QCFS:  (a) is the record owner of the Acquired Assets and the QC Interests; (b) has full power, right and authority to make and enter into this Agreement and to sell, assign, transfer and deliver the Acquired Assets and the QC Interests to the applicable CFC Party; and (c) has good and valid title to the Acquired Assets and the QC Interests, free and clear of all Liens, other than Permitted Liens.  Subject to Section 6.5 , immediately after the consummation of the Swap, the Acquired Assets acquired by the applicable CFC Party shall be sufficient the conduct of the business at each of the QFCS Locations.  Other than the rights described in Section 6.5 , QFOC owns or leases all of the assets necessary for the conduct of its business.