries has good and valid title to, or in the case of the Company Property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, subject to no Liens, except for (a) Liens reflected in a consolidated balance sheet as of the December 29, 2006 (“Balance Sheet Date”), (b) Liens consisting of zoning or planning restrictions, easements, permits and other interests therein owned restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any Acquired Companyof the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements and (d) Liens which would not materially interfere with the use of such property or assets by the Company and the Company Subsidiaries (the foregoing Liens (a)-(d), “Permitted Liens”). [Sellers have The Company has delivered or made available to Buyer copies Parent or Merger Sub a true and complete copy of each lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) relating to each Company Property. The Company and each of the deeds Company Subsidiaries are in compliance with the terms of all leases relating to the Company Property to which they are a party, except such compliance which has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such leases relating to the Company Property are in full force and other instruments (as recorded) by which the Acquired Companies acquired such real property and interestseffect, and copies the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all title insurance policies, opinions, abstracts, and surveys in such leases. Neither the possession Company nor any of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of Company Subsidiaries owns any real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 2.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have delivered or made available to Buyer at the Company's offices (or will deliver or make so available to Buyer within ten (10) days of the date of this Agreement), copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyN21. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (instruments, as recorded) , by which the Acquired Companies N21 acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies N21 and relating to such property or interests.] The Acquired Companies own (b) N21 owns, with good and marketable title in the case of real propertytitle, subject only to the matters permitted by the following sentence) , all the properties and assets (assets, whether real, personal, or mixed and whether tangible or intangible) , that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies operate or which is reflected as owned in the books and records of the Acquired Companies]N21, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies N21 since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [Sheet, which subsequently purchased or acquired properties and assets (assets, other than inventory and short-term investments) , are listed in Part 3.6 of the Disclosure Letter]. . (c) All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of rights-of-way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, : (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (default, or event that, with notice or lapse of time or both, would constitute a default) , exists, , (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (Sheet, such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (default, or event that, with notice or lapse of time or both, would constitute a default) , exists, , (ciii) liens for current taxes not yet due, and and (div) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanyN21, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (d) All of the properties and assets owned, leased or used by N21 are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of N21 and are directly related to the business of N21.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. (a) Part 3.6 of the Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyCDT as at the Interim Balance Sheet date. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own CDT owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies CDT since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory Inventory and short-term investments) , are listed in Part 3.6 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of CDT, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (b) Neither Seller nor CDT has received notice that the whole nor any Acquired Companyportion of the property or leaseholds owned or held by CDT is subject to any governmental decree or order to be sold or is being condemned, andexpropriated or otherwise taken by any Governmental Body or other Person with or without payment of compensation therfor, nor to the knowledge of Seller and CDT, has any such condemnation, expropriation or taking been proposed.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Disclosure Letter Schedules contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport used in or necessary to own [the conduct of the Company’s business, including those located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter Schedules and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 Except as set forth in Schedule 5.10, each of the Disclosure Letter contains a complete Selling Subsidiaries and accurate list the other subsidiaries of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys SCHLUMBERGER engaged in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good RPS Business has good, valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]), including including, without limitation, all of the properties and assets reflected in the Balance Sheet and the Interim Base Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter inventory and personal property having an aggregate book value not in excess of US$100,000 sold since the date of the Base Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness and consistent with past practice), and all of the properties and assets (other than inventory) purchased or otherwise acquired by the Selling Subsidiaries or Acquired Companies since the date of the Base Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet are listed in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired Schedule 5.10. All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Base Balance Sheet as securing specified liabilities or obligations, obligations with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, ; (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is are substantial in amount, materially detracts detract from the value value, or impairs impair the use of the property subject thereto, or impairs impair the operations of any Selling Subsidiary or Acquired Company, andand which have arisen only in the ordinary course of business and consistent with past practice since the date of the Base Balance Sheet; and (c) liens for current taxes not yet due. The rights, properties and other assets presently owned, leased or licensed by the Subsidiaries (and the Acquired Companies) and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Selling Subsidiaries or Acquired Companies to conduct RPS Business in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such all real property and interestsproperty, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Latest Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . Part 3.6 of the Disclosure Letter also contains a complete and accurate list of all vehicles owned or leased by any Acquired Company and the fixed assets used in the business of any Acquired Company and carried on its books for tax purposes. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real and immoveable property, real property leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable indefeasible title in the case of real and immoveable property, subject only to the matters permitted by the following sentence) all the properties and assets (whether realreal and immoveable, personalpersonal and moveable, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Sheets and including all Intellectual Property Assets (as hereinafter defined) (except for (i) assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Letter, (ii) personal and personal moveable property sold since the date dates of the Balance Sheet and the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Busine ss)Business and (iii) certain real and immoveable property and improvements thereon located in Keller, Texas and identified in Part 3.6 of the Disclosure Letter as sold prior to Closing, and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Interim Balance Sheet Sheets (except for personal and moveable property acquired and sold since the date of the Interim Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Sheets and all Intellectual Property Assets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages mortgages, hypothecs or security interests shown on the Balance Sheet or the Interim Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages mortgages, hypothecs or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Sheets (such mortgages mortgages, hypothecs and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet duedue or the validity of which is being contested in good faith by appropriate legal proceedings, (d) statutory liens (including materialmen's, mechanic's, repairmen's, landlord's, and other similar liens) arising in connection with the Ordinary Course of Business securing payments not yet due and payable or, if due and payable, the validity of which is being contested in good faith by appropriate legal proceedings, and (de) with respect to real property, (i) minor such imperfections or irregularities of title, if any, none of which is as (A) are not substantial in character, amount, or extent and do not materially detracts detract from the value or impairs the use of the property subject thereto, (B) do not materially interfere with either the present or impairs intended use of such property, and (C) do not, individually or in the aggregate, materially interfere with the conduct of the Acquired Companies normal operations of any Acquired Company, andor otherwise have a Material Adverse Effect.

Title to Properties; Encumbrances. Part Schedule 3.6 of the Sellers’ Disclosure Letter Schedules contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired CompanyRHL. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own RHL owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Unaudited Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Sellers’ Disclosure Letter Schedules and personal property sold since the date of the Unaudited Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies RHL since the date of the Unaudited Balance Sheet (except for personal property acquired and sold since the date of the Unaudited Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Unaudited Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Unaudited Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Unaudited Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, property (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired CompanyRHL, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers Seller have delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold or acquired since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests Ownership Interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests Ownership Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Ownership Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 of the CBT Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Companythe Purchaser and the Subsidiaries. [Sellers have delivered or made available to Buyer copies of The Purchaser and the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Seller and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Purchaser and the Subsidiaries since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Companythe Purchaser or the Subsidiaries, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all leasehold interests in real property, leaseholds, or other interests therein property owned by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) leases by which the Acquired Companies acquired Company holds such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of Company owns no real property, subject . Subject only to the matters permitted by the following sentence) below in this Section, all the properties leasehold interests in real property and other assets (whether real, personal, or mixed and whether tangible or intangible) that they purport the Company purports to own [located in the facilities owned or operated by the Acquired Companies or are reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for (i) assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and Letter, (ii) personal property sold since the date of the Interim Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss)Business, and all of the properties and (iii) assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Interim Balance Sheet (except for Sheet, excluding personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Business). All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which which, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which which, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use all rights of the property owners of the fee title thereof; (ii) any encumbrances placed thereon or assumed or taken subject theretoto by the owner thereof; (iii) any covenants, or impairs conditions, restrictions, easements, declarations and limitations of record affecting the operations of property; and (iv) zoning laws and other laws, rules and regulations imposed by any Acquired Company, andGovernmental Body with jurisdiction thereover.

Title to Properties; Encumbrances. Part 3.6 (a) Section 3.6(a) of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein currently owned or leased by any Acquired the Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), all such properties and assets are in good operating condition (reasonable wear and tear excepted) and are suitable for their intended use, and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Section 3.6(a) of the Disclosure Letter]. All Except as set forth in Section 3.6(a) of the Disclosure Letter, all material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Financial Statements are free and clear of all Encumbrances other than Permitted Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (diii) with respect to real property, (ix) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired the Company, and (y) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (b) The Company has the right to use all customer-furnished tangible and intangible personal property and assets used in the operation of the Company's business as currently conducted. Section 3.6(b) of the Disclosure Letter contains a list of all such customer-furnished property. All customer-furnished tangible assets of the Company are, in the aggregate, in working order, condition and repair, reasonable wear and tear excepted, and reasonably suitable for the conduct of the Company's business as currently conducted and, to the Knowledge of Sellers and the Company, there is no material expenditure presently required to maintain such condition and state of repair or replace such tangible assets. The Company is currently in possession of all customer-furnished tangible assets provided to the Company by a customer, except such property that has been returned to such customer or such property that is in the possession of a qualified subcontractor. The Company will continue to have the right to use all customer-furnished property set forth in Section 3.6(b) of the Disclosure Letter immediately following the Closing, subject to the customer's right to revoke the Company's right to use such customer-furnished property at any time.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 2.6 contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and an interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andSchedule 2.

Title to Properties; Encumbrances. Part 3.6 (a) Section 4.6(a) of the Disclosure Letter contains includes a complete and accurate list (including the street address, where applicable) of all real property, leaseholds, or other interests therein owned by any Acquired Companyeach Suiza Facility. [Sellers The Suiza Parents have delivered or made available to Buyer copies DFA or DFA's Advisors one or more recent depreciation schedules listing tangible personal property owned by the Suiza Companies as of the deeds dates indicated. The tangible personal property of the Suiza Companies listed in such depreciation schedules is in good repair and other instruments operating condition in all material respects, normal wear and tear excepted. (as recordedb) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Each Suiza Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport it purports to own [located in the facilities Suiza Facilities owned or operated by the Acquired Suiza Companies or reflected as owned in the books and records of the Acquired Suiza Companies], including all of the properties and assets reflected in the Interim Suiza Balance Sheet and the Interim Robi▇▇▇▇ Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter real and personal property sold since the date dates of the Interim Suiza Balance Sheet and the Interim Balance Sheet, as the case may be, Robi▇▇▇▇ ▇▇▇ance Sheet in the Ordinary Course of Busine ssBusiness of the Suiza Companies (excluding Robi▇▇▇▇ ▇▇▇ry) and Robi▇▇▇▇ ▇▇▇ry, respectively), and all of the properties and assets purchased or otherwise acquired by the Acquired Suiza Companies since the date of the Interim Suiza Balance Sheet and the Robi▇▇▇▇ ▇▇▇ance Sheet (except for real and personal property acquired and sold since the date dates of the Interim Suiza Balance Sheet and the Robi▇▇▇▇ ▇▇▇ance Sheet in the Ordinary Course of Business of the Suiza Companies (excluding Robi▇▇▇▇ ▇▇▇ry) and consistent with past practiceRobi▇▇▇▇ ▇▇▇ry, respectively). Except as described in Section 4.6(b) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All Letter and except as would not reasonably be expected to have, individually or in the aggregate, a Suiza Material Adverse Effect, all material properties and assets reflected in the Interim Suiza Balance Sheet and the Interim Balance Robi▇▇▇▇ ▇▇▇ance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, except for Permitted Encumbrances. (c) liens for To Suiza's Knowledge, there are no proceedings pending or threatened that would alter the current taxes not yet duezoning classification of the Suiza Facilities or alter any applicable laws, and (d) with respect statutes, regulations, codes, conditions or restrictions related to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from zoning or land use that would have a material adverse affect on the value or impairs the existing use of the property subject theretoSuiza Facilities in the business of the Suiza Companies. Except as described in Section 4.6(c) of the Disclosure Letter, or impairs the operations no Suiza Company has received any written notice from any insurance company of any Acquired Companydefects or inadequacies in the Suiza Facilities that would, andif not corrected, result in the termination of existing insurance coverage or a material increase in the present cost thereof. No Suiza Company has received any written notice providing for or threatening the discontinuation of necessary utilities to the Suiza Facilities. No Suiza Parent is a "foreign person" as that term is defined in Section 1445 of the IRC.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or leased by any Acquired the Company. [Sellers have delivered or made available The Company has distributed to Buyer copies of the deeds and other instruments (as recorded) by Seller the real property in Broussard, Louisiana prior to the Closing from which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in Company operates its business (the possession of Sellers or the Acquired Companies and relating to such property or interests.] “Broussard Property”). The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness and the Broussard Property), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances as of the Closing and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (cb) liens for current taxes not yet due. All buildings, plants, and (d) with respect to structures utilized by the Company lies wholly within the boundaries of the real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts property leased by the Company from the value or impairs Seller and to the use Knowledge of Seller do not encroach upon the property subject theretoof, or impairs otherwise conflict with the operations of property rights of, any Acquired Company, andother Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own Seller owns (with good and marketable title in the case of real property, subject only to the matters Encumbrances permitted by the following sentencethis Section) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Seller or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Closing Date Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Disclosure Letter and personal property sold since Schedule which shall be attached to this Agreement as Schedule 3.6 at the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssclosing date.), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Closing Date Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages : A. Mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet Closing Date Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens ; B. Liens for current taxes not yet due, and (d) with ; and C. With respect to real property, : (i) minor Minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company; and (ii) Zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by Seller lie wholly within the boundaries of the real property owned by Seller and do not encroach upon the property of, or otherwise conflict with the property rights of, any Acquired Companyother Person. All property and assets of the the Company shall be in the possession and control of Seller at Closing, andincluding but not limited to, all Facilities.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter Schedule 6(f) contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any each Acquired Company. [Sellers have The Representative has delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded) by which the each Acquired Companies Company acquired such real property and property, leaseholds or other interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter Schedule 6(f) and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]Schedule 6(f). All material Except as set forth on Schedule 6(f), all properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertyproperty or leasehold interests, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (db) with respect to real propertyproperty or leasehold interests, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Except as set forth in Part 3.6 of the Disclosure Letter contains a complete Letter, the Company and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies its Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentencePermitted Encumbrances) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim its Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the such Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies them since the date of the such Balance Sheet (except for personal property acquired and sold since the date of the such Balance Sheet in the Ordinary Course of Business Business). The Company has delivered or made available to the Buyer copies of the deeds and consistent with past practiceother instruments (as recorded) [by which the Company and its Subsidiaries acquired title to any real property, which subsequently purchased or acquired and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to such property and assets. All such material owned properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim such Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim such Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens Encumbrances for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired of the Company and its Subsidiaries, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) items listed in any title reports issued with respect to such real property (the matters set forth in (a) through (d), "Permitted Encumbrances"). To the Knowledge of the Company, andall buildings, plants, and structures owned by the Company and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company and its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired the Company. [Sellers have Seller has delivered or made available to Buyer copies of the deeds deeds, leases and other instruments (as recorded) by which the Acquired Companies Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] . The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold or acquired since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests Ownership Interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests Ownership Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Ownership Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and.

Title to Properties; Encumbrances. Part 3.6 Each of the Disclosure Letter contains a complete Company and accurate list of all real propertythe --------------------------------- Company Subsidiaries has good, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good valid and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets which it purports to own (whether real, personalpersonal and mixed, or mixed tangible and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]), including including, without limitation, all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and having an aggregate book value not in excess of $ 1,000 sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [), and all the properties and assets purchased by the Company and Company Subsidiaries since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory [and short-short term investments]) are listed in Part 3.6 Section 3.10 of the Disclosure Letter]Schedule. All material properties and assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and the Interim Balance Sheet all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (a) mortgages or security interests liens shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests obligations [and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), Sheet,] with respect to which no default exists; (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (ib) minor imperfections of title, if any, none of which is are substantial in amount, materially detracts detract from the value or impairs impair the use of the property subject thereto, or impairs impair the operations of the Company or any Acquired CompanyCompany Subsidiary and which have arisen only in the ordinary course of business and consistent with past practice [since the date of the Balance Sheet]; and (c) liens for current taxes not yet due. The rights, andproperties and other assets presently owned, leased or licensed by the Company and the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the date hereof.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any the Acquired Company. [Sellers have . a. Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired Compthe Acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers Seller or the Acquired Companies Company and relating to such property or interests.] b. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Company or reflected as owned in the books and records of the Acquired Companies]Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. . c. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, , (ai) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (bii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (ciii) liens for current taxes not yet due, and and (div) with respect to real property, (iA) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any the Acquired Company, andand (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (v) All buildings, plants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 No member of the Disclosure Letter EntrePort Group owns its respective property and assets free and clear of Encumbrances. SCHEDULE 4.6 attached hereto lists and describes all Encumbrances. SCHEDULE 4.6 attached hereto also lists and describes all real property owned by each member of the EntrePort Group. SCHEDULE 4.6 attached hereto contains a complete and accurate list of all real propertyproperty leases, leaseholdssubleases, licenses, and use and occupancy agreements to which each member of the EntrePort Group is a party or which are used by any member of the EntrePort Group in the operation of their respective Businesses (collectively, "LEASES"). All such Leases are legal, valid, and binding obligations of the relevant member of the EntrePort Group and are in full force and effect, and, following the Closing, such Leases will continue to be legal, valid, and binding obligations of iSucceed or of ▇▇▇▇▇▇▇▇▇▇.▇▇▇, but EntrePort will have been released of any and all obligations thereunder for each of such Leases, and will be enforceable by iSucceed or by ▇▇▇▇▇▇▇▇▇▇.▇▇▇, if a party thereto, but no longer by EntrePort. There are no oral agreements in effect, but there are disputes, defaults, and forbearances in effect as to virtually all of such Leases. One or more members of the EntrePort Group are not in compliance with certain of the material terms and conditions of such Leases. One or more members of the EntrePort Group have, and, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, iSucceed or ▇▇▇▇▇▇▇▇▇▇.▇▇▇ but not EntrePort will have, after the Closing (including with respect to any Lease of real property located outside the United States), good and valid title to the leasehold estate or other interests therein owned by interest created under their respective Leases, free and clear of all Encumbrances. Subject to any Acquired Company. [Sellers have delivered or made available to Buyer copies such lack of compliance with certain of the deeds material terms and other instruments conditions of such Leases, each such Lease grants, and will continue to grant after the Closing, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, and to the normal expiration of such Lease at the end of its natural term (as recorded) by which unmodified since the Acquired Companies acquired date of this Agreement and without the occurrence of any acceleration thereof as a result of the Transactions), the applicable member of the EntrePort Group thereto the exclusive right to use the property that is the subject of such real property and interests, and copies Lease. Each member of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) EntrePort Group owns all the properties and assets (whether real, personal, personal or mixed and whether tangible or intangibleintangible and wherever located) that they purport each purports to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records own. The assets of the Acquired Companies], including all of the properties and assets reflected EntrePort Group set forth in the EntrePort's Quarterly Balance Sheet and the Interim Balance Sheet (except for properties owned or leased by EntrePort as of the date hereof and disclosed to M-Flex are all the assets held under capitalized leases disclosed or not and properties required to be disclosed in Part 3.6 conduct the Business of each member of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, EntrePort Group as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which it is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andcurrently conducted.

Title to Properties; Encumbrances. Part 3.6 Section 3.10 of the Magellan Disclosure Letter Schedule contains a complete and accurate list of all material real property, leaseholds, or other interests therein owned by Magellan and any Acquired Companyof its Subsidiaries. [Sellers have delivered or made available to Buyer copies Magellan and any of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies its Subsidiaries own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies Magellan and any of its Subsidiaries or reflected as owned in the books and records of the Acquired Companies]Magellan and any of its Subsidiaries, including all of the properties and assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.10 of the Magellan Disclosure Letter Schedule and personal property sold or otherwise disposed of since the date of the Magellan Balance Sheet and the Magellan Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Busine ssbusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies Magellan and any of its Subsidiaries since the date of the Magellan Balance Sheet (except for personal property acquired and sold since the date of the Magellan Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]). All material properties and assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet are free and clear of all material Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Magellan Balance Sheet or the Magellan Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Magellan Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes Taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Magellan or any Acquired Companyof its Subsidiaries, andand (ii) zoning Laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by Magellan and any of its Subsidiaries lie wholly within the boundaries of the real property owned by Magellan and any of its Subsidiaries and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.

Title to Properties; Encumbrances. Part 3.6 (a) Item 3.11(a) of the Vanguard Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein interest in real property owned by any Acquired Vanguard Company. [Sellers have Vanguard has made available for inspection by TACT and its counsel complete copies of each real property lease to which any Vanguard Company is a party. The Vanguard Companies are in compliance with all material terms of each such real property lease, and to the Knowledge of the Vanguard Companies, there exists no default or event which, with notice or the passage of time, would constitute an event of default thereunder. (b) Vanguard has delivered or made available to Buyer TACT copies of the deeds and other instruments (as recorded) by which the Acquired Vanguard Companies acquired such own or lease real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Vanguard Companies and relating to such real property or interests.] The Acquired . Except as set forth in Item 3.11(b) of the Vanguard Disclosure Schedule, the Vanguard Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies]own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Vanguard Companies since the date of the Interim Balance Sheet (except for personal property acquired and of the Vanguard Companies sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice) [), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Item 3.11(b) of the Vanguard Disclosure Letter]. Schedule. (c) All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are owned free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Interim Balance Sheet or in Item 3.11(b) of the Interim Balance Sheet Vanguard Disclosure Schedule as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of or time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)of Vanguard) or in Item 3.11(b) of the Vanguard Disclosure Schedule, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens Liens for current taxes not yet duedue and payable, and (d) with respect to real property, property (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Vanguard Company, andand (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

Title to Properties; Encumbrances. Part 3.6 (a) The Company does not own and has never owned any real property. Section 2.9(a) of the Company Disclosure Letter Schedule contains a complete and accurate list of all real property, leaseholds, leaseholds or other interests therein owned in real property held by any Acquired the Company. [Sellers have The Company has delivered or made available to Buyer Parent true, correct and complete copies of the deeds real property leases and other instruments (as recorded) by similar documents to which the Acquired Companies acquired such Company is party or pursuant to which it uses or occupies any real property. The Company has a valid leasehold interest and right to the use and occupancy of each parcel of real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys leased or subleased by the Company that is currently used in the possession conduct of Sellers or the Acquired Companies and relating to such property or interestsbusiness of the Company.] (b) The Acquired Companies own (with Company has good and marketable valid title in to or a valid leasehold interest in, as applicable, all of the case of material tangible assets and properties, real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, it owns or mixed and whether tangible purports to own, or intangible) that they purport to own [located uses in the facilities owned or operated by the Acquired Companies or its business, including those reflected as owned in the on its books and records and in the Financial Statements. Except as set forth on Section 2.9(a) of the Acquired Companies]Company Disclosure Schedule, including all of the material tangible assets and properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed owned, leased or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired used by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet Company are free and clear of all Encumbrances and are notLiens, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for: (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ci) liens for current taxes Taxes not yet duedue or which are being contested in good faith by appropriate proceedings if, and (d) with respect to real propertyin either such case, (i) minor imperfections of titlean adequate reserve, shall have been made therefor in the Most Recent Financial Statements or, if anycontested subsequent to the Most Recent Financial Statements, the Company’s financial statements; (ii) workmen’s, common carrier and other similar liens arising in the ordinary course of business, none of which is substantial in amount, materially detracts from the value or impairs the use of the asset or property subject thereto, or impairs the operations of any Acquired the Company; (iii) Liens of the lessor for sums not yet due and payable under the real property leases listed on Section 2.9(a) of the Company Disclosure Schedule; (iv) Liens affecting a lessor’s or licensor’s interest in personal property leased or licensed to the Company; (v) Encumbrances or Liens disclosed in the Financial Statements; and (vi) Encumbrances or Liens that do not interfere with the conduct of business of the Company and do not materially detract from the value of the underlying asset (collectively, “Permitted Encumbrances”). (c) With respect to each agreement set forth on Section 2.9(a) of the Company Disclosure Schedule: (i) each such agreement is a legal, valid and binding obligation of the Company and, to the knowledge of the Company, the other parties thereto, enforceable in all material respects against the Company and, to the knowledge of the Company, the other parties thereto in accordance with its terms; (ii) the Company is not in breach or default in any material respect under any such agreement and, to the knowledge of the Company, there has not been any breach or default in any material respect of any such agreement by the other parties thereto; and (iii) the Company has not received notice of any breach or default under such agreement. (d) To the knowledge of the Company, there are no condemnation, environmental, zoning or other land use regulation proceedings, either instituted or planned to be instituted, that would be reasonably likely to have a material adverse effect on the use and operation of the Company’s leased real property for its intended purpose.

Title to Properties; Encumbrances. Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recordeda) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real propertyOwned Real Property, subject only to the matters permitted by the following sentenceSection 3.10(b)) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required and (a) to be disclosed in Part 3.6 of the Disclosure Letter this Agreement, and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ssBusiness), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness). (b) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are will be free and clear of all Encumbrances at the Closing and are not, in the case of real propertyOwned Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ai) Encumbrances shown on SCHEDULE 3.10(b) to this Agreement, (ii) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (biii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (iv) Encumbrances for current Taxes that are not yet delinquent or event that, with notice or lapse of time or both, would constitute a default) existsare being contested in good faith by appropriate proceedings, (cv) landlord's liens for current taxes not yet dueor similar Encumbrances incurred in the Ordinary Course of Business, and (dvi) with respect to real property, (iA) minor imperfections of titletitle or other Encumbrances of any kind or character, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, andand (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto (the Encumbrances described in clauses (i), (ii), (iii), (iv), (v) and (vi) above are collectively referred to herein as "PERMITTED ENCUMBRANCES"). (c) All the real property interests and improvements, furniture, fixtures and equipment relating thereto, and the operation of the businesses by the Acquired Companies thereon, conform to any and all applicable health, fire, safety, zoning and building laws, ordinances and regulations, except for any non-conformance that would not have a material adverse effect upon the Acquired Companies taken as a whole.