Title Insurance Policies. Purchaser shall have received a Title Insurance Policy insuring Purchaser’s or Purchaser’s designee’s good and marketable title (subject to no Liens other than Permitted Liens) to each parcel of real property that is part of an Owned Facility, located in the United States.

Warranty of Title. Pledgor warrants and represents to Lender that, upon information and belief, it is the owner of all of its personal property including, without limitation, all personal property wherever located, whether now existing or owned or hereafter arising or acquired, whether or not subject to the Uniform Commercial Code, as the same may be in effect in the State of New York, as amended from time to time, and whether or not affixed to any realty including, without limitation: # all accounts, chattel paper, investment property, deposit accounts, documents, equipment, farm products, general intangibles (including trademarks, service marks, trade names, patents, copyrights, licenses and franchises), instruments, inventory, money, letter of credit rights, causes of action (including tort claims) and other personal property (including agreements and instruments not constituting chattel paper or a document, general intangible or instrument); # all additions, accessions to, substitutions for, or replacements of the foregoing; # all proceeds and products of the foregoing including insurance proceeds; and # all business records and information relating to any of the foregoing and any software or other programs for accessing and manipulating such information (collectively referred to herein as the “Collateral”) and Pledgor holds the Collateral free and clear of any and all liens or claims or encumbrances of any nature whatsoever.

Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

Title and Duties. Effective as of Effective Date, [[Organization A:Organization]] will continue to employ Employee as its President and Chief Executive Officer, having such duties as are consistent with those of a President and Chief Executive Officer for similar businesses, and such duties as requested by [[Organization A:Organization]] in connection with [[Organization A:Organization]] business, affairs and operations of [[Organization A:Organization]], subject to [[Organization A:Organization]] direction of [[Organization A:Organization]]’s Board of Directors ([[Organization A:Organization]] “Board”) and pursuant to [[Organization A:Organization]] terms and conditions set forth in this Agreement. [[Organization A:Organization]] Employee hereby agrees to act in that capacity under [[Organization A:Organization]] terms and conditions set forth in this Agreement. Employee shall serve [[Organization A:Organization]] faithfully and to [[Organization A:Organization]] best of Employee’s ability and shall at all times act in accordance with [[Organization A:Organization]] law. Employee shall devote Employee’s full working time, attention and efforts to performing Employee’s duties and responsibilities under this Agreement and advancing [[Organization A:Organization]]’s business interests. Employee shall follow applicable policies and procedures adopted by [[Organization A:Organization]] from time to time, including without limitation [[Organization A:Organization]]’s Confidentiality Policy and other Corporation policies, including those relating to business ethics, conflict of interest and non-discrimination. Employee shall not, without [[Organization A:Organization]] prior written consent of [[Organization A:Organization]] Board, accept other employment or engage in other business activities during Employee’s employment with [[Organization A:Organization]] that may prevent Employee from fulfilling [[Organization A:Organization]] duties or responsibilities as set forth in or contemplated by this Agreement. Notwithstanding [[Organization A:Organization]] above, Employee shall be permitted to continue her current Board positions on two non-profit boards.

The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .

Title to Intellectual Property. Except as expressly provided for under the terms of this Services Agreement, each Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property which is owned, licensed or otherwise used by any Provider or any of their respective Affiliates or any Third Party, if applicable, by reason of the provision or receipt of the services provided hereunder. Each Recipient agrees not to remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any Intellectual Property owned, licensed or used by any Provider or any of their respective Affiliates or any Third Party, if applicable, and each Recipient agrees to reproduce any such notices on any and all copies thereof. Each Recipient agrees not to attempt to decompile, translate, reverse engineer or disassemble any Intellectual Property owned, licensed or used by any Provider or their respective Affiliates or any Third Party, if applicable, and a Recipient shall promptly notify its respective Provider of any such attempt, including by any employee or representative of such Recipient or by any Third Party, of which such Recipient becomes aware.

Title to Properties; Authority. Borrowers have full power, authority and legal right to own and operate the properties which it now owns and operates, and to carry on the lines of business in which it is now engaged, and has good and marketable title to the Mortgaged Property subject to no Lien of any kind except Liens permitted by this Agreement. Borrowers have full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Agreement and the other Loan Documents. Borrowers further represent to Bank that any and all after acquired interest in any one or more of the Mortgaged Property being concurrently or subsequently assigned of record to Borrowers is and shall be deemed encumbered by the Mortgage in all respects.

The Executive’s title and duties under this Agreement are set forth in Exhibit A of this Agreement.

Title to Assets; Liens. Except for Permitted Liens, all of the Collateral and equity Securities issued by the Loan Parties’ Subsidiaries held by the Loan Parties are free from all Liens of any nature whatsoever. Except for Permitted Liens, the Loan Parties have good and sufficient title to all of their Collateral and equity Securities issued by the Loan Parties’ Subsidiaries held by the Loan Parties. Neither this Agreement, nor any of the other Loan Documents, nor any transaction contemplated under any such agreement will affect any right, title, or interest of any Loan Party in and to any of the Collateral in a manner that could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

No Adverse Proceeding; Title. There is no litigation, adverse proceeding or investigation pending or threatened against the Seller, before any governmental authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Purchaser. The Seller is not # in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Purchaser or # subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Purchaser.