good and marketable title to all material properties and tangible assets owned by it, free and clear of all liens, charges,

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

THAT Seller hereby warrants to Buyer, its successors and assigns, that it is the holder of good and marketable title to the Aircraft and has the right to sell the same as aforesaid and that this Warranty Bill of Sale conveys to Buyer on the date hereof, good and marketable title to the Aircraft, free and clear of all Liens, encumbrances and rights of others, and that Seller will warrant and defend such title forever against all claims and demands whatsoever.

Properties. Except as set forth in the INTERLOK Disclosure Schedule, INTERLOK and SHAREHOLDERS have good and marketable title to all of the INTERLOK Common Stock, free and clear of all liens, claims and encumbrances of third persons whatsoever, and INTERLOK has good and marketable title to all of the assets and properties which it purports to own as reflected on the balance sheet included in the INTERLOK Financial Statements (as defined herein), or thereafter acquired.

a Loan Party does not have good, valid, and marketable title thereto, free and clear of all Liens except for Agent’s Lien and Permitted Liens,

Title to Property. 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 except such as are described in [Schedule 3(u)], if attached hereto, 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

Title to Assets; Encumbrances. Seller has good and marketable title or a valid leasehold or license interest to the Assets. None of the Assets is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, variance, charge or limitation of any kind. At the Closing, Buyer shall receive good and marketable title to the Assets, free of any liens, claims or encumbrances. The Assets and the Assumed Contracts include all rights, properties and other assets necessary to permit Buyer to conduct the Proposed Business in all material respects in the same manner as it is conducted on, and has been conducted prior to, the Effective Date and the Closing Date.

Title to the Purchased Shares. Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens (other than those imposed by applicable securities Laws), and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer’s payment of the Purchase Price payable at the Closing in accordance with [Section 1.3], the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.

The Seller has good and marketable title to the Seller’s Assets, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.

Except as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries has # good and marketable fee title to all of its owned Real Property Assets and # good and valid title to the leasehold estates in all of the leased Real Property Assets, in each case free and clear of all Liens except Permitted Liens.