Properties. The Company has valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible Assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Properties.Title to Assets. The Company has valid land use rights for all real property that is material to its business and good, cleargood and marketable title to, a valid leasehold interest in, or has the valid and enforceable right to use, all the tangiblematerial properties and assets (whether tangible Assetsor intangible) located at its business facilities, reflected as owned in the latest balance sheet as being ownedbooks and records of the Company, purchased, used or otherwise acquired by the Company or acquired afterin connection with the date thereof which are, individually or inconduct of the aggregate, material to the Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business),Business as presently conducted, free and clear of all Material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.Encumbrances, other than Permitted Liens.

Properties.Ownership of Property. The Company and each of its Subsidiaries has valid land use rights forgood and marketable title as to all real property that is material to its businessowned by it and good, clear and marketablegood title to all the tangibleassets and properties and tangible Assets reflected in the latest balance sheet as being owned by the Company or acquired after the date thereof which are, individually orand such Subsidiary in the aggregate, material toconduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the Company’s businessReports or acquired subsequent thereto (except to the extent that such assets and properties sold or otherwisehave been disposed of since the date thereof in the ordinary course of business)business, since the date of such balance sheet), free and clear of all Material Liens,subject to no encumbrances, claims,liens, mortgages, security interest, options and restrictions ofinterests or pledges, except # those items which secure liabilities for public or statutory obligations or any nature whatsoever. Any real property and facilities held under leasediscount with, borrowing from or other obligations to the Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by the CompanyBank acting in a fiduciary capacity, # statutory liens for amounts not yet delinquent or which are held by them under valid, subsistingbeing contested in good faith and enforceable leases of which the Company is in compliance, except# such as coulddo not, individually or in the aggregate, havematerially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company or reasonably be expectedany of its Subsidiaries. The Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to resultthe Company or such Subsidiary, as applicable, in a Material Adverse Effect.the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes except as otherwise disclosed in the Company’s Reports and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in the Company’s Reports.

Properties. The Company and its Subsidiaries each has good and valid land use rights for all real property that is material to its business and good, clear and marketable title to all the tangible properties and tangible Assets reflected(and, in the latest balance sheet as being owned bycase of Owned Real Property, good and marketable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on the CompanyBalance Sheet or acquired after the date thereof which are, individually or in the aggregate, material to the Company’s business (exceptBalance Sheet Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the date thereof in the ordinary course of business),Balance Sheet Date. All such properties and assets are free and clear of all MaterialLiens except for Permitted Liens, encumbrances, claims, security interest, optionsLiens imposed by or on Purchaser, and restrictions of any nature whatsoever. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases of which the Company is in compliance, except as could not, individually or in the aggregate, have or reasonablyLiens securing Closing Date Indebtedness to be expected to result in a Material Adverse Effect.Repaid.

Properties. The Company has valid land use rights for all real property that is material toand its businessSubsidiaries have good and good, clear and marketablesufficient title to their respective properties that individually or in the aggregate are Material, including all the tangiblesuch properties and tangible Assets reflected in the latestmost recent audited balance sheet as being ownedreferred to in [Section 5.5] or purported to have been acquired by the Company or acquiredany Subsidiary after thesaid date thereof which are, individually or in the aggregate, material to the Company’s business (except propertiesas sold or otherwise disposed of since the date thereof in the ordinary course of business), in each case free and clear of all Material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever. Any real property and facilities held under leaseLiens prohibited by the Company are held by them under valid, subsisting and enforceablethis Agreement. All leases of which the Company is in compliance, except as could not,that individually or in the aggregate, have or reasonably be expected to resultaggregate are Material are valid and subsisting and are in a Material Adverse Effect.full force and effect in all material respects.

Properties.Title to Property. The Company has valid land use rights forand its Subsidiaries have good and marketable title in fee simple to all real property that is material to its business and good, cleargood and marketable title to all the tangible properties and tangible Assets reflected in the latest balance sheet as beingpersonal property owned by the Company or acquired after the date thereofthem which are, individually or in the aggregate,is material to the Company’s business (except properties sold or otherwise disposed of since the date thereofCompany and its Subsidiaries, in the ordinary course of business),each case free and clear of all liens, encumbrances and defects except such as are described in [Schedule 3(t)] or such as would not have a Material Liens, encumbrances, claims, security interest, options and restrictions of any nature whatsoever.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 of which the Company is in compliance, exceptwith such exceptions as could not, individually or in the aggregate,would not have or reasonably be expected to result in a Material Adverse Effect.