Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached hereto. 5.9.2 None of the Non-Hudson Assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except (i) as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or (iii) those imperfections of title and encumbrances, if any, which (A) are not substantial in character, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assets.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (a) SCHEDULE 3.8A hereto lists all real properties and interests therein leased by the Company or any Subsidiary as of Seller are listed on Exhibit 1.4 attached heretothe date hereof. All Non-Hudson personal property Neither the Company nor any of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached heretoits Subsidiaries owns any real property. 5.9.2 None of (b) With respect to real property leased or subleased by the Non-Hudson Assets are subject to Company or any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwiseSubsidiary, except as set forth in SCHEDULE 3.8A, (i) each lease or sublease (each, a "Lease" and collectively, "Leases") is in full force and effect as disclosed in Schedule 5.9 attached hereto, of the date hereof; (ii) as expressly set forth neither the Company nor any Subsidiary is and, to the Knowledge of the Company, no other party to such Leases is in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities breach or as otherwise expressly permitted by the terms hereof, default or has repudiated any provision thereof; and (iii) those imperfections of title and encumbrances, if any, which (A) are not substantial in character, amount the Company or extent and do not materially detract from the value one of the properties for use in connection with the operation Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of the Non-▇▇▇▇▇▇ Business subject theretoLeases. The Company has delivered to the Buyer complete and accurate copies of each of the written Leases, including all amendments thereto (B) do not interfere and with either respect to any oral Lease, a written summary of the present and continued use material terms of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 Lease). With respect to each Lease: (i) such Lease has not been modified in any material respect, and (ii) except for Permitted Liens or as otherwise disclosed on SCHEDULE 3.8A OR SCHEDULE 3.8B, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or encumbered any interest in such Lease. (c) Except as set forth in SCHEDULE 3.8B, each of the buildings, structures Company and the Subsidiaries has good title to all tangible personal property shown as owned by the Company and the Subsidiaries on their respective books and records (except for tangible personal property acquired under installment purchase contracts or appurtenances included within held pursuant to the Non-Hudson Real Estate Assets, Seller leases disclosed in SCHEDULE 3.10 or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of not required to be disclosed in such buildings, structures or appurtenances (or any equipment thereinSchedule), nor the operation or maintenance thereofin each case free and clear of all Liens, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required except for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate AssetsPermitted Liens.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (a) The Company's interests in the Properties are such that, after giving effect to existing Encumbrances (i) the Company is entitled, during the respective lives of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson the Properties, to a share of all oil, gas and other minerals produced from each of the Properties which is not less than the net revenue interest described in Section 3.6(a) of the Disclosure Letter for such Properties except with respect to any changes in such interests which may result from the expansion or contraction of any applicable units pursuant to the terms of the Unit Agreement, the Unit Operating Agreement or applicable statutes, rules or regulations, (ii) the Company owns an undivided interest equal to the working interest described in Section 3.6 of the Disclosure Letter in and to all property and rights incident such working interest including all rights in, to and under all agreements, leases permits and easements, licenses and orders in any way relating thereto, and in and to all ▇▇▇▇▇, personal property property, fixtures and improvements thereon, appurtenant thereto or used or obtained in connection therewith or with the production or treatment or sale or disposal of Seller included hydrocarbons or water produced therefrom or attributable thereto, (iii) the Company is obligated, during the respective lives of the Properties, for a fraction of the costs relating to the exploration, development, operation and maintenance of each of the Properties no greater than the working interest described in Seller's Non-Hudson AssetsSection 3.6(a) of the Disclosure Letter without a proportionate increase in the net revenue interest attributable thereto except with respect to any changes in such interests which may result from the expansion or contraction of any applicable units pursuant to the terms of the Unit Agreement, including inventory and suppliesthe Unit Operating Agreement or applicable statutes, is listed in Schedule 5.9 attached heretorules or regulations,. 5.9.2 None (b) Neither the Sellers nor the Company has ever been advised by any lessor under any of the Non-Hudson Assets leases, nor by the operator of the Properties of a breach or default, which claim of breach or default has not been resolved. (c) Except as set forth in Section 3.6(c) of the Disclosure Letter, the Properties are not subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, Encumbrance except (i) as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or (iii) those imperfections of title and encumbrancestitle, if any, which (A) are not substantial in character, amount or extent and as do not materially detract from the value or interfere with the use of the properties Properties for use in connection with the operation of purposes for which they are presently used or otherwise materially impair the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal business operations of the Non-▇▇▇▇▇▇ BusinessCompany, (ii) liens for taxes and general and special assessments not in default and payable without penalty or interest, (iii) liens which have not materialized that are created by or arise under contracts for the sale, purchase, exchange or processing of hydrocarbons, (iv) liens which have not materialized that are created by or arise under any operating agreement, pipeline, gathering or transportation agreement or other agreement pursuant to which the Properties are otherwise subject, and (Cv) have arisen only easements, rights- of-way, servitudes, permits, surface leases and other conditions, restrictions or rights in the ordinary course respect of business. 5.9.3 With respect to each of the buildingssurface operations, structures or appurtenances included within the Non-Hudson Real Estate Assetstimber leases, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Businesspipelines, roads, highways railways, power lines, grazing, logging, canals ditches, and none the like on, over or in respect of any of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable interests for the purposes used, for which they are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to presently used (collectively together with the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies items set forth in Section 3.6(c) of the most recent owner's title insurance policiesDisclosure Letter, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assets.the "Permitted Encumbrances"). -----------------------

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets The Acquired Companies own (with good and marketable title in the case of Seller are listed on Exhibit 1.4 attached heretoreal 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 all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice. All Non-Hudson personal property material properties and assets reflected in the Balance Sheet are free and clear of Seller included all Encumbrances and are not, in Seller's Non-Hudson Assetsthe case of real property, including inventory and supplies, is listed in Schedule 5.9 attached hereto. 5.9.2 None of the Non-Hudson Assets are subject to any mortgagerights of way, pledgebuilding use restrictions, lienexceptions, chargevariances, security interestreservations, encumbrance, restriction, lease, license, easement, liability or adverse claim limitations of any nature whatsoeverexcept, direct with respect to all such properties and assets, (a) mortgages or indirectsecurity interests shown on the Balance Sheet as securing specified liabilities or obligations, whether accruedwith respect to which no default (or event that, absolutewith notice or lapse of time or both, contingent would constitute a default) exists, (b) mortgages or otherwisesecurity interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), except 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) as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or (iii) those minor imperfections of title and encumbrancestitle, if any, none of which (A) are not is substantial in characteramount, amount materially detracts from the value or extent impairs the use of the property subject thereto, or impairs the operations of any Acquired 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 Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not materially detract from encroach upon the value of the properties for use in connection property of, or otherwise conflict with the operation of the Non-▇▇▇▇▇▇ Business subject theretoproperty rights of, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of businessany other Person. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assets.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (a) The Sellers have good and marketable fee simple title to the Owned Property, in each case free and clear of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached heretoall Liens except for Permitted Encumbrances. 5.9.2 None (b) Except as reflected on Schedule 2.13(b) and except for the Permitted Encumbrances: (i) the Sellers have, and will transfer to the Purchaser at Closing, all easements, real property licenses, and rights of way and similar rights necessary to conduct business on the Owned Property; (ii) no portion of any of the Non-Hudson Assets are Owned Property is subject to any mortgagepending condemnation proceeding or proceeding by any Governmental Entity adverse to the Owned Property and, pledgeto the Sellers' Knowledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability there is no threatened condemnation or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except (i) as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes proceeding with respect thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or ; (iii) those imperfections of title and encumbrancesthe Plants, if anyincluding, which (A) are not substantial in characterwithout limitation, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assetsimprovements, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Businessstructures, fixtures, heating, ventilation, and none of such buildingsair conditioning systems, structures or appurtenances (or any equipment therein)roof, nor the operation or maintenance thereoffoundation, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Sellerand floors, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition condition, normal wear and repairtear excepted, and are suitable fit for the purposes usedfor which they are being used (except for the boiler house/chimney stack referred to in Section 6.20); (iv) the Sellers have not received any pending written or, to the Sellers' Knowledge, oral notice that the Owned Property is in violation of any covenants, restrictions, or documents of record; (v) since the Statement Date, no written or, to the Sellers' Knowledge, oral notice of any increase in the assessed valuation of the Owned Property or of any contemplated special assessment has been received by any Seller, nor, to the Sellers' Knowledge, has any special assessment been threatened; (vi) there are no leases, subleases, licenses, concessions, or other agreements, written or, to the Knowledge of the Sellers, oral, granting to any party or parties other than the Sellers the right of use or occupancy of any portion of the parcels of the Owned Property, except the Permitted Encumbrances; (vii) there are no parties other than the Sellers in possession of any portions of the parcels of the Owned Property; (viii) all facilities located on any parcel of the Owned Property are supplied with utilities and other services necessary for the operation of such facilities in the manner in which they have been operated immediately prior to the date of this Agreement, all of which services are adequate and sufficient for all current operations to conduct that portion of CNHWC and/or Seller and are directly related the Business conducted at each of such facilities in the manner in which they have been operated immediately prior to the Non-▇▇▇▇▇▇ Business. date of this Agreement; (ix) no Seller has provided is a party to any written or, to the Sellers' Knowledge, oral agreements or undertakings with owners or users of properties adjacent to any facility located on any parcel of Owned Property relating to the use, operation, or maintenance of such facility or any adjacent real property, except the Permitted Encumbrances; (x) all real estate taxes and assessments relating to the Owned Property have been paid through December 31, 1994; (xi) the Sellers have furnished the Purchaser complete with copies of all unexpired and transferable improvement warranties relating to the most recent owner's title insurance policiesPlants; and (xii) there are no pending or, binders to the Sellers' Knowledge, threatened, requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Owned Property and certificates the Sellers do not have Knowledge of and have not received any written notice from any Governmental Entity of any plans, studies, or opinions efforts by any Governmental Entity that would affect the present use or zoning of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assetsany property or realign or relocate any adjacent street or highway.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (i) Schedule 5.1(p)(i) hereto contains a complete and accurate list of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal all of the owned real property of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached heretothe Company or the Subsidiaries (the "Owned Property"). 5.9.2 None (ii) Schedule 5.1(p)(ii) hereto contains a complete and accurate list of all real property leased by the Company or the Subsidiaries pursuant to one or more leases (the "Leased Premises"). The Owned Property and the Leased Premises (together, the "Real Property") constitute all real property used or occupied by the Company and the Subsidiaries as of the Non-Hudson Assets are date hereof. (iii) With respect to the Real Property, except as set forth on Schedule 5.1(p)(iii), (A) to the knowledge of the Company, without investigation, no portion thereof is subject to any mortgagepending condemnation, pledgefire, lienhealth, chargesafety, security interestbuilding, encumbranceenvironmental, restrictionhazardous substances, leasepollution control, zoning or other land use regulatory proceedings or proceeding by any public or quasi-public authority; (B) the physical condition thereof is sufficient to permit the conduct of the business of the Company and its Subsidiaries as presently conducted; (C) there are no written Contracts to which the Company or any of the Subsidiaries is a party, granting to any party or parties the right of use or occupancy of the Real Property; (D) to the knowledge of the Company, without investigation, there is no assessment pertaining to any of the Real Property nor has the Company received any written notice of a violation or claimed violation of any real property law. (iv) All licenses, Permits, easements and rights of way including proof of dedication, required from all Governmental Authorities having jurisdiction over the Real Property for the use and operation of the Real Property by the Company and its Subsidiaries for their respective businesses as presently conducted and to provide vehicular and pedestrian ingress to and egress from the Real Property have been obtained, except where the failure to obtain any such license, easementPermit, liability easement or adverse claim right of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except way would not be reasonably expected to have a Material Adverse Effect with respect to the Company. (iv) Except as disclosed in Schedule 5.9 attached hereto5.1(p)(v), (ii) as expressly set forth each of the Company and the Subsidiaries have good and valid title to or a valid leasehold interest in all Real Property and the material tangible personal properties reflected on the Company's balance sheet included in the CNHWC Balance Sheet Unaudited Financial Statements (including the notes thereto) as securing specific liabilities except for Company property sold, consumed or as otherwise expressly permitted by the terms hereofdisposed of since December 20, or (iii) those imperfections of title and encumbrances1997, if any, which (A) are not substantial in character, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress business and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment thereinconsistent with past practice), nor in each case free and clear of all title defects or objections, liens, claims, charges, pledges, mortgages, security interests or other encumbrances of any nature whatsoever ("Encumbrances"), except for Encumbrances which would not be reasonably likely to have a Material Adverse Effect on the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate AssetsCompany.

Title to Properties; Encumbrances. 5.9.1 All (a) Except as set forth in Section 2.09 of the Disclosure Schedule: (i) each of McCu▇▇▇▇▇ ▇▇▇ the McCu▇▇▇▇▇ ▇▇▇sidiaries has good and marketable indefeasible fee simple title to all the assets (whether real, personal or tangible or intangible) relating to the McCu▇▇▇▇▇ ▇▇▇iness including, without limitation, any molds used to manufacture plastic molded parts for McCu▇▇▇▇▇ ▇▇▇ducts and any such plastic molded parts that have been manufactured (and which as and at the Closing Date shall include the Non-Hudson Real Estate Owned McCu▇▇▇▇▇ ▇▇▇ets) (the "Assets of Seller the McCu▇▇▇▇▇ ▇▇▇iness") other than those assets which are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property licensed to or leased or (ii) as of Seller included in Seller's Non-Hudson Assetsthe date of execution hereof, including inventory Shop Vac and supplies, is listed in Schedule 5.9 attached hereto. 5.9.2 None the Shop Vac Affiliates have good and marketable indefeasible fee simple title to all of the Non-Hudson Assets Owned McCu▇▇▇▇▇ ▇▇▇ets (whether real, personal or tangible or intangible) other than those Non-Owned McCu▇▇▇▇▇ ▇▇▇ets which are subject licensed to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim leased or rented by Shop Vac or a Shop Vac Affiliate; in each case free and clear of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwiseall liens and encumbrances, except (i) as disclosed in Schedule 5.9 attached heretoliens for taxes, assessments, water and sewer charges, excises, license fees and all other fees, special assessments and charges assessed or imposed by a public body which are not yet due and payable; (ii) as expressly set forth defects and irregularities in title not materially adversely affecting such property or the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or use therefore; (iii) those publicly recorded easements to utility companies, municipalities or public authorities for utility lines and facilities servicing any real property and not materially adversely affecting such real property or the use thereof; and (iv) zoning and land use and occupancy restrictions, provided that there has been no violation of such restrictions; (v) such imperfections of title title, easements and encumbrances, if any, which (A) as are not substantial in character, amount or extent extent, and do not materially detract from the value of such property or assets as now used, or materially interfere with any present or material use of such property or assets; and (vi) prior to the properties for use in connection with the operation Closing, liens of the Non-▇Lenders' Agent ((i) to (vi) and the matters set forth on section 2.09 of the Disclosure Schedule, collectively, "Permitted Liens"). (b) Section 2.09 of the Disclosure Schedule lists all real property owned by McCu▇▇▇▇▇ Business subject thereto, (B) do not interfere with either ▇▇ the present and continued use of such property or the conduct of the normal operations of the Non-▇McCu▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business▇▇▇sidiaries. 5.9.3 With respect to each (c) There are no developments affecting any such property or assets (whether real or personal) pending or threatened which might materially detract from the value of the buildings, structures such property or appurtenances included within the Non-Hudson Real Estate Assets, Seller assets or CNHWC has adequate rights materially interfere with any present or intended use of ingress and egress thereto for operation of the Non-▇any such property or assets. (d) McCu▇▇▇▇▇ Business▇▇▇rently has access to (i) public roads or valid easements over private streets or private property for such ingress and egress from and support of all such real property and (ii) water supply, storm and none of such buildingssanitary sewer facilities, structures or appurtenances (or any equipment therein)telephone, nor gas and electrical connections, fire protection, drainage and other public utilities, as is necessary for the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge conduct of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇McCu▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies iness. (e) None of the most recent owner's title insurance policiesmaterial structures on such owned real properties encroaches upon real property of another person, binders and certificates or opinions no structures of title heretofore issued to CNHWC with respect to each parcel any other person substantially encroaches upon any of owned Non-Hudson Real Estate Assetssuch real properties.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (a) Exhibit 4.6(a) hereto describes all real property or interests therein owned or leased by Seller and used in the Business. Seller has delivered to Buyer copies of all deeds, leases, title insurance policies, title reports and other instruments (as recorded) related to Seller's acquisition of such real property and interests. (b) Except as set forth in Exhibit 4.6(b) hereto, Seller are has good, valid and marketable title to all of the Assets, subject to any Permitted Exceptions, any landlord rights with respect to any fixtures located on leased property which cannot be removed pursuant to terms of a lease and to the mortgages and security agreements listed on Exhibit 1.4 attached 4.6(b) hereto, which Seller will discharge at Closing. All Non-Hudson personal property The instruments of Seller included transfer described in Section 3.2 are sufficient to vest in Buyer all of Seller's Non-Hudson right, title and interest in and to the Assets, including inventory . The assignment of Seller's rights in any lease will be subject to receipt of the consents relating thereto set forth in Exhibits 4.3 and supplies, is listed in Schedule 5.9 attached hereto4.4. 5.9.2 None (c) Except as set forth in Exhibit 4.6(c) hereto, all of the Non-Hudson Assets are held by Seller and will be acquired by Buyer free and clear of all Encumbrances (and are not, except for Permitted Exceptions, in the case of real property, subject to any mortgagerights of way, pledgebuilding use restrictions, lienexceptions, chargevariances, security interest, encumbrance, restriction, lease, license, easement, liability reservations or adverse claim limitations of any nature whatsoever) except, direct or indirectwith respect to all such properties and assets, whether accrued, absolute, contingent or otherwise, except (i) liens for current taxes not yet due and payable. Except as disclosed in Schedule 5.9 attached hereto, (ii) as expressly set forth in Exhibit 4.6(c) hereto, no financing statement under the CNHWC Balance Sheet (including Uniform Commercial Code which has not expired or been terminated and which names Seller as the notes thereto) as securing specific liabilities or as otherwise expressly permitted by the terms hereof, or (iii) those imperfections of title and encumbrances, if any, which (A) are not substantial debtor is on file in character, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete copies of the most recent owner's title insurance policies, binders and certificates or opinions of title heretofore issued to CNHWC jurisdiction with respect to each parcel any of owned Non-Hudson Real Estate the Assets, and Seller has not signed any such financing statement or any security agreement authorizing any secured party thereunder to file any such financing statement with respect to any of the Assets. (d) The Assets include all rights, properties and other assets necessary to permit Buyer to conduct the Business after the Closing in all material respects in the same manner as it is conducted on, and has been conducted prior to, the date of this Agreement by Seller.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property of Seller included in Seller's Non-Hudson Assets(a) The assets (tangible and intangible) owned or leased by the Company, including inventory UrbanNet Parent and suppliesthe Subsidiaries, is listed in Schedule 5.9 attached hereto. 5.9.2 None of the Non-Hudson Assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except which they (i) as disclosed in Schedule 5.9 attached hereto, otherwise have the right to use or (ii) will own, lease or otherwise have the right to use as expressly set forth of the applicable Closing Date, constitute all of the assets of Seller and its subsidiaries held for use or used primarily in connection with the Developmental Businesses and are generally adequate to conduct such businesses as currently conducted. (b) The Company, UrbanNet Parent and the Subsidiaries do not own any material assets (tangible or intangible) other than those used primarily in, or held primarily in connection with, the Developmental Businesses. (c) The Company, UrbanNet Parent and each Subsidiary has good and valid title to its respective assets as reflected on the Balance Sheets (except for assets sold in the CNHWC Ordinary Course since the Balance Sheet Date), free and clear of all defects and Liens except: (including i) Liens disclosed to Buyer in writing prior to the notes theretodate hereof (ii) as securing specific liabilities or as otherwise expressly permitted by Liens arising in the terms hereofOrdinary Course, or deposits to obtain the release of such Liens; (iii) those Liens for current taxes not yet due and payable; and (iv) Liens or minor imperfections of title and encumbrances, if any, which (A) are not substantial in character, amount or extent and that do not materially interfere with the use or detract from the value of such property and in the aggregate do not have a Material Adverse Effect. (d) Upon consummation of the transactions contemplated by this Agreement, (i) Buyer will obtain, through acquisition of the UrbanNet Shares and the Company Shares (and/or, if applicable, the capital stock of TEC Air and the assets (and liabilities) of International) and through the services and arrangements described in Sections 10.03 and 10.04, all of the properties for use and assets (tangible and intangible) that are used in connection with and necessary to the conduct of the Developmental Businesses by Seller (the "Developmental Business Assets"), and (ii) there will be no significant properties, assets, services or arrangements used in the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (BDevelopmental Business(es) do acquired on such date and owned by any Person that will not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only in the ordinary course of business. 5.9.3 With respect to each of the buildings, structures or appurtenances included within the Non-Hudson Real Estate Assets, Seller or CNHWC has adequate rights of ingress and egress thereto for operation of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge of the Seller, all of the Non-Hudson Assets owned, be leased or used by Seller and/or CNHWC and required for the ordinary operation of Seller's Non-▇▇▇▇▇▇ Business are in good operating condition and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has licensed or provided to Purchaser complete copies of the most recent owner's title insurance policiesBuyer under valid, binders and certificates current leases or opinions of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assetslicense or other arrangements.

Title to Properties; Encumbrances. 5.9.1 All Non-Hudson Real Estate Assets (a) Exhibit 4.15(a) contains a list, by category, of Seller are listed on Exhibit 1.4 attached hereto. All Non-Hudson personal property of Seller included in Seller's Non-Hudson Assets, including inventory and supplies, is listed in Schedule 5.9 attached hereto. 5.9.2 None all of the Non-Hudson Assets are subject to any mortgage, pledge, lien, charge, security interest, encumbrance, restriction, lease, license, easement, liability or adverse claim of any nature whatsoever, direct or indirect, whether accrued, absolute, contingent or otherwise, except and assets owned by the Northstar Subsidiaries including those reflected on the Contributed Business Balance Sheet (excluding (i) as disclosed assets and properties sold since the Balance Sheet Date in Schedule 5.9 attached hereto, the ordinary course of business and consistent with past practice and all assets and properties purchased by Northstar or the Northstar Subsidiaries since the Balance Sheet Date and (ii) as expressly set forth in the CNHWC Balance Sheet (including the notes thereto) as securing specific liabilities raw materials and other supplies purchased or as otherwise expressly permitted by the terms hereof, or (iii) those imperfections of title and encumbrances, if any, which (A) are not substantial in character, amount or extent and do not materially detract from the value of the properties for use in connection with the operation of the Non-▇▇▇▇▇▇ Business subject thereto, (B) do not interfere with either the present and continued use of such property or the conduct of the normal operations of the Non-▇▇▇▇▇▇ Business, and (C) have arisen only sold in the ordinary course of business). 5.9.3 With respect (b) Except as set forth in the Financial Statements or in Exhibit 4.15(b), either Northstar or a Northstar Subsidiary (i) has good and marketable title to each piece of Fee Property listed in Exhibit 4.15(a) and to the Improvements thereon, in each case free and clear of all Encumbrances, except for Permitted Encumbrances, and (ii) has title to all of the buildingsother tangible Properties, structures or appurtenances included within the Non-Hudson Real Estate Assetsfree and clear of all Encumbrances, Seller or CNHWC has adequate rights of ingress and egress thereto except for operation Permitted Encumbrances. As a result of the Non-▇▇▇▇▇▇ Business, and none of such buildings, structures or appurtenances (or any equipment therein), nor delivery to the operation or maintenance thereof, violates any restrictive covenant binding upon CNHWC or Seller. To the knowledge Company of the SellerConveyance Instruments, all of the Non-Hudson Assets ownedare owned free and clear of all Encumbrances, leased except Permitted Encumbrances and encumbrances created by the Company (whether or used by Seller and/or CNHWC and not arising from the transactions contemplated hereby). (c) The Assets are all the assets required for the ordinary operation conduct of Seller's Non-▇▇▇▇▇▇ the Business are in good operating condition as it is presently contemplated. (d) Complete and repair, are suitable for the purposes used, are adequate and sufficient for all current operations of CNHWC and/or Seller and are directly related to the Non-▇▇▇▇▇▇ Business. Seller has provided to Purchaser complete accurate copies of the most recent owner's title insurance policiesmortgages listed in Exhibit 4.15(b) (the “Surviving Mortgages”) heretofore have been furnished to the Manager. None of the Surviving Mortgages has been amended or modified except as indicated in Exhibit 4.15(b) and the aggregate amount of all principal, binders interest, and certificates other sums that is secured by each of the Surviving Mortgages as of the Contribution Date does not exceed the amount reflected in Exhibit 4.15(b). (e) All principal, interest, and other sums due and payable in accordance with the terms of the Existing Mortgages have been paid. (f) Neither Northstar nor any Northstar Subsidiary has received any notice of default under any of the Existing Mortgages, nor, to the knowledge of Northstar, is any such notice pending or opinions do reasons exist for the giving of title heretofore issued to CNHWC with respect to each parcel of owned Non-Hudson Real Estate Assetssuch notice.