Common use of Properties Clause in Contracts

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list Section 3.15(a)(i) of all real property owned the Company Disclosure Schedule identifies by street address or leased location each parcel of Material Owned Real Property and Section 3.15(a)(ii) of the Company Disclosure Schedule identifies by street address or location of each Material Leased Real Property and lists, with respect to each such Lease, the date of such Lease and any material amendments thereto. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good (A) good, valid and marketable fee simple title to all real property owned by it Owned Real Property and (including any property acquired B) valid leasehold estates in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)all Leased Real Property, in each case all cases free and clear of any all Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyPermitted Liens. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries, nor, and to the Knowledge of the Company’s knowledge, any no other party to any such leaseparty, is in breach of or default or in violation under the terms of any material provisions Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other Lien encumbering the Real Property (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other such Lien encumbering the Real Property except as set forth in Section 3.15(a)(iii) of the Company Disclosure Schedule. Each Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. (b) Section 3.15(b) of the Company Disclosure Schedule identifies each Lease accounted for by the Company or the applicable subsidiary as a capital lease. The . (c) Section 3.15(c) of the Company has previously delivered to Purchaser a complete and correct copy Disclosure Schedule identifies by street address or location each parcel of each such lease. All real property owned Real Property leased, subleased or leased otherwise licensed by the Company or any of its Subsidiaries are in all (whether as landlord, sublandlord or licensor) to, or otherwise occupied by, any Franchisee or any other Person (collectively, the “Subleased Real Property”) pursuant to a Third Party Lease and also lists, with respect to each such Third Party Lease, the date of such Third Party Lease and any material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by amendments thereto. Neither the Company nor any of its Subsidiaries, and to be adequate the Knowledge of the Company, no other party, is in breach of or default under the terms of any Third Party Lease (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Third Party Lease. Each Third Party Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. Except for the current business Company, its Subsidiaries and the counterparties to the Third Party Leases and the rights of parties under Permitted Liens and Permitted Encumbrances or as set forth in Section 3.15(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any lease, sublease, license or other Contract granting any Person the right to use or occupy all or any portion of the Real Property. (d) A true and correct copy of each Material Lease and any related (i) notices or memoranda of lease, (ii) subordination, non-disturbance and attornment agreements, (iii) estoppel certificates and (iv) material correspondence related thereto and as of the date of this Agreement has been made available to Parent. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, the consummation of the Transactions contemplated by this Agreement will not cause the expiration, termination or breach of any Permit, Operating Agreement, Lease or Third Party Lease or the acceleration of any payment obligation or the alteration of any material terms of, or result in the creation or imposition of any Lien (other than Permitted Liens) under, any Permit, Operating Agreement, Lease or Third Party Lease or require the prior consent or approval of or notice to any other party to any Permit, Operating Agreement, Lease or Third Party Lease. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has have good and marketable title to, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal property owned by itproperties and assets necessary to carry on their businesses as is now being conducted, free and clear of all Liens except such for Permitted Liens. (g) The restaurants, if anywarehouses, that stores, plants, production facilities, processing facilities, fixtures, trade fixtures and improvements owned or leased by the Company and any Subsidiary or otherwise used by the Company or any Subsidiary in connection with the operation of their businesses are not material (as to physical plant and structure) structurally sound, in charactergood operating condition and repair, amount or extentordinary wear and tear excepted, and that do are adequate for the uses to which they are being put, in each case with such exceptions as would not materially detract from reasonably be expected to have, individually or in the valueaggregate, a Material Real Property Adverse Effect. (h) Neither the Company nor a Subsidiary has received written notice of any pending condemnation, expropriation, eminent domain or materially interfere similar Action affecting all or any portion of the Real Property, and, to the Company’s Knowledge, no such Action is threatened. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, all Permits necessary in connection with the construction upon, and present use of and operation of, the properties subject thereto or affected thereby. With respect to personal property used Real Property and the lawful occupancy thereof in the business of the Company and its Subsidiaries that is leased rather than ownedhave been issued by the appropriate Governmental Authorities. The current use of the Real Property is, in all material respects, in accordance with the certificates of occupancy relating thereto and the terms of any such Permits. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, neither the Company nor any Subsidiary is in violation of any Law relating to Real Property, including setback requirements and zoning restrictions and ordinances. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, each parcel of Material Real Property is supplied with utilities and other services necessary for the operation of such Material Real Property as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting such Material Real Property. Each parcel of Material Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Material Real Property, in each case, to the extent necessary for the conduct of the business of the Company and its Subsidiaries as it is in default under the terms of any such leasecurrently being conducted.

Properties. (iNeither the Company nor its Subsidiary owns or has ever owned any real property. Section 3.7(a) A of the Company Disclosure Letter sets forth a list of all real property owned currently leased, licensed or leased subleased by the Company or a its Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned or otherwise used or occupied by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any its Subsidiary (the “Leased Real Property”), the name of its Subsidiaries as the lessor, licensor, sublessor, master lessor and/or lessee, leases real the date of the lease, license, sublease or personal property is valid other occupancy right and each amendment thereto and the aggregate annual rental and/or other fees payable under any such lease, license, sublease or other occupancy right. All such current leases, subleases, licenses or other occupancy agreements are in full force and effect effect, are valid and effective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such leases, subleases, licenses or other occupancy agreements, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company or its Subsidiary, or to the knowledge of the Company, by any other party thereto. The Company or its Subsidiary currently occupy all of the Leased Real Property for the operation of its business. No parties other than the Company or its Subsidiary have a right to occupy any Leased Real Property. The Leased Real Property and the physical assets of the Company and the Subsidiaries Subsidiary are, in all material respects, in good condition and neither the Company nor any of its Subsidiaries, norrepair and regularly maintained in accordance with standard industry practice and, to the Company’s knowledge, the Leased Real Property is in compliance, in all material respects, with Legal Requirements. Neither the Company nor its Subsidiary will be required to incur any material cost or expense for any restoration or surrender obligations, or any other party to any such lease, is in default costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or in violation earlier termination of any material provisions of any such leaseleases, subleases, licenses or other occupancy agreements for the Leased Real Property. The Company and its Subsidiary has previously delivered performed all of its obligations under any termination agreements pursuant to Purchaser a complete and correct copy which such party has terminated any leases, subleases, licenses or other agreements for the use or occupancy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii“Lease Termination Agreements”) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not no longer in effect and has no material in character, amount or extent, and that do not materially detract from the value, or materially interfere continuing Liability with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseLease Termination Agreements.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, Subsidiaries own any other real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.14(b) of the Company Disclosure Letter sets forth as of the date of this Agreement, the address of all Leased Real Property over 5,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such leaseLeased Real Property and a list, is in default or in violation as of any material provisions the date of any this Agreement, of all such leaseleases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Real Property Leases”). The Company has previously delivered made available to Purchaser a complete Parent complete, correct and correct copy accurate copies of each such leaseReal Property Lease. All real property owned or leased by the Company or any of its Subsidiaries are Except as set forth in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business Section 3.14(b) of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedDisclosure Letter, neither the Company nor any of its Subsidiaries is has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any of the Leased Real Property over 5,000 square feet or any portion thereof. The Leased Real Property constitutes all of the real property used or occupied by the Company and its Subsidiaries in default under the terms conduct of any their respective businesses. (c) The Company or one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the extent such leaseconcepts are applicable in the jurisdiction(s) governing such leasehold title) to the Leased Real Property free and clear of all Liens, except (i) Permitted Liens and (ii) in respects that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes do not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extentown, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgehave never owned, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayproperty. (iib) The Company and each of its Subsidiaries has good and marketable valid title to all tangible personal property owned by itto, free and clear of all Liens except such Liensor, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets. There are no Liens (other than Permitted Liens) on any such tangible property or assets. (c) Section 2.20(c) of the Company Disclosure Letter sets forth a complete and accurate list of all Company Leases and the address for each of the premises which the Company or its Subsidiaries that use or occupy, or has a right to use or occupy. The real property leased or occupied under any of the Company Leases shall hereinafter be referred to as the “Leased Real Property.” As of the date hereof, the Company or one of its Subsidiaries holds a valid leasehold interest in each Company Lease and each Company Lease is leased rather than ownedin full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. As of the date hereof, neither the Company nor any of its Subsidiaries (i) is in material default under any of the terms Company Leases, (ii) the Company and its Subsidiaries do not lease, sublease or license any of the Leased Real Property to any Person, and (iii) neither the Company, any of its Subsidiaries nor any other party to any Company Lease has delivered any notice of termination of such leaseCompany Lease to any other party thereunder. (d) The Company has made available to Parent complete and correct copies of all Company Leases, each as amended to the date of this Agreement.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. The Company or one of its Subsidiaries (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by it the Company or one of its Subsidiaries (including other than any property such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired in after January 31, 2007 which are material to the Company's business on a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)consolidated basis, in each case free and clear of any Liens except (iall Liens. Except as set forth in Section 3.01(l) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Company Disclosure Schedule, the Company or affected thereby. Each lease pursuant one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as lesseeset forth in Section 3.01(l) of the Company Disclosure Schedule, leases real or personal property each Lease is valid and in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Company and Leases or the Subsidiaries and neither premises leased under the Leases. Neither the Company nor or any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation Subsidiaries has received notice and does not otherwise have knowledge of any material provisions of pending, threatened or contemplated condemnation proceeding affecting any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property premises owned or leased by the Company or any of its Subsidiaries are or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in all material respects in a good state lieu of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by condemnation. The real property leased to the Company to be adequate for or any of its Subsidiaries under the current business of Leases encompasses all real property used by the Company and its Subsidiaries. To , and neither the knowledge Company nor or any of the Company, none of the buildings, structures or other improvements located on its Subsidiaries owns any real property owned and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or leased any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and under each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries Leases is in default under the terms of any such leasefull force and effect.

Properties. (ia) A Section 3.14(a) of the Company Disclosure Letter sets forth a complete list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure LetterOwned Real Property. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes Except as would not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the valuehave, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant reasonably be expected to which have, a Material Adverse Effect, the Company or any of its Subsidiaries subsidiaries has good and marketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Liens (except Permitted Liens). The Company or any of its subsidiaries has possession of each Owned Real Property and Leased Real Property, other than any use and occupancy rights granted to tenants or licensees pursuant to leases and occupancy agreements. Except as lessee, leases real or personal property is valid and set forth in full force and effect as to Section 3.14(a) of the Company and Disclosure Letter, neither the Subsidiaries Company nor any of its subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Owned Real Property, and neither the Company nor any of its Subsidiariessubsidiaries has granted any outstanding options, norrights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or any portion thereof. (b) Section 3.14(b) of the Company Disclosure Letter lists the street address of each parcel of Leased Real Property, and all Leases, and except as would not have, or reasonably be expected to have, a Material Adverse Effect, (i) each Lease is in full force and effect and is the valid, binding and enforceable obligation of the Company and/or each of its subsidiaries party thereto and, to the knowledge of the Company’s knowledge, any of the other party thereto, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the Company, there is no material default under any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Lease either by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)subsidiaries or, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none by any other party thereto, no event has occurred or circumstance exists that, with the lapse of time or the buildingsgiving of notice or both, structures or other improvements located on any real property owned or leased would constitute such a default by the Company or any of its Subsidiaries encroaches upon or over subsidiaries under any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentLease, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used (iii) except as set forth in the business Section 3.14(b)(iii) of the Company and its Subsidiaries that is leased rather than ownedDisclosure Letter, neither the Company nor any of its Subsidiaries subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Company has made available to BidCo a true, correct and complete copy of each Lease. (c) The Real Property constitutes all of the real property used or occupied by the Company and its subsidiaries. (d) There is no pending or, to the knowledge of the Company, threatened appropriation, condemnation, eminent domain or like Proceeding, or sale or other disposition in lieu of condemnation, affecting the Real Property. (e) Except as would not have, or reasonably be expected to have, a Material Adverse Effect, the Company or any of its subsidiaries has good and marketable title to, or valid leasehold interests in or licenses for, all personal property used in the businesses of the Company and its subsidiaries, free and clear of all Liens (other than Permitted Liens), and such property is in default under good working order and condition, ordinary wear and tear excepted. The assets owned, leased or licensed by the terms Company and its subsidiaries are sufficient in all material respects for the conduct of any such leasetheir business as currently conducted.

Properties. (ia) A Section 3.15(a) of the Company Disclosure Schedule sets forth a true and complete list as of all May 4, 2021 of each real property owned or leased by the Company or a Subsidiary of the Company is set forth (in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default whole or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned part) or ground leased by the Company or any of its Subsidiaries are in all Company Subsidiary, together with the applicable Company Subsidiary owning or leasing such property. Except as would not reasonably be expected to be material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by to the Company and the Company Subsidiaries, taken as a whole, the Company or a Company Subsidiary has good, marketable and insurable indefeasible fee simple title or valid leasehold interest to each of the owned Company Properties, free and clear of Liens, except for Permitted Liens. Except as would not reasonably be expected to be adequate for material to the current business Company and the Company Subsidiaries, taken as a whole, (i) neither the Company nor any Company Subsidiary has received written notice of any uncured violation of any Law affecting any portion of any of the Company Properties issued by any Governmental Entity and its Subsidiaries. To (ii) neither the Company nor any Company Subsidiary has received written notice to the effect that there is any (A) condemnation or rezoning proceeding that is pending or, to the knowledge of the Company, none threatened with respect to any of the buildingsCompany Properties or (B) zoning, structures building or similar Law that is or will be violated by the continued maintenance, operation or use of any buildings or other improvements located on any real property owned of the Company Properties or leased by the continued maintenance, operation or use of any parking areas associated with the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayProperties. (iib) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itnot received written notice of, free and clear of all Liens except such Liensnor does the Company have any knowledge of, if any, that are not any material in character, amount latent defects or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business adverse physical conditions affecting any of the Company Properties or the improvements thereon. (c) Except as would not reasonably be expected to be material to the Company and its the Company Subsidiaries, taken as a whole, (i) the Company and the Company Subsidiaries that is leased rather than have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them and (ii) neither the Company’s nor the Company nor any of its Subsidiaries is in default under the terms Subsidiaries’ ownership of any such leasepersonal property is subject to any Liens, other than Permitted Liens.

Properties. (ia) A Neither the Company nor any of its subsidiaries owns or has ever owned any real property. (b) Section 3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned leased, subleased or leased otherwise occupied by the Company or a Subsidiary any of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Company Leased Real Property”). No Company Real Property Lease is set forth in subject to any Lien, including without limitation, any right to the use or occupancy of any Company Leased Real Property, other than Company Permitted Liens. Each Company Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Company Leased Real Property leased thereunder, and is, with respect to the Company or the applicable subsidiary of the Company’s Disclosure Letter, a valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception. The Company and each has not received any written notice of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding termination or by way cancellation of or of a deed in lieu breach or default under any Company Real Property Lease that remains uncured as of foreclosure the date of this Agreement nor, to the Knowledge of the Company, has any event occurred which, with notice or similar transfer)lapse of time or both, in each case free and clear would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any Liens except (isuch Company Real Property Lease. With respect to the Company Leased Real Property, Section 3.14(b) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to Company Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Company or any of its Subsidiaries subsidiaries is, as lesseeof the date hereof, leases real the landlord, sublandlord, tenant, subtenant or personal property is valid and in full force and effect occupant that have not been terminated or expired as to of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws date hereof and are considered by the Company material to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedsubsidiaries, taken as a whole (each a “Company Real Property Lease”). The Company has heretofore made available to Parent true and complete copies of the Company Real Property Leases. (c) With respect to each of the Company Leased Real Properties, neither the Company nor any of its Subsidiaries is in default under the terms subsidiaries has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate contained in the Company Real Property Leases. (d) Neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and the Company has not received written notice threatening any such leaseproceedings, in each case, affecting any material portion of the Company Leased Real Property. Neither the Company nor any of its subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any material portion of the Company Leased Real Property. As of the date hereof, none of the material improvements located on any parcel of Company Leased Real Property that is material to the business of the Company and its subsidiaries, taken as whole, has been damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of the Company in the ordinary course. (e) To the Knowledge of the Company, there are no conditions or defects, latent or otherwise, to the Company Leased Real Property that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) None of the Company’s or its subsidiaries’ current use of the Company Leased Real Property violates any restrictive covenant of record that affects any of the Company Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expected to have a Company Material Adverse Effect.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to or a valid leasehold interest in all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free its properties and clear of any Liens assets except for (i) liens statutory Liens not yet delinquent which are being contested in good faith by appropriate proceedings, and Liens for Taxes not yet due and payable and due, (ii) such easementspledges of assets in the ordinary course of business to secure public deposits, restrictions (iii) defects and encumbrances, if any, as are not material in character, amount or extent, irregularities of title and encumbrances that do not materially detract from impair the valueuse thereof for the purposes for which they are held, (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carriers’ and other similar Liens arising in the ordinary course of business and (v) properties and assets the loss of which would not, individually or materially interfere in the aggregate, have a Material Adverse Effect with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, respect to the Company’s knowledge, any other party to any such lease, is in default or in violation . (b) Schedule 4.20 of any material provisions of any such lease. The the Company has previously delivered to Purchaser Disclosure Schedule contains a complete and correct copy list of each such lease. All (i) all real property or premises owned on the date hereof, in whole or leased in part by the Company or any of its Subsidiaries are in and all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by real property that the Company to be adequate for or any of its Subsidiaries is in the current business process of foreclosing (whether by judicial process or by power of sale) or otherwise in the Company process of acquiring title to, and its Subsidiaries. To the knowledge of the Companyall indebtedness secured by any encumbrance thereon, none of the buildings, structures or other improvements located on any and (ii) all real property owned or premises leased or subleased in whole or in part by the Company or any of its Subsidiaries encroaches upon Subsidiaries, together with a list of all applicable leases and the name of the lessor. None of such premises or over properties have been condemned or otherwise taken by any adjoining parcel public authority and no condemnation or real estate taking is, to the Company’s knowledge, threatened or contemplated and none thereof is subject to any claim, contract or Law which might affect its use or value for the purposes now made of it. None of the premises or properties of the Company or any easement of its Subsidiaries is subject to any current or right-of-waypotential interests of third parties or other restrictions or limitations that would impair or be inconsistent with the current use of such property by the Company or such Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company. PALOALTO 66463 v1 (2K) -35- (c) Each of the leases referred to in the Company Disclosure Schedule is in full force and effect, and no party thereto is in default and no notice of a claim of default by any party has been delivered to the Company or applicable Subsidiary or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a default or excuse performance by any party thereto; provided, however, that with respect to matters relating to any party other than the Company or its Subsidiaries the foregoing representation is based on Company’s knowledge. (iid) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries is owns any property due to, or in default under the terms of any such leaseconnection with, foreclosure proceedings.

Properties. (ia) A list of all real property owned or leased by Neither the Company nor any of its Subsidiaries own any real property. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Subsidiary Prohibited Effect, each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lesseeor, leases real in the case of property held under Lease or personal property is valid and in full force and effect as to other Contract, each of the Company and the its Subsidiaries have a valid and neither the Company nor subsisting leasehold interest in or a legal, valid and enforceable right to use, free and clear of all Liens except Permitted Liens. (c) All material leases, subleases, licenses and other occupancy agreements together with any of its Subsidiaries, nor, to the Company’s knowledgeamendments thereto, any other party option agreements and any subordination, nondisturbance and attornment agreements (the "Leases"), with respect to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All all real property owned leased or leased subleased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance full force and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiarieseffect. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by Neither the Company or any of its Subsidiaries encroaches upon nor, to the Company's Knowledge, any other party thereto is in default under any of the Leases (and no event has occurred which, with due notice or over any adjoining parcel lapse of time or real estate both, would constitute such a default), except for such defaults which, individually or any easement or right-of-wayin the aggregate, would not reasonably be expected to have a Prohibited Effect. The Company has made available to Parent true correct and complete copies of each Lease required to be listed on Schedule 4.12. (iid) The assets of the Company and each of its Subsidiaries has good in the aggregate are adequate to conduct the operations of the Company and marketable title to all its Subsidiaries in substantially the manner currently conducted. (e) The tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect Company and its Subsidiaries is in good condition and repair (ordinary wear and tear excepted) and is adequate for the uses to personal property used in which it is being put and for the conduct of the business of the Company and its Subsidiaries that is leased rather than ownedas currently conducted. (f) For purposes of this Agreement, neither the Company nor term "Lien" means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of its Subsidiaries is in default under the terms first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. In addition, the term "Permitted Liens" means, with respect to any asset, (i) covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other imperfections of title (other than a Lien securing any Indebtedness) with respect to such leaseasset which, individually or in the aggregate, does not materially detract from the value of, or materially interfere with the present occupancy or use of, such asset and the continuation of the present occupancy or use of such asset; (ii) the matters set forth on Schedule 4.9; (iii) unfiled mechanic's, materialmen's and similar liens with respect to amounts not yet due and payable or which are being contested in good faith through appropriate proceedings; (iv) liens for Taxes not yet delinquent or which are being contested in good faith through appropriate proceedings and, for those existing on the date of the Balance Sheet, for which adequate reserves in accordance with GAAP are reflected on the Balance Sheet, or arose subsequent to the date of the date of the Balance Sheet in the ordinary course of business; and (v) liens securing rental payments under operating leases and capital lease arrangements, which capital lease arrangements if existing on the date of the Balance Sheet were reflected on the Balance Sheet, or arose subsequent to the date of the Balance Sheet in the ordinary course of business.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) A list of all real property owned each lease, sublease or leased by the Company or license (each, a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i“Lease”) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to under which the Company or any of its Subsidiaries as lesseeleases, leases subleases or licenses any real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and (ii) neither the Company nor any of its Subsidiaries, nor, nor to the Company’s knowledge, knowledge any other party to a Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of such Lease, and neither the Company nor any such lease. The of its Subsidiaries has received notice that it has breached, violated or defaulted under any Lease. (c) Section 5.18 of the Company has previously delivered Disclosure Schedule contains a true and complete list of (i) each Lease that relates to Purchaser a complete and correct copy any retail store of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in that (A) was a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business top 100 retail store of the Company and its Subsidiaries. To Subsidiaries based on revenues generated during the knowledge twelve months ending January 31, 2008 or (B) is located in Hawaii, in each case, together with the expiration date of the Companycurrent term thereof, none a description of any renewal options thereunder and the buildings, structures or other improvements located on any real property owned or leased by annual rent for the remaining term thereof and (ii) all plans of the Company or any of its Subsidiaries encroaches upon as of the date hereof to (A) enter into any Lease, together with the status of such commitment as of the date hereof, (B) modify, extend, renew or over terminate any adjoining parcel Lease existing on the date hereof, (C) sell, purchase or acquire any real estate or (D) close any easement of the stores of the Company or right-of-way. (ii) The Company and each any of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from open on the value, or materially interfere with the present use of the properties subject thereto or affected therebydate hereof. With respect to personal property used in the business Except as set forth on Section 5.18 of the Company and its Subsidiaries that is leased rather than ownedDisclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries is in default under has any plans or intentions to take, or make any commitment to take, any of the terms of any such leaseforegoing actions.

Properties. (ia) A list As of the date hereof, the Company does not own any real property. (b) The Company owns valid leasehold interests in all real property owned or other properties and assets purported to be leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of all liens, except for any Liens except liens which do not have a Material Adverse Effect and provided that such leaseholds may be subordinate to the fee interest or superior leasehold interest or other encumbrances to which such fee interest is subject. Each item of real property leased at the date hereof by the Company involving annual lease payments in excess of $20,000 is listed on Exhibit 3.25, setting forth information regarding the commencement date, termination date, renewal options (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, ) and do not materially detract from the value, or materially interfere with the present use annual base rents. Assuming each of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, such leases real or personal property is valid and enforceable against the other parties thereto, each of such leases is valid and enforceable against the Company in accordance with its terms and is in full force and effect, except for any invalidity, unenforceability or failure to be in full force and effect as which in the aggregate would not have a Material Adverse Effect. The Company has delivered to the Company Investor true and complete copies of each of such real property leases and all documents to which it is a party or which are in its possession affecting the Subsidiaries and neither rights or obligations of the Company nor under such leases, including, without limitation, any such non-disturbance and recognition agreements, subordination agreements, attornment agreements and agreements regarding the term or rental of any of its Subsidiaries, such leases. Neither the Company nor, to the knowledge of the Company’s knowledge, any other party to any such lease, lease is in default of its obligations under or in violation has delivered or received any written notice of any material provisions of default under any such lease, nor has any event occurred with respect to the Company or, to the knowledge of the Company, any other party, which, with the giving of notice, the passage of time or both, would constitute a default under any such lease, except for defaults which in the aggregate have no Material Adverse Effect. (c) Except as set forth in Exhibit 3.25, as of the date hereof the Company does not own or hold, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property. (d) To the Best Knowledge of the Company, as of the date hereof, the improvements included within the real property leased by the Company (collectively, "Improvements"), including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in good working order and repair, except for such defects which, in the aggregate, would not have a Material Adverse Effect. The To the Best Knowledge of the Company, as of the date hereof, the water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the real property leased by the Company are installed and operating and are sufficient to enable the real property leased by the Company to continue to be used and operated in the manner currently being used and operated, except for such insufficiencies which, is the aggregate, would not have a Material Adverse Effect, and, as of the date hereof, the Company has previously delivered no knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. (e) All Permits required to Purchaser a complete and correct copy of each such lease. All have been obtained by the Company to enable all real property owned leased by the Company to be lawfully occupied and used for the purposes for which they are currently occupied and used have been issued and are in full force and effect, other than those which in the aggregate if not so obtained would have no Material Adverse Effect. (f) As of the date hereof, the Company has not received any written notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any real property leased by the Company or any part thereof, or of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures any sale or other improvements located on disposition of any real property owned or leased by the Company or any part thereof in lieu of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waythe condemnation except for those which, in the aggregate, would not have a Material Adverse Effect. (iig) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use As of the properties subject thereto date hereof, no portion of any real property leased by the Company has suffered any arterial damage by fire or affected thereby. With respect other casualty loss which has not heretofore been completely repaired and restored to personal property used its original condition, except for such losses which, in the business of the Company and its Subsidiaries that is leased rather than ownedaggregate, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasewould not have a Material Adverse Effect.

Properties. (ia) A list The Company or one of its Subsidiaries has good title to all real property the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned or leased by the Company or a Subsidiary one of its Subsidiaries, or that have been acquired after the Company is set forth in date thereof and that are material to the Company’s Disclosure Letter. The business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens other than the Permitted Liens. (b) Except as would not, individually or in the aggregate, have had or reasonably be expected to have a Company Material Adverse Effect: (i) each lease or license pursuant to which the Company and the Company Subsidiaries leases or licenses any real property (collectively, the “Leases”) is valid and binding on the Company and each of its Subsidiaries has good and marketable title party thereto and, to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use knowledge of the properties subject Company, each other party thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property and is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor effect; (ii) there is no breach or default under any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Lease by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)or, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none any other party thereto; (iii) no event has occurred that with or without the lapse of time or the buildings, structures giving of notice or other improvements located on both would constitute a breach or default under any real property owned or leased Lease by the Company or any of its Subsidiaries encroaches upon or, to the knowledge of the Company, any other party thereto; (iv) to the knowledge of the Company, the Company or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each one of its Subsidiaries that is either the tenant or licensee named under the Lease has a good and marketable title valid leasehold interest in each parcel of real property which is subject to all tangible personal property owned by it, a Lease for the full term of the respective Lease free and clear of all Liens except such any Liens, if any, that ; and (v) the Company and Company Subsidiaries are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use possession of the properties subject thereto purported to be leased or affected thereby. With respect licensed thereunder, have not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease, or portion thereof, and have not entered into with any other person (other than another wholly-owned subsidiary of the Company) any sublease, license or other agreement that is material to personal property used in the business of the Company and its Subsidiaries Subsidiaries, taken as a whole, and that is leased rather than ownedrelates to the use or occupancy of all or any portion of any real property subject to a Lease, neither except, in the case of (ii) and (iii), as would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has made available to Purchaser correct and complete copies of all Leases, including any amendments thereto. (d) Neither the Company nor any of its the Company Subsidiaries is owns in default under the terms of fee any such leasereal property.

Properties. The Company (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets (A) reflected in the Company Financial Statements as being owned by it the Company (including other than any property such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)after March 31, in each case 2008 which are material to the Company’s business, free and clear of any Liens except (i) liens for Taxes not yet due all Liens. The Company has good and payable valid leasehold interests in all real property leases, subleases and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant occupancy agreements to which the Company or any is a party (the “Company Leases”) and is in sole possession of its Subsidiaries as lessee, leases real or personal property the properties purported to be leased thereunder. Section 3.01(l) of the Company Disclosure Letter lists and describes briefly all Company Leases. Each Company Lease is valid and in full force and effect as and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no uncured breach, and no default exists, on the part of landlord under any of the Company Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company under any Company Lease. There is no suit, action, arbitration or other proceeding with respect to the Company and Leases or the Subsidiaries and neither premises leased under the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such leaseLeases. The Company has previously delivered to Purchaser a complete not received notice and correct copy does not otherwise have knowledge of each such lease. All real property owned any pending, threatened or contemplated condemnation proceeding affecting any premises leased by the Company or any part thereof or of its Subsidiaries are any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Company Leases encompasses all material respects in a good state real property used by the Company, and the Company does not own any real property and does not have any options to purchase real property. The landlord under each of maintenance the Company Leases has performed all initial improvements required to be performed by it under such Company Lease and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered tenant improvements allowances have been paid to the Company as tenant under such Company Lease. All insurance required to be maintained by the Company to be adequate for the current business under each of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries Leases is in default under the terms of any such leasefull force and effect.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) A list of all real property owned each lease, sublease or leased by license (each, a “Company Lease”) under which the Company or a Subsidiary any of its Subsidiaries leases, subleases or licenses any real property is valid and in full force and effect and (ii) neither the Company is set forth in nor any of its Subsidiaries, nor to the Company’s Disclosure Letter. The knowledge any other party to a Company Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Company Lease, and each neither the Company nor any of its Subsidiaries has good and marketable title to all real property owned by received notice that it has breached, violated or defaulted under any Company Lease. (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (ic) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use Section 4.14 of the properties subject thereto Company Disclosure Schedule sets forth a complete and correct list of each Company Lease or affected thereby. Each lease pursuant sublease (whether of real or personal property) to which the Company or any of its Subsidiaries is party as lessee, leases real either lessor or personal property is valid lessee and in full force and effect as to that provides for either (i) annual payments after the Company and date hereof of $500,000 or more or (ii) aggregate payments after the Subsidiaries and neither the Company nor any date hereof of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default $1,000,000 or in violation of any material provisions of any such leasemore. The Company has previously delivered made available to Purchaser a Parent true, correct and complete and correct copy copies of each such lease. All real property owned Company Lease or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects sublease together with all applicable ordinancesamendments, regulations modifications, supplements, renewals, extensions and zoning laws and are considered by guarantees related thereto. Each such Company Lease or sublease (together with all documents made available to Parent) constitutes the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere entire agreement with the present use of the properties subject other parties thereto such that there are no understandings, representations, warranties or affected thereby. With respect to personal property used promises not set forth in full in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasedocuments made available to Parent.

Properties. (ia) A list of all The real property owned or leased by the Company or a Subsidiary set forth on Section 3.13(a) of the Company is set forth in the Company’s Disclosure LetterLetter constitutes all Owned Real Property. The Company and each or one of its Subsidiaries Subsidiaries, has good and marketable fee simple title to all each parcel of real property owned by it (including any property acquired included in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Owned Real Property, in each case together with all improvements thereon, free and clear of all Encumbrances, except Permitted Encumbrances. There are no tenants or other persons occupying any Liens except space in the Owned Real Property, other than any use and occupancy rights granted to third party owners, tenants or licensees pursuant to Contracts with respect to such real property entered in the ordinary course of business consistent with past practice. (ib) liens for Taxes not yet due and payable and (iiSection 3.13(b) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Disclosure Letter contains a complete true and correct copy list of each such lease. All real property owned all leases or leased subleases of Leased Real Property entered into by the Company or any of its Subsidiaries are (the “Leases”). The Company has made available to the Parent Entities true and complete in all material respects in a good state copies of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayeach Lease. (iic) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Lease, (A) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default under thereunder and no event or condition has occurred or exists that, with the terms passage of time, the giving of notice, or both, would constitute a material default thereunder, (B) each such Lease is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, and (C) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any such leaseLease, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property. (e) To the Company’s Knowledge, the Company has made available to Parent any and all existing title policies, title reports, surveys and zoning reports relative to the Owned Real Property that are in the Company’s or any of its Subsidiaries’ possession. (f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has good title to, or a valid and binding leasehold or other interest in (subject to the General Enforceability Exceptions), all tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Encumbrances, other than Permitted Encumbrances.

Properties. (a) Item 4.15(a) of the Company Letter sets forth a correct and complete list of all the Owned Real Property owned or held by the Company and its Subsidiaries as of the date of this Agreement. (b) Item 4.15(b) of the Company Letter sets forth a correct and complete list as of the date of this Agreement of (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable Leased Real Property and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere each ground lease with the present use of the properties subject thereto or affected thereby. Each lease a third party pursuant to which the Company or any of its Subsidiaries is a lessee and, in each case, the Subsidiary of the Company holding the leasehold interest, the date of the lease and each material amendment or guaranty or other material agreement relating thereto (the leases referred to in clauses (i) and (ii), collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Each of the Lease Documents is valid, binding and in full force and effect, in all material respects, as lesseeagainst the Company or its applicable Subsidiary and, leases real to the Company’s Knowledge, as against the other party thereto. As of the date hereof, neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, other party is in material breach or personal property is violation of, or material default (in each case, with or without notice or lapse of time or both) under, any of the Lease Documents and none of the Company or any of its Subsidiaries has received or given any written notice of material default under any such agreement which remains uncured. (c) Except as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company or one of its Subsidiaries has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, free and clear of all Liens, except for Permitted Liens and (ii) there are no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings or actions affecting any portion of the Company Properties, and, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Entity or other Person to take or use any of the Company Properties. (d) Company Title Insurance Policies have been issued insuring, as of the effective date of each such Company Title Insurance Policy, the Company’s or the applicable Subsidiary’s (or the applicable predecessor’s or acquiror’s) fee simple or leasehold title to the Company Properties, subject only to Permitted Liens, and to the Company’s Knowledge, such policies are, at the date hereof, valid and in full force and effect as and no written claim has been made against any such policy. A true, accurate, and complete copy of each Company Title Insurance Policy has been made available to the Company and the Subsidiaries and Buyer Parties. (e) Since January 1, 2005, neither the Company nor any of its Subsidiaries, norSubsidiaries has received any written notice to the effect that (i) any rezoning proceedings adversely affecting the current use as a hotel of any of the Company Properties are pending or, to the Knowledge of the Company’s knowledge, threatened with respect to any of the Company Properties, or (ii) any laws including any zoning regulation or ordinance, building or similar Law have been violated for any Company Property, or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties, that, in the case of clauses (i) and (ii) above, would reasonably be expected to have a Material Adverse Effect on the Company. (f) Except as set forth on Item 4.15(f) of the Company Letter, there are no unexpired option agreements or rights of first refusal with respect to the purchase of any real property that is owned or held by the Company or any of its Subsidiaries. (g) Item 4.15(g) of the Company Letter lists each franchise, license or other similar agreement providing the right to utilize a brand name or other rights of a hotel chain or system at any Company Property and sets forth the Company or any of its Subsidiary party to such agreement, the date of such agreement and each material amendment, guaranty or other material agreement binding on the Company or any of its Subsidiary and relating thereto (collectively, “Third Party Franchise Agreements”). True, correct and complete copies of each Third Party Franchise Agreement, including so-called property improvement plans required to be completed by the franchisor or any property improvement plans proposed by the franchisor, have been made available to the Buyer Parties. Each Third Party Franchise Agreement is valid, binding and in full force and effect, in all material respects, as against the Company or any of its applicable Subsidiaries, and, to the Knowledge of the Company, as against the other party thereto. Neither the Company nor any of its Subsidiaries is liable for any termination, cancellation or other similar fees or any liquidated damages under any franchise, license or similar agreements providing the right to utilize a brand name or other rights of a hotel chain or system in connection with or relating to any such lease, is in default or in violation of any material provisions of any such lease. The Company has hotel previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair Subsidiaries. (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business h) Item 4.15(h) of the Company and Letter lists each management agreement pursuant to which any third party manages or operates any Company Property or material portion thereof on behalf of the Company or any of its Subsidiaries. To , and identifies the knowledge property that is subject to such management agreement, the Company or its Subsidiary that is a party, the date of the Companysuch management agreement and each material amendment, none of the buildings, structures guaranty or other improvements located material agreement binding on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon and relating thereto (collectively, the “Management Agreement Documents”). True, correct and complete copies of all Management Agreement Documents have been made available to Parent. Each of the Management Agreement Documents is valid, binding and in full force and effect, in all material respects, as against the Company or over any adjoining parcel or real estate or any easement or right-of-wayits applicable Subsidiary and, to the Company’s Knowledge, as against the other party thereto. (iii) There are no structural defects or adverse physical conditions affecting any Company Property or the improvements thereon and all building systems are in good working condition, except as would not have a Material Adverse Effect on the Company. (j) Item 4.15(j) of the Company Letter sets forth a correct and complete list, as of the date hereof, of all agreements for the pending acquisition, sale, option to sell, right of first refusal, right of first offer or any other contractual right to sell, dispose of, or lease (by merger, purchase or sale of assets or stock or otherwise) any personal property valued at $2,000,000 or more. The Company and each of its Subsidiaries has have good and marketable title sufficient title, in all material respects, to all tangible the material personal property and non-real properties and assets reflected in their books and records as being owned by itthem, free and clear of all Liens except such Liens, if anyexcept for Permitted Liens. (k) A true, that are not accurate and complete copy of all material in characterequipment and personal property leases, amount or extentMajor Space Leases, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of Hotel Contracts entered into by the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any each of its Subsidiaries is in default under has been made available to the terms of any such leaseBuyer Parties.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Part 2.9(a) of the Company is set Disclosure Schedule sets forth in the Company’s Disclosure Letter. The Company each lease of real and each of its Subsidiaries has good and marketable title to all real personal property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to a party (the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease"Leases"). The Company has previously delivered to Purchaser a Parent complete and correct copy accurate copies of each such leaseall the Leases. All real property owned Each of the Leases is valid, binding and enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or leased by general equitable principles, and to the extent any indemnification or contribution provisions thereof may be limited by applicable federal or state securities laws. The Company has not breached, nor has the Company received in writing any claim or threat that it has breached, in any material respect, and no default has occurred under any of the Leases and, to the Company's knowledge, (i) none of the other contracting parties has violated or breached, and no default has occurred under any of the Leases, and (ii) other than the transactions contemplated hereby, no event has occurred, and no circumstance or condition exists which with the giving of notice or the lapse of time, or both, will, or could reasonably be expected to, result in a violation, breach or default under any of the Leases or give any Person the right to cancel, terminate or modify any of the Leases. The Company does not own any real property. (b) The Company has, and at all times since June 1, 1995, has continuously had, in effect fire, casualty, property, comprehensive general liability including product/completed operations and contractual liability coverage, and directors and officers insurance policies, with extended coverage (subject to deductibles), sufficient to allow the Company to replace any of its Subsidiaries are properties that might be damaged or destroyed, and reasonably adequate to protect it and its financial condition against the risks involved in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered the business conducted by the Company to be adequate for the current business it. Part 2.9(b) of the Company Disclosure Schedule lists all such policies. The Company has not done anything by way of action or inaction which might invalidate any of such policies in whole or in part and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures Company has not received any notice or other improvements located on indication that any real property owned such policies would be cancelled or leased by that any such policies were no longer in full force or effect or that the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms issuer of any such leasepolicy is not willing or able to perform its obligations thereunder.

Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material a valid leasehold or sublease interest or other comparable contract right in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which real property that the Company or any of its Subsidiaries as lesseeleases, leases subleases or otherwise occupies without owning (each such real or personal property is valid property, a “Company Leased Real Property” and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any each such lease, is in default sublease or in violation of any material provisions of any such lease. The comparable right, a “Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedLease”), conform in all and (ii) good, valid and marketable title to, or a valid leasehold, sublease interest or other comparable contract right in, the other material respects with all applicable ordinances, regulations tangible assets and zoning laws and are considered by properties necessary to the Company to be adequate for conduct of the current business businesses of the Company and its Subsidiaries. To the knowledge of the CompanySubsidiaries as currently conducted, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and in each of its Subsidiaries has good and marketable title to all tangible personal property owned by itcase, free and clear of all Liens liens, encumbrances, claims, security interests, mortgages, charges, defects or imperfections of title and other similar encumbrances except such Liensfor Permitted Encumbrances or those that have not had and would not reasonably be expected to have, if any, that are not material in character, amount individually or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of aggregate, a Company Material Adverse Effect. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries that is leased rather than ownedhave complied in all respects with the terms of all Company Leases and all Company Leases are in full force and effect, (ii) neither the Company nor any of its Subsidiaries has received or delivered any written notice that the Company or any of its Subsidiaries or any other party thereto is in breach or default under any Company Lease, (iii) the terms right of Company and its Subsidiaries to use any Company Leased Real Property, subject to a Company Lease, has not been sublet, assigned or otherwise granted to any third party, nor have the Company or any of its Subsidiaries pledged, mortgaged or otherwise granted a lien on its leasehold interest in any Company Leased Real Property and (iv) the Company and any of its Subsidiaries have not exercised or given any notice of exercise of, nor has any lessor or landlord exercised or given any notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such leaseCompany Lease. (c) Neither the Company nor any of its Subsidiaries owns any real property.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has have good title to, or good and marketable title to valid leasehold interests in, all real property owned by it (including any property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in a judicial foreclosure proceeding or by way the ordinary course of a deed business consistent with past practice and in lieu of foreclosure or similar transfer)compliance with this Agreement, in each case free and clear of all Liens (other than Permitted Liens). (b) Neither the Company nor any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the valueof its Subsidiaries currently own, or materially interfere have ever owned, any interest in real property. (c) Each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee) is valid and in full force and effect. Neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default under the present use provisions of such Lease, except for those breaches or defaults that, individually or in the aggregate with all other Effects, have not and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice that it, or any other party to any Lease, has breached, violated or defaulted under any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein. Section 3.13(c) of the properties subject thereto or affected thereby. Each lease pursuant Disclosure Letter sets forth a true and complete list of all Leases to which the Company or any of its Subsidiaries as lesseeis a party, leases real in each case identifying the tenant or personal property is valid and in full force and effect as to the Company lessee and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default landlord or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of lessor under each such lease. All Lease, the address of the real property owned or leased by associated with such Lease and the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waymonthly rent payable thereunder. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. None of the Company nor any of its Subsidiaries own any real property. The Company and its Subsidiaries (ia) A have valid and good title to, or in the case of leased property and personal property have valid, binding and enforceable in accordance with its terms (subject to the Enforceability Exceptions) leasehold interests in, all Leased Real Property and all items of material personal property used by the Company or its Subsidiaries (other than Intellectual Property Rights), except, in each case, for assets that have been disposed of since the Latest Balance Sheet Date or where the failure to have such good title or valid, binding and enforceable leasehold interests, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and (b) are not subject to any contractual restriction with respect to any items of material personal property, except for restrictions that, if violated and enforced, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. All required deposits, rent and other sums, material obligations and charges payable or to be performed by the Company or any of its Subsidiaries, as tenant under any of the real property leases, licenses, subleases and occupancy agreements to which the Company or such Subsidiaries are a party, are current in all material respects. Schedule 4.12 contains the address and a true and complete list as of the date hereof of all real property owned or leased by leases, licenses, subleases and occupancy agreements, together with any amendments, extensions, renewals and other agreements thereto (the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title “Real Property Leases”), with respect to all real property owned leases, licensed, subleased or otherwise used or occupied by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lesseeof the date hereof (the “Leased Real Property”). None of such Real Property Leases have been modified as of the date hereof in any material respect, leases real except to the extent that such modifications are disclosed by the copies delivered or personal property is valid made available to the Parent prior to the date of this Agreement. The Company has made available to the Parent true, complete and correct copies of all Real Property Leases. The Real Property Leases are in full force and effect as to effect, and there is no material breach, violation or default (nor does there exist any condition, which with the Company and passage of time or the Subsidiaries and neither giving of notice or both, would cause such a material breach, violation or default, or permit the Company nor any termination, modification or acceleration of its Subsidiaries, nor, to the Company’s knowledge, any other party to any rent under such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Real Property Lease) by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)or, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none any other party thereto under any of the buildingsReal Property Leases. Since May 16, structures 2016, neither the Company’s nor any of its Subsidiaries’ possession or other improvements located on quiet enjoyment of the Leased Real Property has been disturbed, and to the Company’s knowledge, there are no disputes with respect to any real property owned or leased by Real Property Lease. Neither the Company or nor any of its Subsidiaries encroaches upon have collaterally assigned or over granted any adjoining parcel or real estate other security interest in any Real Property Lease or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyinterest therein. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedExcept as set forth on Schedule 4.12, neither the Company nor any of its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Leased Real Property identified in Schedule 4.12 comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries. The Leased Real Property is adequate to permit the use thereof in default under the terms manner that it is currently utilized by the Company and its Subsidiaries. No material personal property of the Company or any such leaseof its Subsidiaries is subject to any Liens except for Permitted Liens.

Properties. (ia) A Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 4.17(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned or leased by for the Company or a Subsidiary benefit of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and pursuant to a Contract providing for annual aggregate rent in full force and effect as to the Company and the Subsidiaries and neither the Company nor any excess of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease$100,000 (“Leased Real Property”). The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business Each of the Company and its SubsidiariesSubsidiaries has good and marketable (subject to the terms of the applicable lease) leasehold title to all Leased Real Property, in each case, free and clear of all Liens. To the Company’s Knowledge, no parcel of Leased Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefore, nor, to the knowledge of the Company, none has any such condemnation, expropriation or taking been proposed. All leases of the buildingsLeased Real Property and all amendments and modifications thereto are in full force and effect, structures or other improvements located on and there exists no default under any real property owned or leased such lease by the Company or Company, any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement other party thereto, nor any event which, with notice or right-of-waylapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (iib) The Company and each or one of its Subsidiaries has good and marketable valid title to all tangible to, or in the case of leased personal property owned by itand assets, a valid leasehold interest in, all of its personal property and assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens except such other than Permitted Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business . (c) Each of the Company and its Subsidiaries that is leased rather than ownedenjoys undisturbed possession under all such leases, neither the Company nor any of its Subsidiaries is in default under the terms of except for any such leasefailure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.17 does not relate to Intellectual Property Rights, which is the subject of Section 4.18.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth and the Company Subsidiaries has good, valid and, in the case of real property, marketable fee simple, title to all the material assets and properties that it owns and that are reflected on the Company’s Disclosure Letter's consolidated balance sheet as of September 30, 1999, or that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business by them since such date), and such assets and properties are owned free and clear of all liens, claims and Encumbrances, except for (a) liens for taxes and assessments not yet due and payable or for taxes the validity of which is being contested in good faith, (b) liens, claims and Encumbrances to secure indebtedness reflected on the Company's consolidated balance sheet as of September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in the ordinary course of business and consistent with past practice after the date thereof, (c) mechanic's, materialmen's and other liens, claims and Encumbrances that have arisen in the ordinary course of business and (d) imperfections of title and liens, claims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, nor will the Company or any Company Subsidiary be as a result of the execution and delivery of this Agreement or the performance of its Subsidiaries has good and marketable title to all real property owned obligations under this Agreement or the consummation of the transactions contemplated by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)this Agreement, in each case free and clear breach of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant agreement to which the Company or any Company Subsidiary is a party (the "Company Leases") the breach of its Subsidiaries as lesseewhich could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss of material rights under any Company Lease, leases real and such execution, delivery and performance will not otherwise give rise to any right of any third party to terminate any Company Lease, the termination of which could reasonably be expected to have a Material Adverse Effect on the Company or personal property is valid cause a loss or impairment of material rights under any Company Lease. All the material buildings, structures, equipment and in full force and effect as to other tangible assets of the Company and the Company Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property (whether owned or leased by the Company or any of its Subsidiaries leased) are in all material respects in a good state of maintenance and repair normal operating condition (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws ) and are considered by fit for use in the Company to be adequate for the current ordinary course of business of the Company and its SubsidiariesCompany. To Notwithstanding anything to the knowledge contrary, no representations or warranties set forth in this Section 3.13 shall apply to any personal property of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any Company Subsidiary that is surplus to the operating needs of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the or any Company nor any of its Subsidiaries is in default under the terms of any such leaseSubsidiary as presently conducted.

Properties. (ia) A Except as would not have a Company Material Adverse Effect, the Company or its Subsidiaries have good title to, or valid leasehold interests in, as applicable, all real property, personal property and assets reflected on the Audited Company Balance Sheet or acquired after December 31, 2021, including all Material Real Property Leases, free and clear of all Liens other than Permitted Liens, except as have been disposed of since the Audited Company Balance Sheet Date in the ordinary course of business and, if after the date hereof, in accordance with the terms of this Agreement. (b) The Company does not, nor do any of its Subsidiaries, own any real property. (c) Section 3.15(c) of the Company Disclosure Letter sets forth a list of all leases, subleases, licenses and other use and occupancy arrangements of real property owned or leased by for which the Company or a Subsidiary of the Company is set forth in a tenant or subtenant, licensee or occupant having an annual rental value of $350,000 or more (such real property, the Company’s Disclosure Letter. The Company “Leased Real Property” and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in underlying lease, a judicial foreclosure proceeding or by way of “Material Real Property Lease”). Except as would not have a deed in lieu of foreclosure or similar transfer)Company Material Adverse Effect, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount each lease or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to sublease under which the Company or any of its Subsidiaries as lessee, leases real or personal property subleases any such Leased Real Property is valid and in full force and effect as and, to the Company Knowledge of the Company, valid and enforceable against the Subsidiaries and other parties thereto (ii) neither the Company nor any of its Subsidiaries, nor, nor to the Company’s knowledge, Knowledge any other party to a Material Real Property Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentMaterial Real Property Lease, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries has received or given any notice in writing that there is in a breach, violation or default under any Material Real Property Lease where such breach, violation or default remains uncured. Neither the terms Company nor any of its Subsidiaries has subleased or otherwise granted any such leasePerson the right to use or occupy any Leased Real Property. There is no condemnation proceeding pending or, to the Knowledge of the Company, threatened as to any Material Real Property Lease nor any material casualty which has not been fully restored.

Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) A list of all real the lease, sublease or license for such property owned or leased by the Company or a Subsidiary of the Company is set forth valid, legally binding, enforceable and in the Company’s Disclosure Letter. The Company full force and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extenteffect, and do not materially detract from the value, or materially interfere with the present use none of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real is in breach of or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any default under such lease, is in sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default or in violation by any of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)or permit termination, conform in all material respects with all applicable ordinancesmodification or acceleration by any third party thereunder, regulations and zoning laws and are considered by or prevent the Company to be adequate for the current business consummation of the Company and its Subsidiaries. To transactions contemplated by this Agreement; (ii) to the knowledge of the Company, none the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the buildingsCompany, structures there are no facts or other improvements located on any real property owned or leased by the Company or conditions affecting any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title the Improvements that, in the aggregate, would reasonably be expected to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto current use, occupancy or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in default under the terms any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such leaseReal Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.

Properties. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by the Company or any Company Subsidiary as of the date hereof other than the Corporate Office (all such real property interests, together with all right, title and interest of the Company and any Company Subsidiary in and to (i) A all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 3.18(a) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property owned or leased which, as of the date hereof, is under contract by the Company or a Company Subsidiary of the Company for purchase or which is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title required under a binding contract to all real property owned by it (including any property acquired in a judicial foreclosure proceeding be leased or by way of a deed in lieu of foreclosure subleased or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased licensed by the Company or a Company Subsidiary after the date hereof. Other than as required by any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedLeases, neither the Company nor any of its Subsidiaries Company Subsidiary is in default under the terms (A) obligated to dispose of any material Company Property or (B) bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, ground lease or otherwise acquire any Company Property. (b) The Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable freehold or fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens securing any Indebtedness set forth in Section 3.18(b)(i) of the Company Disclosure Letter, (ii) Liens that result from any Laws or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company Financial Statements (if such leasereserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and in compliance with, the procedures set forth in the applicable Company Leases, (iii) Liens arising under any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Company Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary or permitted by any Company Lease, (vi) Liens that are disclosed on any Company Title Insurance Policies or surveys made available by or on behalf of the Company or any Company Subsidiary to Parent prior to the date hereof and, with respect to the Company Ground Leases, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company Financial Statements (if such reserves are required pursuant to GAAP), (viii) Liens which will be released or insured over before Closing, (ix) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Company Property, in each case, covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the applicable Company Property as currently used and operated and (xiii) any other Lien approved by Parent.

Properties. (a) Section 2.8(a) of the Company Disclosure Schedule contains a complete and correct list, as of the date hereof, of the Company Leased Real Property, including with respect to each such Company Lease the date of such Company Lease and any material amendments thereto. With respect to each Company Lease, except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) A list of all real property owned or leased by the Company or a Subsidiary of Leases and the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as Ancillary Lease Documents are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as except to the extent they have previously expired or terminated in accordance with their terms. The Company has delivered to Parent full, complete and the Subsidiaries and neither accurate copies of each of the Company nor Leases and all Company Ancillary Lease Documents described in Section 2.8(a)(i) of the Company Disclosure Schedule; (ii) none of the Company Leases is subject to any Encumbrance other than a Permitted Encumbrance; (iii) none of the Company or its Subsidiaries, nor, to the Knowledge of the Company’s knowledge, any other party to any such leaseCompany Leases or Company Ancillary Lease Documents, is in default breach or in violation of any material provisions of any such lease. The Company has previously delivered default, and, to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute such a breach or default, under the Company Leases or any Company Ancillary Lease Documents; (iv) none of the buildingsParent or its Subsidiaries has assigned, structures transferred, conveyed, mortgaged, deeded in trust or other improvements located on any real property owned or leased by the Company or encumbered any of its Subsidiaries encroaches upon rights and interest in the leasehold or over subleasehold under any adjoining parcel or real estate of the Company Leases or any easement Company Ancillary Lease Documents in a manner that is material to the Company and that relates to the use or right-of-wayoccupancy of all or any portion of the Company Leased Real Property. (iib) The Except as would not reasonably be expected to have, individually or in the aggregate, a Company and each of its Subsidiaries has Material Adverse Effect, (i) the Company owns good and marketable title to all tangible personal property owned by ittitle, free and clear of all Liens Encumbrances, to all personal property and other non-real estate assets, in all cases excluding the Company Intellectual Property, necessary to conduct the Company’s business, except such Liens, if any, that are not material in character, amount or extentfor Permitted Encumbrances, and that do not materially detract from (ii) the valueCompany, or materially interfere with as lessee, has the present use of the properties subject thereto or affected thereby. With respect right under valid and subsisting leases to use, possess and control all personal property used in leased by the business Company as now used, possessed and controlled by the Company. (c) None of the Company and or its Subsidiaries that is leased rather than owned, neither the has any Company nor any of its Subsidiaries is in default under the terms of any such leaseOwned Real Property.

Properties. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) A list the Company and its Subsidiaries have valid leasehold interests in each parcel of real property used by the Company or any of its Subsidiaries, free and clear of all Liens, except for Permitted Liens, (ii) each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property owned or leased by is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of the Company or a Subsidiary of the Company is set forth in (as the case may be) and, to the knowledge of the Company’s Disclosure Letter. The Company and , each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries has good and marketable title (as the case may be) and, to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use knowledge of the properties subject Company, each of the other parties thereto or affected thereby. Each lease pursuant to which (except for such Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries as lesseesuch termination must be in the ordinary course of business), leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company’s knowledge, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lease and (iv) neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Lease, nor has the Company or any of its Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any such leaseLease that remains uncured as of the date hereof. Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property during the past five years. Except as has not had and would not reasonably be expected to have, is in default individually or in violation of any material provisions of any such lease. The the aggregate, a Company has previously delivered to Purchaser a complete and correct copy of each such lease. All Material Adverse Effect, the real property owned or leased used by the Company or any of its Subsidiaries and any plants, buildings, structures and equipment thereon leased by the Company and its Subsidiaries have no defects, are in all material respects in a good state of maintenance operating condition and repair and have been maintained consistent with standards generally followed in the industry (normal given due account to the age and length of use of same, ordinary wear and tear excepted), conform are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to have, individually or in all material respects with all applicable ordinancesthe aggregate, regulations and zoning laws and are considered by the a Company to be adequate for the current business of Material Adverse Effect, the Company and its Subsidiaries. To Subsidiaries are (and following the knowledge Closing will be) in possession of and have (and following the CompanyClosing will have) good title to, none of or valid leasehold interests in or valid rights under contract to use, the buildingsmaterial machinery, structures or equipment, furniture, fixtures and other improvements located on any real material personal property owned or leased and assets used by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waySubsidiaries. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Subsidiary acting in a fiduciary capacity, (ii) liens for Taxes not yet due and payable and (iiiii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. The Company’s leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitment with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Company Financial Statements. The Company’s Disclosure Letter identifies each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, identifying the section of the lease that contains such prohibition or restriction. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a list of the address of each real property, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased and all such real property interests, together with all right title and interest of the Company and any of its Subsidiaries in and to (i) A all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 4.19(a) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property owned or leased which, as of the date of this Agreement, is under contract by the Company or a Company Subsidiary for purchase or which is required under a written agreement to be leased or subleased by the Company or a Company Subsidiary after the date of this Agreement. Except as set forth on Section 4.19(a) of the Company Disclosure Letter, there are no real properties that Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. None of the Company or any of its Subsidiaries owns or leases any real property which is not set forth on Section 4.19(a) of the Company Disclosure Letter. (b) The Company or a Company Subsidiary owns good and valid fee simple title (with respect to jurisdictions that recognized such form of title or substantially similar title with respect to all other jurisdictions) or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Permitted Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) Neither the Company nor any of its Subsidiaries has received (x) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Company Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Company Material Adverse Effect, or (y) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any Subsidiary of the Company is set forth in has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company’s Disclosure Letter. The , threatened in writing with respect to any material portion of any of the Company Properties. (d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and each improvements on any of the Company Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any of its Subsidiaries has good received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (e) Section 4.19(e) of the Company Disclosure Letter sets forth, as of June 25, 2015, the aggregate monthly rent and marketable title security deposit amounts held for each Company Property other than any Company Property where the Company is a tenant (other than ground leases). Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent roll summary attached to Section 4.19(e) of the Company Disclosure Letter, correctly references the corresponding property with respect to each lease or sublease in effect on the date shown therein, the “Company Leases”. (f) True and complete copies in all real property owned by it material respects of (including i) all ground leases affecting the interest of the Company or any property acquired of its Subsidiaries in a judicial foreclosure proceeding the Company Properties and (ii) the Company Leases with aggregate annual rent payments to the Company or by way its Subsidiaries in excess of a deed in lieu of foreclosure or similar transferTwo Million Five Hundred Thousand U.S. Dollars ($2,500,000), in each case free in effect as of the date of this Agreement (the “Material Company Leases”), have been made available to Parent. Except as set forth on Section 4.19(f) of the Company Disclosure Letter, or as individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (1) neither the Company nor any of its Subsidiaries is and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Material Company Lease, (2) no event has occurred which would result in a breach or violation of, or a default under, any Material Company Lease by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto in each case, with or without notice or lapse of time or and clear no tenant under a Material Company Lease is in monetary default under such Material Company Lease, and (3) each Material Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or a Company Subsidiary and, to the knowledge of the Company, with respect to the other parties thereto, except as may be limited by the Enforceability Exceptions; provided, that for the purposes of clause (1) and (2) above, no tenant will be deemed to be in monetary breach, violation or default under such Material Company Lease if such monetary breach, violation or default has continued for a period of less than sixty (60) days and is with respect to an amount less than Fifty Thousand U.S. Dollars ($50,000). (g) As of the date of this Agreement, no purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement. (h) Except for Permitted Liens except and as set forth in Contracts made available to Parent prior to the date hereof, (i) liens for Taxes not yet due and payable there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof that would materially adversely affect the Company’s, or any of its Subsidiaries’, ownership, ground lease or right to use a Company Property subject to a Material Company Lease, and (ii) such easementsthere are no agreements to enter into any contract for sale, restrictions and encumbrancesground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, if anywhich, as are not material in charactereach case, amount is in favor of any party other than the Company or extenta Company Subsidiary (a “Company Third Party”). (i) Except pursuant to a Company Lease or any ground lease affecting any Company Property, and do not materially detract from neither the value, or materially interfere with the present use Company nor any of the properties subject thereto or affected thereby. Each lease its Subsidiaries is a party to any agreement pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to manages the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation development of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the for any Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayThird Party. (iij) The Company and each Company Subsidiary, as applicable, is in possession of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount insurance policies or extent, and that do not materially detract from the value, or materially interfere valid marked-up title commitments evidencing title insurance with the present use of the properties subject thereto or affected thereby. With respect to personal property used each Company Property (each, a “Company Title Insurance Policy” and, collectively, the “Company Title Insurance Policies”). No written claim has been made against any Company Title Insurance Policy, which, individually or in the business of the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (k) The Company and its Subsidiaries that is leased rather than have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, neither used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy and other than property owned by any third party managers), except as, individually or in the aggregate, would not reasonably be expected to have a Company nor Material Adverse Effect. None of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens that would not reasonably be expected to have a Company Material Adverse Effect. (l) The Company and its Subsidiaries is in default under the terms (A) have not received written notice of any structural defects, or violation of Law, relating to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) have not received written notice of any physical damage to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (m) Section 4.19(m) of the Company Disclosure Letter lists the parties currently providing third-party property management services to the Company Properties and the number of Company Properties currently managed by each such leaseparty.

Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good and marketable valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for the Company and its Subsidiaries to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)conduct their respective businesses as currently conducted, in each case free and clear of any all Liens except (i) liens for Taxes other than Permitted Liens of the Company and its Subsidiaries. Except as has not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extenthad, and do would not materially detract from reasonably be expected to have, individually or in the valueaggregate, a Company Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) Each of the Company and its Subsidiaries has complied with the terms of all real property leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to the lease, is in breach or default under such lease, and no event has occurred or circumstance exists which would, with or without notice, lapse of time, or materially interfere with the present use both, constitute a breach or default under such lease. Each of the properties subject thereto Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or affected therebyin the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any lease pursuant to which or any interest therein nor has the Company or any of its Subsidiaries as lesseesubleased, leases licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of the Company) a right to use or occupy such leased real estate or personal property is valid and in full force and effect as to any portion thereof. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and the Subsidiaries and neither the Company nor any complete list of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All (i) all real property owned or leased by the Company or any of its Subsidiaries are in and (ii) all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate real property leased for the current business benefit of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waypursuant to a Contract providing for annual aggregate rent in excess of $25,000. This Section 4.19 does not relate to Intellectual Property matters, which matters are the subject of Section 4.20. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (i) A Section 5.03(s)(i) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises owned or operated by the Company as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of the Company’s Disclosure Schedule, none of the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by the Company or any of its Subsidiaries, and together with a Subsidiary list of applicable leases or subleases and the name of the Company is set forth in lessor or sublessor. (iii) To the Company’s Disclosure LetterKnowledge, all real and personal property owned by the Company or any of its Subsidiaries or presently used by any of them in their respective business is in a good condition (ordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. The Company has good, marketable and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)indefeasible title, in each case free and clear of all Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of the Company as of March 31, 2021, or acquired after such date, other than properties sold by the Company or any Liens of its Subsidiaries in the ordinary course of business, except (iA) liens Liens for Taxes current taxes and assessments not yet due and or payable and for which adequate reserves have been established, (iiB) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such easementsimperfections of title, restrictions easements and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from (D) as reflected on the value, or materially interfere with the present use consolidated balance sheet of the properties subject thereto Company as of March 31, 2021. (iv) All real and personal property which is material to the Company’s business on a consolidated basis and leased or affected thereby. Each lease pursuant to which licensed by the Company or any of its Subsidiaries as lesseeis held pursuant to leases or licenses which are valid obligations of the Company or any of its Subsidiaries and, leases real or personal property is to the Company’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against the Company or such Subsidiary of the Company, and to ​ ​ Company’s Knowledge, the other parties thereto, in full force accordance with their terms, subject to the Bankruptcy and effect Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of the Company’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and the Company and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither the Company nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of the Company as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended. None of the owned or leased premises or properties described in paragraph (i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (vi) Except as set forth in Section 5.03(s)(vi) of the Company’s Disclosure Schedule, (A) neither the Company nor any of its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by the Company or any of its Subsidiaries (or any portion thereof or interest therein), (B) neither the Company nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property owned by the Company or any of its Subsidiaries, nor, (C) to the Company’s knowledgeKnowledge, no other Person has any other party rights to any such leasethe use, is in default occupancy or in violation enjoyment of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned by the Company or leased any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in Section 5.03(s)(vii) of the Company’s Disclosure Schedule, the real property owned by the Company or any of its Subsidiaries (A) is occupied under a valid certificate of occupancy or similar permit, (B) the Transaction will not require the issuance of any new or amended certificate of occupancy and, (C) to the Company’s Knowledge, there are no facts that would prevent any such property from being occupied and used by First Foundation Bank after the Closing in the same manner as occupied by the Company immediately prior to the Closing. (viii) To the Company’s Knowledge, (x) all improvements on the real property owned by the Company or any of its Subsidiaries are in all material respects in a good state wholly within the lot limits of maintenance such real property and repair do not encroach on any adjoining premises or easement or similar property right benefiting such real property, and (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and y) there are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located no encroachments on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement of property, right or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal ​ ​ benefit appurtenant thereto by any improvements located on any adjoining property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially which detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasetherefrom.

Properties. The real and material personal property owned by the Company or a Subsidiary of the Company or presently used by any of them in its respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. The Company has good and marketable title free and clear of all Liens to all of the real and material personal properties and assets reflected on the consolidated statement of financial condition of the Company as of September 30, 2003 included in the Company’s SEC Documents or acquired after such date, other than properties sold by the Company in the ordinary course of business, except (i) A list Liens for current taxes and assessments not yet due or payable, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of all its banking business, (iii) such imperfections of title, easements and encumbrances, if any, as are not, individually or in the aggregate, material in character, amount or extent and (iv) as reflected on the consolidated statement of financial condition of the Company as of September 30, 2003 included in the Company’s SEC Documents. All real and personal property owned which is material to the Company’s business on a consolidated basis and leased or leased licensed by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease held pursuant to leases or licenses which the Company or any of its Subsidiaries as lessee, leases real or personal property is are valid and enforceable in full force accordance with their respective terms and effect as such leases will not terminate or lapse prior to the Company Effective Time and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to there exists no material default under any such lease, is in default leases or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased licenses by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)nor, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the CompanyCompany and, none except as set forth on Schedule 5.23 of the buildingsCompany Disclosure Schedule, structures any event which with notice or other improvements located on any real property owned lapse of time or leased both would constitute a material default thereunder by the Company or any other Company Subsidiaries, except for such defaults which, individually, or in the aggregate, would not result in the forfeiture of its Subsidiaries encroaches upon the use or over any adjoining parcel occupancy of the property covered by such lease or in a material liability to the Company. The consent of the landlord under the real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business leases listed on Schedule 5.23 of the Company and its Subsidiaries that is leased rather than owned, neither Disclosure Schedule may be required in order to consummate the Company nor any of its Subsidiaries is in default under the terms of any such leasetransactions contemplated by this Agreement.

Properties. (a) Except (i) A as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) for Permitted Liens, the Company and its Subsidiaries have good title to, or valid leasehold or sublease interests in (or other comparable contract rights in or relating to), all tangible properties and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the Ordinary Course. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a correct and complete list of all real property owned or leased by the Company or a Subsidiary any of its Subsidiaries as of the date of this Agreement (the “Owned Real Property”) that is material to the Company is set forth or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the Company’s Disclosure Letter. The aggregate, a Company and each Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Owned Real Property, in each case free and clear of all Liens other than Permitted Liens. As of the date of this Agreement, neither the Company nor any Liens except Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Owned Real Property and, to the Knowledge of the Company, no such proceeding is threatened. (c) Section 4.16(c) of the Company Disclosure Schedule sets forth a correct and complete list of all real property that the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy pursuant to a lease, sublease or other agreement as of the date of this Agreement (the “Leased Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) liens for Taxes not yet due and payable and to the Company’s Knowledge, each lease, sublease or license (iieach, a “Lease”) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to under which the Company or any of its Subsidiaries as lesseeleases, leases real subleases or personal property is licenses any Leased Real Property is, to the Company’s Knowledge, valid and in full force and effect as to the Company and the Subsidiaries and effect, (ii) neither the Company nor any of its Subsidiaries, nor, nor to the Company’s knowledge, Knowledge any other party to a Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of any such lease. The Company has previously delivered to Purchaser a complete Lease, and correct copy of each such lease. All real property owned or leased by (iii) neither the Company or nor any of its Subsidiaries are in all material respects in a good state of maintenance and repair has received notice that it has breached, violated or defaulted under any Lease. (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by d) Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon is currently subleasing, licensing or over otherwise granting any adjoining parcel person any right to use or real estate occupy any Owned Real Property or any easement Leased Real Property. Except as would not reasonably be expected to have, individually or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the aggregate, a Company and its Subsidiaries that is leased rather than ownedMaterial Adverse Effect, neither the Company nor any of its Subsidiaries is in default under has since February 3, 2019 received notice of the terms existence of any outstanding Order or of any pending proceeding, and, to the Knowledge of the Company, there is no such Order or proceeding threatened, relating to the ownership, lease, use, occupancy or operation by the Company or its Subsidiaries of the Owned Real Property or the Leased Real Property.

Properties. (ia) A list Neither the Company nor any of all its Subsidiaries own any real property. (b) The Company or one of its Subsidiaries has a valid leasehold interest in each parcel of real property owned or leased by the Company or a Subsidiary and its Subsidiaries (including the parcels of real property listed in Section 3.18 of the Company Disclosure Letter), free and clear of all Liens other than (i) Liens for current taxes and assessments not yet past due or the amount or validity of which is set forth being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Company’s Disclosure Letter. The ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use or operation of the assets by the Company and each its Subsidiaries (“Permitted Liens”). (c) Except to the extent disposed of in the ordinary course of business consistent with past practice, the Company or one of its Subsidiaries has good and marketable valid title to all real to, or in the case of leased personal property, a valid leasehold interest in, each item of personal property that is recorded or reflected as owned by it (including any property acquired or leased, as the case may be, on the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2010 included in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Company SEC Documents, in each case free and clear of any all Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waythan Permitted Liens. (iid) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business Each of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such leasenoncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.18 does not relate to intellectual property, which is the subject of Section 3.19.

Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material a valid leasehold or sublease interest or other comparable contract right in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which real property that the Company or any of its Subsidiaries as lesseeleases, leases subleases or otherwise occupies without owning (each such real property, a “Company Leased Real Property” and each such lease, sublease or personal property is comparable right, a “Company Lease”), and (ii) good, valid and marketable title to, or a valid leasehold, sublease interest or other comparable contract right in, the other material tangible assets and properties necessary to the conduct of the businesses of the Company and its Subsidiaries as currently conducted, in each of clauses (i) and (ii), free and clear of all encumbrances except for Permitted Encumbrances or encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) the Company and its Subsidiaries have complied in all respects with the terms of all Company Leases and all Company Leases are in full force and effect as to the Company and the Subsidiaries and effect, (ii) neither the Company nor any of its SubsidiariesSubsidiaries has received any written notice that the Company or any of its Subsidiaries is in default under any Company Lease, nornor to the Knowledge of the Company, is any other party to such Company Lease in default thereunder and (iii) no event has occurred, which, after the giving of notice, with lapse of time or both, would constitute a default by the Company or its Subsidiaries under any Company Lease or, to the Company’s knowledgeits Knowledge, any other party to any under such leaseCompany Lease. (c) Section 4.19(c) of the Company Disclosure Letter sets forth a true, is in default or in violation correct and complete list of any all material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedthe “Company Owned Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries owns, holds, has granted or is in default obligated under the terms any option, right of first offer, right of first refusal or other contractual right to sell or dispose of any such leaseof the Company Owned Real Property or any portion thereof or interest therein that is individually or in the aggregate material to the Company and the Company Subsidiaries taken as a whole.

Properties. (ia) A list of The Company or a Company Subsidiary has good and valid title to, or a valid leasehold estate in, all real property the properties and assets reflected in the Company’s December 31, 2009 balance sheet included in the Company SEC Reports as being owned or leased by the Company or a Company Subsidiary (except for properties and assets subsequently sold, and leases subsequently terminate, in the ordinary course of business). (b) Section 3.19(b) of the Company is set forth in the Company’s Disclosure LetterLetter lists all Company Fee Property. The Company and each or one of its the Company Subsidiaries has good good, valid and marketable title to each parcel of real property owned in fee by the Company or any of its Company Subsidiaries (“Company Fee Property”). (c) Section 3.19(c) of the Company Disclosure Letter lists all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant leases to which the Company or any of its Subsidiaries as lesseeCompany Subsidiary is a party (together with all amendments, leases real modifications, supplements, renewals and extensions related thereto (collectively, the “Leases”). Except as, individually or personal property in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Lease is valid and binding on the Company and each Company Subsidiary party thereto in accordance with its respective terms and is in full force and effect as to the Company effect, and the Subsidiaries and neither the Company nor (ii) there is no breach or default under any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Lease by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)or, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none any other party thereto. To the Company’s knowledge, as of the buildings, structures or other improvements located on any real property owned or leased by the Company or any date of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedthis Agreement, neither the Company nor any Company Subsidiary has received any written notice of its Subsidiaries any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Company Subsidiary under any Lease. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in default under possession of the terms of any such leaseproperties purported to be leased or licensed thereunder.

Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one or more of its Subsidiaries has good good, valid and marketable fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case the Owned Real Property free and clear of any Liens except Encumbrances other than the Permitted Encumbrances, and no third party has an option to purchase the Owned Real Property. Section 3.11(a) of the Company Disclosure Letter contains a true and complete list by address and legal description of the Owned Real Property as of the date hereof. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a list, which is true, correct and complete in all material respects as of the date of this Agreement, of (i) liens for Taxes not yet due all real property leases, subleases, licenses and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to occupancy agreements under which the Company or any of its Subsidiaries is occupying the premises as lesseea tenant or subtenant (together with any and all amendments and modifications thereto and guarantees thereof, leases real or personal property is valid the “Real Property Leases”), (ii) the name of the current tenant and in full force landlord thereunder and effect as to (iii) the Company and the Subsidiaries and neither the Company nor any address of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by (the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted“Leased Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business . Except as set forth on Section 3.11(b) of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedDisclosure Letter, neither the Company nor any of its Subsidiaries has (A) mortgaged any interest in any such Real Property Lease, or (B) transferred or assigned any material interest in any such Real Property Lease not reflected in such Real Property Lease. Each Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable, and the Company and its Subsidiaries, as applicable, are not in material default under any Real Property Lease. Except as set forth on Section 3.11(b) of the terms Company Disclosure Letter, no ownership or leasehold interest identified on Section 3.11(b) of the Company Disclosure Letter has been leased, subleased, transferred or assigned, in whole or in part, by the Company or any of its Subsidiaries to another Person (other than the Company or any of its Subsidiaries), except as would not reasonably be expected to result in a Company Material Adverse Effect. (c) The transactions contemplated by this Agreement do not require any consent or approval of any party to any Real Property Lease with an annual rent of $5,000,000 or more and will not result in the breach or default under any such leaseReal Property Lease, and will not otherwise cause any such Real Property Lease to cease to be in full force and effect on identical terms following the closing, in each. (d) The Owned Real Property and the Leased Real Property constitute all the real property used or held for use in connection with, necessary for the conduct of, and material to, the business of the Company and its Subsidiaries.

Properties. (ia) A list Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and defensible title to all of all real property the Company Oil and Gas Interests reflected in the Company Reserve Reports or disclosed in the Company SEC Documents and attributable to interests owned or leased by the Company and its Subsidiaries, except for such Company Oil and Gas Interests sold, used or a Subsidiary otherwise disposed of the Company is set forth since December 31, 2018 in the Company’s Disclosure Letter. The Company and each ordinary course of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)business, in each case free and clear of all Liens other than Company Permitted Liens, and other than any Liens except conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) liens for Taxes not yet due each Company Oil and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant Gas Lease to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party is valid and in full force and effect as effect, subject to the Company and limitation of such enforcement by the Subsidiaries and neither Remedies Exceptions, (ii) none of the Company nor or any of its Subsidiaries, norSubsidiaries (and, to the Company’s knowledge, no third party operator) has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Company Oil and Gas Lease, and (iii) none of the Company or any of its Subsidiaries has received written notice from the other party to any such leaseCompany Oil and Gas Lease that the Company or any of its Subsidiaries, is in default as the case may be, has breached, violated or defaulted under any Company Oil and Gas Lease. (b) Except as would not reasonably be expected to have, individually or in violation the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of any material provisions of any such lease. The the Company has previously delivered good and valid title to Purchaser a complete and correct copy of each such lease. All real property owned or leased by (and each real property at which operations of the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered conducted) owned by the Company to be adequate for or any Subsidiary (but excluding the current business Company Oil and Gas Interests) (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and its Subsidiaries. To the knowledge of the Companyvalid leasehold interest in each lease, none of the buildings, structures or sublease and other improvements located on any real property owned or leased by agreement under which the Company or any of its Subsidiaries encroaches upon uses or over occupies or has the right to use or occupy any adjoining parcel real property (or real estate property at which operations of the Company or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good are conducted) (but excluding the Company Oil and marketable title Gas Interests) (such property subject to all tangible personal property owned by ita lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens except such other than any Company Permitted Liens, if anyand other than any conditions, that are not material in characterencroachments, amount or extenteasements, rights-of-way, restrictions and other encumbrances that do not materially detract from adversely affect the valueexisting use of real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions, and (B) no uncured default on the part of the Company or, if applicable, its Subsidiaries or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or materially interfere with both, would constitute a breach or default under a Company Real Property Lease. (c) Except as would not reasonably be expected to have, individually or in the present aggregate, a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the properties subject thereto Company Leased Real Property by the Company or affected thereby. With respect to personal property used its Subsidiaries in the operation of its business of thereon, (ii) except for such arrangements solely among the Company and its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that is leased rather than ownedwould reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by the Company or its Subsidiaries in default under the terms operation of its business thereon. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there is no pending or, to the knowledge of the Company, threatened, appropriation, condemnation or like Action or Order affecting the Company Owned Real Property or any part thereof or of any sale or other disposition of the Company Owned Real Property or any part thereof in lieu of condemnation or other matters affecting and impairing the current use, occupancy or value thereof. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Company Oil and Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Company ▇▇▇▇▇ or awaiting on transfer orders for recently acquired Company Oil and Gas Interests as of the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all rentals, shut-ins and similar payments owed to any person or individual under (or otherwise with respect to) any Company Oil and Gas Leases have been properly and timely paid and (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Company Oil and Gas Interests have been timely and properly paid (other than any such leaseProduction Burdens which are being held in suspense by Company or its Subsidiaries in accordance with applicable Law). (f) All of the Company ▇▇▇▇▇ and all water, CO2 or injection ▇▇▇▇▇ located on the Company Oil and Gas Leases or Company Units or otherwise associated with a Company Oil and Gas Interest have been drilled, completed and operated within the limits permitted by the applicable Company Oil and Gas Contracts, Company Oil and Gas Leases and applicable Law (other than Environmental Law and those relating to Taxes), and all drilling and completion (and plugging and abandonment) of the Company ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) All Company Oil and Gas Interests operated by the Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Company Oil and Gas Leases and applicable Law (other than Environmental Law and those relating to Taxes), except where the failure to so operate would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) None of the Company Oil and Gas Interests are subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (i) None of the Company Oil and Gas Interests are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries owns and has good and marketable title to all real property of its assets and properties reflected as owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)on the Balance Sheet, in each case free and clear of any Liens Lien, except for (i) liens assets and properties disposed of, or subject to purchase or sales orders, in the ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) Liens for Taxes not yet due and payable and delinquent. (iib) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use Section 3.18(b) of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company Disclosure Schedule sets forth a complete list and the Subsidiaries and neither the Company nor any location of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All all real property that is owned or leased used by the Company or any of its Subsidiaries or that is reflected as an asset of the Company on the Company Balance Sheet (“Real Property”). (c) Neither the Company nor any of its Subsidiaries owns any Real Property. (d) The Company has previously made available to Parent true and complete copies of all Leases. Each Lease is valid, binding and enforceable against the Company or its Subsidiary, as the case may be, and, to the Knowledge of Company, the other parties thereto in accordance with its terms and is in full force and effect, except, in the case of enforceability against the other parties thereto, as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights, and to general equity principles. The leasehold estate created by each Lease is free and clear of all Liens. There are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered no existing defaults by the Company to be adequate for the current business or a Subsidiary under any of the Leases, nor, to the Knowledge of Company, has an event occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease, except, in each instance, for those defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries. To the knowledge or a Subsidiary of the Company. (e) There are no proceedings, none claims, disputes or conditions affecting any Real Property that could materially curtail or interfere with the use of such property. Neither the whole nor any portion of the buildings, structures or Real Property nor any other improvements located on any real property owned or leased by assets of the Company or any of its Subsidiaries encroaches upon is subject to any governmental decree or over order to be sold or is being condemned, expropriated or otherwise taken by any adjoining parcel public authority with or real estate or any easement or right-of-way. (ii) The Company and each without payment of its Subsidiaries has good and marketable title compensation therefor, nor, to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use Knowledge of the properties subject thereto Company, has any such condemnation, expropriation or affected therebytaking been proposed. With respect Neither the Company nor a Subsidiary of the Company is a party to personal property any lease, assignment or similar arrangement under which the Company is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. There is no equipment located on the premises of the Company or used in the business of the Company and its Subsidiaries that is leased rather than ownedon loan from another party. (f) The Company has not received any notice of, neither or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Company nor Real Property or by any board of its Subsidiaries is in default under fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the terms of any such leaseReal Property, which repair or work has not been completed.

Properties. (iNeither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 3.7(a) A of the Company Disclosure Letter sets forth a list of all real property owned currently leased, licensed or leased subleased by the Company or a Subsidiary any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company is set forth in or any of its Subsidiaries, or to the knowledge of the Company’s Disclosure Letter, by any other party thereto. The Company or its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. To the knowledge of the Company, no parties other than the Company or any of its Subsidiaries have a right to occupy any Leased Real Property. To the knowledge of the Company, the Leased Real Property is in compliance, in all material respects, with Legal Requirements. The Company and each of its Subsidiaries has good and marketable title to performed all real property owned by it (including of its material obligations under any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease termination agreements pursuant to which the Company or it has terminated any leases of its Subsidiaries as lessee, leases real or personal property is valid that are no longer in effect and in full force and effect as has no material continuing Liability with respect to such terminated real property leases. The physical assets of the Company and the Subsidiaries and neither the Company nor any of its Subsidiariesare, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects respects, in a good state of maintenance condition and repair (repair, subject to normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waytear. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list of The Company or its Subsidiaries have good title to, or valid leasehold interests in, all real material property owned or leased by and material assets reflected on the Company Balance Sheet or a Subsidiary of acquired after the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Balance Sheet Date, in each case free and clear of any all Liens except Permitted Liens, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice. Neither the Company nor any Subsidiary owns any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) liens for Taxes not yet due and payable and each lease or sublease (iieach, a “Lease”) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to under which the Company or any of its Subsidiaries as lessee, leases or subleases any real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and effect, (ii) neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to a Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair Lease, (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (iiiii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is has received any notice in default writing that it has breached, violated or defaulted under any Lease, (iv) the terms Company’s or its Subsidiaries’ possession and quiet enjoyment of the leased real property under each Lease has not been disturbed, and, to the knowledge of the Company, there are no material disputes with respect to such Lease; and (v) there are no Liens on the estate created by any such leaseLease other than Permitted Liens. The Company has delivered to Parent a true and complete copy of each Lease.

Properties. (iSection 2.7(a)(i) A of the Company Disclosure Letter sets forth a list of all real property currently owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedthe “Owned Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate . Except for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property Owned Real Property currently owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedSubsidiaries, neither the Company nor any of its Subsidiaries has owned any real property during the last five years. Section 2.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Significant Subsidiaries and any other material real property currently leased, licensed or subleased by any of the Company’s Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”). The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default). Except as set forth in default Section 2.7(a)(iii) of the Company Disclosure Letter, no parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the terms expiration or earlier termination of any such leaseleases or other occupancy agreements for the Real Property.

Properties. (ia) Neither the Company nor any Subsidiary owns any real property. The Company and the Subsidiaries have a valid leasehold interest in all leases of real property to which any of them is a party (collectively, the "LEASES"). A true and correct list of all real property owned or leased by each such Lease is contained on Schedule 3.14(a). Each such Lease is a valid and binding agreement of the Company or a Subsidiary Subsidiary, as the case may be, and is in full force and effect. None of the Company, any Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such material Lease, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material default thereunder. (b) With respect to all property and assets other than real property ("OTHER PROPERTY"), the Company is set forth and the Subsidiaries have good and valid title to, or a valid leasehold interest in, the Other Property (whether personal, tangible or intangible) used by them, located on their premises or reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for any Other Property sold since the Balance Sheet Date in the Company’s Disclosure Letter. The ordinary course of business consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Company and each of its Subsidiaries has good and marketable title the Subsidiaries. (c) No Lease or Other Property is subject to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Lien, in each case free and clear of any Liens except except: (i) liens as of the date hereof, Liens disclosed on the Balance Sheet or on the Interim Balance Sheet; (ii) Liens for Taxes taxes not yet due or being contested in good faith (and payable and for which adequate accruals or reserves have been established on the Balance Sheet); (iiiii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and Liens created by operation of law; (iv) Liens under the Post-Petition Bank Credit Agreement (which will be released at Closing); (v) Liens disclosed on Schedule 3.14(c) hereto; and (vi) Liens which do not materially detract from the value, value or materially interfere with the any present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, collectively, the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted"PERMITTED LIENS"), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A Section 4.17(a) of the Company Disclosure Letter sets forth a list of all the address and common name of each Company Property and identifies each Company Property under which Company or any Company Subsidiary is a lessee or sublessee, including any Company Property in which Company or any Company Subsidiary holds any air rights. Section 4.17(a) of the Company Disclosure Letter sets forth a list of the real property owned or leased which, as of the date of this Agreement, is under contract to be purchased by the Company or a Company Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. There are no real properties that either Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. Section 4.17(a) of the Company is set Disclosure Letter sets forth in a list of the Company’s Disclosure Letter. The mortgage notes receivables and commercial mortgage backed and similar securities owned by Company or any Company Subsidiary. (b) Either Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) or air rights to each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Company Properties, in each case case, free and clear of Liens, except for Company Permitted Liens none of which Company Permitted Liens have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.17(b) of the Company Disclosure Letter describes the material Company Permitted Liens which are being contested in good faith by appropriate proceedings. (c) Neither Company nor any Liens except of the Company Subsidiaries has received (i) liens for Taxes not yet due and payable and (ii) such easementswritten notice that any certificate, restrictions and encumbrances, if any, as are not material in character, amount permit or extent, and do not materially detract license from the value, or materially interfere with the present use any Governmental Authority having jurisdiction over any of the properties subject thereto Company Properties or affected thereby. Each lease pursuant any agreement, easement or other right of an unlimited duration that is necessary to which permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of its Subsidiaries as lessee, leases real or personal property the Company Properties is valid and not in full force and effect as of the date of this Agreement (or of any pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect. (d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use and operation of the Subsidiaries buildings and improvements on any of the Company Properties as currently used and operated or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any Company Subsidiary has received written notice of its Subsidiariesany outstanding threat of modification or cancellation of any such certificate, norvariance, permit or license, except for any of the foregoing as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (e) No condemnation, eminent domain or similar proceeding or rezoning proceeding has occurred or is pending with respect to any owned or ground leased Company Property, and, to the Knowledge of Company’s knowledge, any other party no (i) condemnation or rezoning proceedings are threatened with respect to any such leaseof the Company Properties and (ii) no zoning regulation or ordinance (including with respect to parking), is Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in default violation) for any Company Property. (f) Except for discrepancies, errors or omissions that, individually or in violation the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent rolls for each of any material provisions the Company Properties, as of any such lease. The Company has December 31, 2013, which rent rolls have previously delivered to Purchaser a complete and correct copy been made available by or on behalf of each such lease. All real property owned or leased by the Company or any Company Subsidiary to Parent (including an indication of its Subsidiaries whether any Company Property is subject to net leases), are true and correct in all respects and (i) correctly reference each lease or sublease that was in effect as of December 31, 2013, and to which Company or a Company Subsidiary is a party as lessor or sublessor with respect to each of the Company Properties and (ii) identify the rent payable under the Company Lease as of such date. Company has provided or made available to Parent a list of all security deposit amounts currently held under the Company Leases and such security deposits are in the amounts required by the applicable Company Lease and which security deposits have been held and applied in all material respects in a good state of maintenance accordance with Law and repair the applicable Company Leases. (normal wear g) True and tear excepted), conform complete (in all material respects with respects) copies of all applicable ordinances, regulations and zoning laws and are considered by (x) ground leases affecting the interest of Company or any Company Subsidiary in the Company Properties and (y) Company Leases for real property in excess of 10,000 square feet (the “Material Company Leases”), in each case in effect as of the date hereof, have been made available to Parent. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither Company nor any Company Subsidiary is and, to the Knowledge of Company, no other party is in breach or violation of, or default under, any Material Company Lease, (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material Company Lease by Company or any Company Subsidiary, or, to the Knowledge of Company, any other party thereto (in each case, with or without notice or lapse of time) and no tenant under a Material Company Lease is in monetary default under such Material Company Lease, (iii) no tenant under a Material Company Lease is the beneficiary or has the right to become a beneficiary of a loan or forbearance from Company or any Company Subsidiary in excess of $500,000 in the aggregate, and (iv) each Material Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to Company or a Company Subsidiary and, to the Knowledge of Company, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither Company nor any Company Subsidiary has received written notice from any tenant under any Material Company Lease that such tenant is challenging the calculation of any amounts to be adequate for paid by any such tenant under any Material Company Lease, no tenant under a Material Company Lease is currently asserting in writing a right to cancel or terminate such Material Company Lease prior to the end of the current business term, neither Company nor any Company Subsidiary has received a notice of any insolvency or bankruptcy proceeding involving any tenant under a Material Company Lease and no tenant under a Material Company Lease is in monetary default in an amount in excess of $100,000 relating to the payment of any amounts payable under such Material Company and its SubsidiariesLease. Neither Company nor any Company Subsidiary has received a notice from any tenant under a Material Company Lease that such tenant intends to terminate such tenant’s Company Lease or that such tenant or other party intends to cease operations of such store. (h) To the knowledge Knowledge of the Company, none there are no material Tax abatements or exemptions specifically affecting any of the buildingsCompany Properties. Neither Company nor any Company Subsidiary has received any written notice of (and Company and Company Subsidiaries do not have any Knowledge of) any proposed increase in the assessed valuation of any Company Property or of any proposed public improvement assessments that, structures in any of the foregoing, will result in the Taxes or assessments payable in the next tax period increasing by an amount material to Company and Company Subsidiaries, considered as a whole, in each case, to the extent such Tax is (i) on a Company Property that is not subject to a Company Lease, (ii) on a Company Property for which Company is not required by the terms of Company Leases to be reimbursed for such Tax and (iii) on a Company Property that is leased to multiple tenants. (i) As of the date of this Agreement, no purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement. (j) Except for Company Permitted Liens or as set forth in Company Leases and title documents provided to Parent prior to the date hereof, (i) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other improvements located on rights to purchase or otherwise acquire any Company Property or any portion thereof, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, which, in each case, is in favor of any party other than Company or a Company Subsidiary (a “Company Third Party”). (k) Except pursuant to a Company Lease, or any ground lease affecting any Company Property, neither Company nor any Company Subsidiary is a party to any agreement pursuant to which Company or any Company Subsidiary manages or manages the development of any real property owned or leased by the for any Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayThird Party. (l) Company and each Company Subsidiary, as applicable, are in possession of title insurance policies with respect to each Company Property (each, a “Company Title Insurance Policy” and, collectively, the “Company Title Insurance Policies”). A copy of each Company Title Insurance Policy in Company’s possession has been made available to Parent. No written claim has been made against any Company Title Insurance Policy, which, individually or in the aggregate, would be material to any Company Property. (m) To the Knowledge of Company, Section 4.17(m) of the Company Disclosure Letter lists each Company Property that is (i) under development as of the date hereof (other than normal repair and maintenance), and describes the status of such development as of the date hereof or (ii) subject to a binding agreement for development or commencement of construction by Company or a Company Subsidiary, in each case other than those pertaining to customary capital repairs, replacements and other similar correction or deferred maintenance items in the ordinary course of business. (n) Section 4.17(n) of the Company Disclosure Letter lists the parties currently providing third-party property management services to Company or a Company Subsidiary and the number of Company Properties currently managed by each such party. (o) The Company Properties (x) are supplied with utilities and other services as reasonably required for their continued operation as they are now being operated, (y) are, to the Knowledge of Company, in good working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to Parent, and (z) are, to the Knowledge of Company, adequate and suitable for the purposes for which they are presently being used. (p) To the Knowledge of Company, each of the Company Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof. (q) Company and any Company Subsidiaries has have good and marketable valid title to, or a valid and enforceable leasehold interest in, or other right to use, all tangible material personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by it, free tenants and clear used or held in connection with the applicable tenancy) except as individually or in the aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. None of all Liens except Company’s or any Company Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, if any, except for Company Permitted Liens and Liens that are have not material in character, amount or extent, and that do would not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. reasonably be expected to have a Company Material Adverse Effect. (r) With respect to personal property used any Company Property that includes or is adjacent to any retail store in the business excess of the Company and its Subsidiaries 30,000 square feet that is leased rather than owned, owned by the operator of such retail store (a “Shadow Anchor”): (i) neither the Company nor any Company Subsidiary has received written notice that such Shadow Anchor intends to sell its property or close the store operated by such Shadow Anchor; and (ii) neither Company nor to the Knowledge of its Subsidiaries is in Company any Shadow Anchor or any other party has received written notice of material default under any reciprocal easement agreement or joint operating agreement or similar agreement that relates to the terms operation of any such leaseCompany Property.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in Section 3.2(s) of the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (iA) liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and (iiB) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries Subsidiaries, as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches encroach upon or over any adjoining parcel or real estate or any easement or right-right- of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property properties and assets owned by it and used in its business (including any except such real and other property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, assets as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease held pursuant to which the Company leases or any of its Subsidiaries as lessee, leases real or personal property is valid and licenses described in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedSchedule 3.12), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens liens, mortgages, security interests, pledges, charges, and encumbrances (except such Liensas are disclosed in Schedule 3.12 or disclosed on the Company's Last Balance Sheet) other than Permitted Encumbrances. 3.12.01. Attached as Schedule 3.12 is a true and complete list of all properties and assets owned, if any, that are not material in character, amount or extent, and that do not materially detract from the valueleased, or materially interfere licensed by the Company having an individual or aggregate value of $5,000 or more, including with the present use of the properties subject thereto or affected thereby. With respect to personal property used such properties and assets leased or licensed by the Company, a description of such lease or license. All such properties and assets owned by the Company are reflected on the Company's Last Balance Sheet. All properties and assets owned, leased, or licensed by the Company are in good and usable condition (reasonable wear and tear excepted); 3.12.02. The properties and assets owned, leased, or licensed by the Company constitute all such properties and assets which are necessary to the business of the Company and its Subsidiaries that is leased rather than as presently conducted; 3.12.03. To the Knowledge of the Company or the Stockholder, no real property owned, neither leased or licensed by the Company nor any lies in an area which is, or will be subjected to zoning, use or building code restrictions which would prohibit, and no stated facts relating to the actions or inaction of another person or entity of his or its Subsidiaries is in default under the terms ownership, licensing, leasing, or use of any real or personal property exists which would prevent, the continued effective ownership, leasing, licensing or use of such leasereal property in the business in which the Company is now engaged; and 3.12.04. All accounts and notes receivable reflected on the Company's Last Balance Sheet, and arising since the Last Balance Sheet Date, arise from services or products provided by the Company and have been collected, or are valid, subject to the Company's reserve therefor as reflected on the Company's Last Balance Sheet and adjustments consistent with the Company's past practices.

Properties. (ia) A Neither the Company nor any of its subsidiaries owns or has ever owned any real property. (b) Section 3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned leased, subleased or leased otherwise occupied by the Company or a Subsidiary any of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Company Leased Real Property”). No Company Leased Real Property is set forth in subject to any Lien, including without limitation, any right to the use or occupancy of any Company Leased Real Property, other than Company Permitted Liens. Each Company Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Company Leased Real Property leased thereunder, and is, with respect to the Company or the applicable subsidiary of the Company’s Disclosure Letter, a valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception. The As of the date hereof, the Company and each has not received any written notice of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding termination or by way cancellation of or of a deed in lieu breach or default under any Company Real Property Lease that remains uncured as of foreclosure the date of this Agreement nor, to the knowledge of the Company, has any event occurred which, with notice or similar transfer)lapse of time or both, in each case free and clear would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any Liens except (isuch Company Real Property Lease. With respect to the Company Leased Real Property, Section 3.14(b) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to Company Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Company or any of its Subsidiaries subsidiaries is, as lesseeof the date hereof, leases real the landlord, sublandlord, tenant, subtenant or personal property is valid and in full force and effect occupant that have not been terminated or expired as to of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws date hereof and are considered by the Company material to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedsubsidiaries, taken as a whole (each a “Company Real Property Lease”). The Company has heretofore made available to Parent true and complete copies of the Company Real Property Leases. (c) With respect to each of the Company Leased Real Properties, neither the Company nor any of its Subsidiaries is in default under the terms subsidiaries has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate contained in the Company Real Property Leases. (d) Neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and the Company has not received written notice threatening any such leaseproceedings, in each case, affecting any material portion of the Company Leased Real Property. Neither the Company nor any of its subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any material portion of the Company Leased Real Property. As of the date hereof, none of the material improvements located on any parcel of Company Leased Real Property that is material to the business of the Company and its subsidiaries, taken as a whole, has been damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of the Company in the ordinary course. (e) To the knowledge of the Company, there are no conditions or defects, latent or otherwise, to the Company Leased Real Property that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) None of the Company’s or its subsidiaries’ current use of the Company Leased Real Property violates any restrictive covenant of record that affects any of the Company Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expected to have a Company Material Adverse Effect.

Properties. (ia) A Section 3.14(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of all real property owned or leased by the Company or a Subsidiary each member of the Company is set forth in Group (the Company’s Disclosure Letter“Owned Real Property”). The applicable member of the Company and each of its Subsidiaries Group has good and marketable title in fee simple to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itOwned Real Property, free and clear of all Liens except such LiensEncumbrances (other than Permitted Encumbrances). The Company Group has made available to Trinity and PubCo true and complete copies of the most recent surveys and title policies in their possession with respect to all Owned Real Properties. As of the date of this Agreement, if any, that are not material in character, amount or extentno portion of the Owned Real Property is subject to any pending, and that do not materially detract from to the valueKnowledge of the Companies there is no threatened, condemnation proceeding (or any consensual agreement in lieu thereof), rezoning application or proceeding or other Action. (b) Section 3.14(b) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of all material leases, subleases, licenses and other occupancy agreements relating to real property to which any member of the Company Group is a party as lessee, sublessee, licensee, landlord, sublandlord, licensor or occupant with anticipated annual rental payments in excess of $50,000 (the “Real Property Leases”). The applicable member of the Company Group has a valid leasehold estate in all real property occupied by a member of the Company Group (or any employees thereof) pursuant to the Real Property Leases, free and clear of all Encumbrances (other than Permitted Encumbrances). Each of the Real Property Leases to which any member of the Company Group is a party is, subject to the Enforceability Exceptions, in full force and effect and is a valid and binding agreement of the applicable member of the Company Group. (c) No member of the Company Group, or materially interfere to the Knowledge of the Companies, any other person or party thereto, is in breach in any material respect or default under any of the Real Property Leases, and to the Knowledge of the Companies, there has not occurred any event that with the present use lapse of time or the giving of notice or both would constitute such a breach or default under any of the properties subject Real Property Leases. (d) The Company Group has made available to Trinity true and complete copies of all such Real Property Leases (including all modifications and amendments thereto and guaranties and renewals thereof), and none of the Real Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies of same made available to Trinity and PubCo. (e) Except as would not reasonably be expected to be material to the Company Group, taken as a whole, each member of the Company Group has good and marketable title to, or affected thereby. With respect holds a valid leasehold interest in, or a valid license to use, all of the assets and personal property used in the business by such member of the Company and its Subsidiaries that is leased rather than owned, neither Group in the Company nor any operation of its Subsidiaries is in default under the terms respective Business, free and clear of any such leaseEncumbrances (other than Permitted Encumbrances).

Properties. (a) Section 3.10 of the Disclosure Schedule contains a true, complete and correct list (designating the relevant owners, lessors and lessees) of (i) A list all real property owned, leased or subleased by the Company or any Subsidiary and (ii) all equipment, fixtures and other personal property owned, leased, subleased or managed by the Company or any Subsidiary which, in the case of clause (ii) only, has a net book value or commitment in excess of $50,000. Copies of all real and personal property owned leases and deeds of the Company and each Subsidiary relating to the property identified on Section 3.10 of the Disclosure Schedule have been delivered or made available to Siemens by the Company. (b) With respect to real property leased or subleased by the Company or any Subsidiary, the Company or such Subsidiary has a valid leasehold interest in such real property, and the leasehold or other interest of the Company or such Subsidiary in such real property is not subject or subordinate to any Lien. Neither the Company nor any applicable Subsidiary is in default in any material respect under any such lease, or sublease and, to the Company's knowledge, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the right to terminate prior to its scheduled expiration the term of any such lease or sublease as a result of the transactions contemplated by this Agreement. (c) Neither the Company nor any Subsidiary has received any written notice that the whole nor any part of any real property owned, leased, subleased, used or occupied by the Company or any Subsidiary is subject to any pending suit for condemnation or other taking by any public authority, and, to the Company's knowledge, no such condemnation or other taking is currently threatened or contemplated. The properties owned, leased or subleased by the Company and its Subsidiaries are sufficient to conduct the operations of the Company and its Subsidiaries as currently conducted, and the foregoing personal properties are in good operating condition and repair, normal wear and tear excepted. (d) Except as disclosed in the December Financial Statements, the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries owns outright or has good and marketable fee title to or a valid leasehold or license interest in all real property owned by it of its respective assets and properties (including any property acquired including, without limitation, those reflected as assets on the balance sheet included in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferthe December Financial Statements), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsLien. The Company, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere together with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, norhas all necessary assets, equipment and properties to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used engage in the business of as currently conducted and proposed to be conducted by the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseCompany.

Properties. (ia) A list Section 3.14(a) of the Disclosure Schedule correctly describes by common address all real property owned or leased by the Company or a any Subsidiary of (the Company is set forth in the Company’s Disclosure Letter"Owned Real Property"). The Company and each of its Subsidiaries or a Subsidiary has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way each parcel of a deed in lieu of foreclosure or similar transfer), in each case Owned Real Property free and clear of Liens, except Permitted Liens and Exceptions, and there are no leases, subleases or licenses affecting the Owned Real Property, nor any Liens except outstanding options to purchase the Owned Real Property. (b) Section 3.14(b) of the Disclosure Schedule contains (i) liens for Taxes not yet due an accurate and payable complete list and summary description of all leases, subleases, licenses, concessions and other agreements, (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extentthe "Leased Real Property", and do not materially detract from the value, or materially interfere collectively with the present use of Owned Real Property, the properties subject thereto or affected thereby. Each lease "Real Property"), pursuant to which the Company or a Subsidiary holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any land, buildings, improvements, fixtures or other interest in real property, including all amendments and modifications thereto (the "Leases"), which Leases have been made available to Buyer. In addition, (ii) an accurate and compete list of each Lease which by its Subsidiaries as lesseeterms expires on or before February 28, leases real 2003 is separately identified on Disclosure Schedule 3.14(b), and (iii) an accurate and complete list of each Lease which relates to stores that are shared by (A) the Company or personal property any Subsidiary and (B) Parent, its Affiliates or any other party which is valid not an Affiliate of the Company or a Subsidiary (the "Shared Stores") is separately identified on Disclosure Schedule 3.14(b). Each Lease set forth in Section 3.14(b) of the Disclosure Schedule (or required to be set forth in Section 3.14(b) of the Disclosure Schedule) is valid, binding, enforceable and in full force and effect effect; except for Required Consents (for which the provisions of Section 5.09 shall control) there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under such Lease by tenant or, to the Knowledge of Parent and Seller, the landlord; no security deposit or portion thereof deposited with respect any Lease has been applied in respect of a breach or default under such Lease which has not be redeposited in full; and except as otherwise contemplated by the Transaction Documents neither the Company or any Subsidiary has assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or any interest therein. (c) With respect to all Real Property, the Company and the Subsidiaries have legal and neither adequate rights of ingress and egress for operation of the business of the Company nor in the ordinary course and consistent in all material respects with past practice and with the Company's business plans as in effect on the date hereof, except for rights, the failure of the Company and the Subsidiaries to have, has not had, or would not be reasonably likely to have a material adverse effect with respect to any of its Subsidiariessingle parcel or property comprising the Real Property. Except as would not be reasonably likely to have a material adverse effect with respect to any single parcel or property comprising the Real Property, norno condemnation proceeding or other litigation is pending or, to the Company’s knowledgeKnowledge of Parent and Seller, any other party to any such lease, is in default threatened which would preclude or in violation of any material provisions impair the use of any such lease. The Real Property by the Company has previously delivered to Purchaser a complete and correct copy the Subsidiaries for the purposes for which it is currently used as of each such lease. All the date hereof. (d) Except as provided in the Transaction Documents, the Real Property includes all of the real property owned or leased used by the Company or any Subsidiary in the operation of its Subsidiaries business. (e) To the Knowledge of Parent and Seller, all buildings, fixtures, structures and other improvements and all components thereof included within the Real Property are in all material respects in a good state of maintenance condition and repair (normal ordinary wear and tear excepted), conform excepted and taking into account the age of the Real Property) (and except for repairs being undertaken (or to be undertaken in all material respects accordance with all applicable ordinances, regulations and zoning laws and are considered an ordinary maintenance program) in the ordinary course of business by the Company to be adequate and the Subsidiaries (either directly or through Parent and its Affiliates) or the relevant landlord) and sufficient for the current business continued operation of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor or any of its Subsidiaries is in default under the terms of any such leaseSubsidiary.

Properties. (iNeither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 3.7(a) A of the Company Disclosure Letter sets forth a list of all real property owned currently leased, licensed or leased subleased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default otherwise used or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased occupied by the Company or any of its Subsidiaries (the “Leased Real Property”). All Lease Documents are valid and enforceable in all material respects against the Company or its Subsidiary or Subsidiaries party thereto, in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered default) by the Company to be adequate for the current business or any of the Company and its Subsidiaries. To , or to the knowledge of the Company, none by any other party thereto. The Company and its Subsidiaries currently occupy all of the buildingsLeased Real Property necessary for the operation of their business, structures and no third parties occupy or, to the knowledge of the Company, have a right to occupy any Leased Real Property. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or other improvements located on material expense for any restoration or surrender obligations with respect to the Leased Real Property. The Leased Real Property is in good operating condition suitable for the operation of the Company’s business as currently conducted and, to the Company’s knowledge, in compliance, in all material respects, with applicable Legal Requirements. Each of the Company and each of its Subsidiaries has performed in all material respects all of its respective obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect, and has no continuing Liability with respect to such terminated real property leases. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that requires, or would reasonably be expected to require, the payment of any real property owned or leased estate brokerage commissions, and no such commission is owed by the Company or any of its Subsidiaries encroaches upon or over with respect to any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseLeased Real Property.

Properties. (a) Section 3.21(a) of the Company Disclosure Letter sets forth (i) A a list of the addresses of all real property owned or leased (as lessee) by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (ithe “Leased Real Property”) liens for Taxes not yet due and payable and (ii) such easements, restrictions a true and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use correct list of all Leases. The Leased Real Property constitutes all of the properties subject thereto real property owned, operated, used, leased, subleased or affected thereby. Each lease pursuant otherwise occupied by the Company and its Subsidiaries to operate its business and there are no other lease, sublease, license, use or occupancy agreements for real property to which any of the Company or its Subsidiaries is bound. (b) The Company and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in all material real property (including all buildings, fixtures and other improvements thereto) used by them. None of the Company’s and any of its Subsidiaries as lessee, leases real or personal Subsidiaries’ leasehold interest in any such property is valid and subject to any Lien, except for Permitted Liens. (c) All Leases are in full force and effect as to the Company and the Subsidiaries and effect, neither the Company nor any of its Subsidiaries, norSubsidiaries that is a party to such Lease has received or given any written notice of any material default thereunder which remains uncured as of the date hereof. Neither the Company nor any of its Subsidiaries party thereto (as the case may be) or, to the Knowledge of the Company, any Person other than the Company or its Subsidiary is in breach of, or default under, any provisions of any Lease nor has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default or breach, result in a loss of any material rights or result in the creation of any Lien (except for Permitted Liens) thereunder or pursuant thereto. (d) The Company’s knowledgeand its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property has not been disturbed in any other material respect, and no party to any such lease, is in default or in violation Lease has provided notice of any material provisions dispute with respect thereto. Except as set forth on Section 3.21(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries party to any Lease has assigned the same, sublet any part of the premises covered thereby or transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold estate or any of its rights under such Lease. Except as set forth on Section 3.21(d) of the Company Disclosure Letter, the Leased Real Property is not subject to any leases, subleases, licenses, occupancy agreements, options, rights, tenancies of any such lease. The Company has previously delivered kind or other agreements or arrangements, other than the Leases, which grant to Purchaser any Person the right to use, occupy or otherwise obtain a complete and correct copy of each such lease. All real property owned interest in all or any portion of the Leased Real Property whether as lessees, sublessees, occupants, trespassers or otherwise. Assuming that any consents required under the terms of the Leases as a result of the execution and delivery of this Agreement and the consummation of the Transactions are obtained prior to the Effective Time, upon consummation of the Transactions, each Lease shall continue in full force and effect without penalty or other materially adverse consequence to the Company or its Subsidiaries. (e) To the Knowledge of the Company, there is no tax assessment pending threatened with respect to any portion of the Leased Real Property that would reasonably be expected to result in material financial liability to the Company or its Subsidiaries. (f) To the Knowledge of the Company, the Leased Real Property, fixtures, structures, and equipment owned, operated, leased or used by the Company or any of its Subsidiaries are in good operating condition and in working order in all material respects in a good state of maintenance and repair (normal respects,, ordinary course wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (iig) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use As of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owneddate hereof, neither the Company nor any of its Subsidiaries is in default under the terms of owns any such leasereal property or has any contract, right or option to acquire any real property.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary member of the Company is set forth in the Company’s Disclosure Letter. The Company Group has good, marketable and each of its Subsidiaries has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itto, free and clear of all Liens except such Liens, if anyor holds pursuant to valid and enforceable leases or license, all of the tangible personal property and assets that are not reflected on the FRAHCL Balance Sheet or acquired after the date of the FRAHCL Balance Sheet, subject to Permitted Liens and except for immaterial dispositions of such property and assets by a member of the Group in the ordinary course of business consistent with past practice. (b) Section 4.14(b) of the Group Disclosure Letter sets forth a correct and complete list, as of the date hereof, of all Leased Real Property. A member of the Group has good and valid title to the leasehold estate under each Real Property Lease free and clear of all Liens, other than Permitted Liens. The Seller has provided or made available to the Purchaser correct and complete copies of each Real Property Lease. Each Real Property Lease is a valid and binding obligation of the member of the Group party thereto, is in full force and effect and is enforceable against such member of the Group and, to the Knowledge of the Companies, against the other party or parties thereto, subject to the Enforceability Exceptions. No member of the Group, nor, to the Knowledge of the Companies, any other party or parties thereto, is in material breach, violation of or default under any Real Property Lease and, to the Knowledge of the Companies, no notice which remains outstanding alleging a material uncured default has been sent or received by any member of the Group in characterconnection with any Real Property Lease. (c) Section 4.14(c) of the Group Disclosure Letter sets forth a correct and complete list, amount or extentas of the date hereof, of all Owned Real Property. A member of the Group has good and that do not materially detract from valid title to each parcel of the valueOwned Real Property free and clear of all Liens, other than Permitted Liens. There are no pending or, to the Knowledge of the Company, threatened material condemnation, Actions, or materially interfere with the present use foreclosure proceedings relating to any of the properties subject thereto Owned Real Property. (d) Section 4.14(d) of the Group Disclosure Letter sets forth a correct and complete list, as of the date hereof, of all leases, subleases and licenses under which any member of the Group has leased, licensed, subleased or affected therebygranted any other use or occupancy right over Owned Real Property or Leased Real Property to any Person. With No member of the Group, nor, to the Knowledge of the Companies, any other party or parties thereto, is in material breach, violation of or default under any lease listed on Section 4.14(d) of the Group Disclosure Letter that has a remaining term of more than twelve (12) months and involving receipt of more than $1,000,000 annually. (e) No purchase right, purchase option, right of first refusal, right of first offer or any other similar right with respect to personal property any Owned Real Property, or any portion thereof, has been transferred or granted to any third party by any member of the Group, except as would be de minimis to the affected Owned Real Property. (f) All of the land, buildings, structures and other improvements used in the business operation of the Company Group are included in the Owned Real Property and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseLeased Real Property.

Properties. (ia) A Except for dispositions of surplus equipment, furniture, fixtures, dispositions in the ordinary course of business and dispositions reflected on the March 28, 1999 unaudited consolidated balance sheet described in Section 2.3(a), Company and the Subsidiaries have good title to or, in the case of leased assets and properties, valid leasehold interests in, all tangible real and personal assets and properties that they respectively own or lease and that are used in and material to conduct of the Business, including, but not limited to, all such assets that they respectively own or lease as reflected in the December 1998 balance sheet referred to in Section 2.3(a). Such assets are sufficient for the conduct of the Business as currently conducted. None of such assets or properties is subject to any Encumbrances other than Permitted Encumbrances. Except as set forth on SCHEDULE 2.7(a), the assets, properties and rights of Company and the Subsidiaries (including contract rights and intangible assets, properties and rights) include all of the assets, properties and rights of Seller, its subsidiaries and any of their controlled Affiliates primarily used in the Business. (b) Company and the Subsidiaries do not own any real property. SCHEDULE 2.7(b) sets forth a list of all real property owned currently leased or leased subleased by the Company (other than foreign office space provided by Seller and its Affiliates) or any Subsidiary (each a Subsidiary of the Company is set forth in the Company’s Disclosure Letter"Lease"). The Company and With respect to each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except listed on SCHEDULE 2.7(b): (i) liens for Taxes not yet due the Lease is valid and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extentsubsisting, and do not materially detract from the valuethere is not, under such Lease, any existing default or event of default (or event which with notice or lapse of time, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the both, would constitute a default) by Company or any Subsidiary or, if Seller or any subsidiary is a party to such Lease, by Seller or such subsidiary of its Subsidiaries as lesseeSeller, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s Seller's knowledge, any other party thereto; and (ii) to Seller's knowledge, no third party to a material Lease has repudiated any such lease, is in default or in violation provisions thereof. (c) All material items of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property equipment owned or leased by the Company or any of its Subsidiaries Subsidiary used in the Business are in all material respects in a good state of maintenance adequate operating condition, regularly and repair (properly maintained, subject to normal wear and tear excepted)tear, conform except, in all material respects with all applicable ordinanceseach case, regulations for such failures in condition and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that maintenance as do not materially detract from have a material adverse effect on the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseBusiness.

Properties. (ia) A The Company does not own any real property, nor has the Company ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property owned or currently leased by the Company or a Subsidiary otherwise used or occupied by the Company for the operation of the Company is set forth in Company's business (the Company’s Disclosure Letter"Leased Real Property"), the name of the lessor, the name and date of each lease agreement related thereto and each amendment thereto. The Company has provided Parent true, correct and each complete copies of its Subsidiaries all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof, and there are no other lease agreements for real property affecting the real property or to which Company is bound. All such lease Contracts are valid and enforceable and not in default by the Company, or to the Knowledge of the Company, the other party thereto, no rentals are past due, and no circumstance exists, which, with notice, the passage of time or both, could constitute a default by the Company, or to the Knowledge of the Company, the other party thereto under any such lease agreement. The Company has received no notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such lease agreement, which has not been fully remedied and withdrawn. The consummation of the First Merger, the Second Merger, and the other transactions contemplated hereby will not affect the enforceability against any person of any such lease agreement or the rights of the Company, the First-Step Corporation or the Surviving Corporation to the continued use and possession of the real property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (b) The Company has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)to, or, in each the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions imperfections of title and encumbrances, if any, as are not material in character, amount or extent, and which do not materially detract from the value, value or materially interfere with the present use of the properties property subject thereto or affected thereby. Each lease pursuant to which The foregoing assets and the Company or any Intellectual Property constitute all of its Subsidiaries as lesseethe assets used in, leases real or personal property is valid and in full force and effect as to necessary for, the business of the Company and as currently conducted or currently contemplated to be conducted. (c) Section 3.14(c) of the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Disclosure Schedule contains a complete and correct copy accurate list of each such lease. All real property all material items of equipment owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance Company, and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be such equipment is adequate for the current conduct of the business of the Company as currently conducted and its Subsidiaries. To the knowledge of the Companyas currently contemplated to be conducted and in good operating condition, none of the buildingsregularly and properly maintained, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waysubject to normal wear and tear. (iid) The Company has sole and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itexclusive ownership, free and clear of all Liens except such any Liens, if anyof all customer lists, that are customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers not material in character, amount reserved by such customer. No person other than the Company possesses any claims or extent, and that do not materially detract from the value, or materially interfere rights with the present respect to use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasecustomer information.

Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good and marketable valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets that are necessary for the Company and its Subsidiaries to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)conduct their respective businesses as currently conducted, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsall Liens, restrictions and encumbrances, if any, as are not other than Permitted Liens. All material tangible personal property currently used in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use operation of the properties subject thereto or affected thereby. Each lease pursuant to which business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) None of the Company or any of its Subsidiaries as lesseeowns or has ever owned any real property, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by does the Company or any of its Subsidiaries are in all material respects in a good state have any commitment or obligation (contingent or otherwise) to acquire any real property. Section 3.18(b) of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate Disclosure Letter sets forth a true and complete list of all real property leased for the current business benefit of the Company or any of its Subsidiaries (“Leased Real Property”). Each of the Company and its SubsidiariesSubsidiaries has valid leasehold title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the knowledge of the Company, none no parcel of Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the buildingsCompany, structures has any such condemnation, expropriation or other improvements located on taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto (collectively, “Leases”) are in full force and effect, and there exists no material default under any real property owned or leased such Lease by the Company or Company, any of its Subsidiaries encroaches upon or, to the knowledge of the Company, any other party thereto, nor any event which, with notice or over lapse of time or both, would constitute a material default thereunder by the Company, any adjoining parcel or real estate or of its Subsidiaries or, to the knowledge of the Company, any easement or right-of-wayother party thereto. (iic) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from To the value, or materially interfere with the present use knowledge of the properties subject thereto or affected thereby. With respect to personal property used Company, the Leased Real Property is generally in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries that is leased rather than ownedas currently conducted, neither normal wear and tear excepted. Neither the Company nor any of its Subsidiaries have received written notice that the Company’s or its Subsidiaries’ use of the Leased Real Property is in default under the terms violation of any such leaseapplicable Laws, including zoning requirements. (d) The Leased Real Property leased by the Company or its Subsidiaries pursuant to the Leases constitutes all interests in real property currently used, occupied or held for use in connection with the business of the Company and its Subsidiaries which is necessary for the continued operation of the business of the Company and its Subsidiaries as it is conducted on the date hereof. (e) The Company has made available to Parent true, complete and correct copies of the Leases. This Section 3.18 does not relate to Intellectual Property, which is the subject of Section 3.19.

Properties. (i) A Neither the Company nor any of its Subsidiaries owns any real property or is party to any agreement to purchase or sell any real property. Section 4.21 of the Company Disclosure Schedule sets forth a true and complete list of all real property owned leased, subleased or leased otherwise occupied by the Company or any of its Subsidiaries (each, a Subsidiary “Leased Real Property”), including, for those Leased Real Properties in respect of which the Company is set forth in the Company’s Disclosure Letter. The Company and each or any of its Subsidiaries has good and marketable title to all real property owned by it annual rental obligations of $500,000 or more (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferthe “Material Leased Property”), in (A) the address for each case free and clear of any Liens except Material Leased Property, (iB) liens for Taxes not yet due and current rent amounts payable by the Company or its Subsidiaries related to such Material Leased Property and (iiC) such easementsa true and complete list of all material leases, restrictions subleases, licenses, concessions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease other agreements pursuant to which the Company or any of its Subsidiaries holds any Material Leased Property (each, a “Lease Agreement”) (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Material Leased Property (including the date and name of the parties to such Lease Agreement document). The Company has delivered to Parent a true and complete copy of each such Lease Agreement and the Company is not party to any oral Lease Agreement. Except as lessee, leases real or personal property is set forth in Section 4.21 of the Company Disclosure Schedule: (i) each of the Lease Agreements with respect to the Material Leased Property are valid and binding obligations of the Company and in full force and effect as effect; (ii) no Lease Agreement is subject to the Company and the Subsidiaries and neither the Company nor any of its SubsidiariesLien other than Permitted Liens, norincluding any leasehold mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in the Company’s knowledge, leasehold interests or any other party right to any such lease, is in default the use or in violation occupancy of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by Material Leased Property; (iii) the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title performed all material obligations required to all tangible personal property owned be performed by itit to date under each Lease Agreement and, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from to the value, or materially interfere with the present use Knowledge of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedCompany, neither the Company nor any of its Subsidiaries nor any other party to each Lease Agreement is in breach or default under such Lease Agreements, and to the terms Knowledge of the Company no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under such Lease Agreements; (iv) with respect to each Material Leased Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person a right to use or occupy such Material Leased Property or any portion thereof; (v) the Company’s and each of its Subsidiaries’ possession and quiet enjoyment of the Material Leased Property under each Lease Agreement has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to each Lease Agreement; (vi) no security deposit or portion thereof deposited with respect to each Lease Agreement has been applied in respect of a breach or default under such Lease Agreements which has not been redeposited in full; (vii) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to each Lease Agreement; and (viii) the other party to each Lease Agreement is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries. The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company or any of its Subsidiaries. For the avoidance of doubt, in no event shall any customer Contract of the Company or any of its Subsidiaries be deemed to constitute a Lease Agreement hereunder nor shall anything in this Section 4.21 otherwise be deemed to apply to any such leasecustomer Contract.

Properties. (a) Section 5.16(a) of the Company Disclosure Schedule lists all real property leased or subleased to or by Company or any of its Subsidiaries. With respect to each lease and sublease for the properties listed in Section 5.16(a) of the Company Disclosure Schedule: (i) A list the lease or sublease is a valid, binding and enforceable obligation of all real property owned or leased by the Company or a Subsidiary its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity; (ii) neither Company nor any of its Subsidiaries, nor to the knowledge of Company, any other party, is in material default under, any such lease or sublease, and to the knowledge of the Company, no event has occurred, is pending or, to the knowledge of Company, is threatened, which, after the giving of notice or the lapse of time or both, would constitute a material default by Company is set forth in or any of its Subsidiaries, or to the knowledge of Company’s Disclosure Letter. The , any other party under such lease or sublease; (iii) neither Company and each nor any of its Subsidiaries has good assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (iv) Company and marketable title its Subsidiaries enjoy peaceful and undisturbed possession under such lease or sublease, and there are no Encumbrances applicable to all the real property owned by it subject to such lease or sublease, except for Permitted Encumbrances. (including any property acquired b) To the knowledge of Company, Company and its Subsidiaries own good title (or in the case of leased property, a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfervalid leasehold interest), in each case free and clear of any Liens all Encumbrances to all personal property and other non-real estate assets, in all cases excluding Intellectual Property Assets, necessary to conduct the business of Company as currently conducted, except with respect to assets other than Intellectual Property Assets, for (i) liens for Taxes not yet due and payable and Encumbrances reflected in the Company Financial Statements, (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount Encumbrances or extent, and imperfections of title that do not materially detract from the value, or materially interfere with the present use of the properties assets subject thereto or affected thereby. Each lease pursuant to , (iii) Encumbrances for current Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (iv) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the Company or any ordinary course of its Subsidiaries as lesseebusiness for sums not yet due and payable, leases (v) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the leased real or personal property is valid which are not violated by the current use and in full force operation thereof, (vi) covenants, conditions, restrictions, easements and effect as other similar matters of record affecting title to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All leased real property owned which do not materially impair the occupancy or leased use of thereof for the purposes for which it is currently used by the Company or any of its Subsidiaries are in all material respects in Subsidiaries, and (vii) Encumbrances caused by a good state third-party owner or lessor of maintenance and repair any leased real property (normal wear and tear exceptedcollectively, “Permitted Encumbrances”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the . Company and its Subsidiaries. To , as lessees, have the knowledge of the Companyright under valid and subsisting leases to use, none of the buildings, structures or other improvements located on any real possess and control all personal property owned or leased by the Company or any of its Subsidiaries encroaches upon as now used, possessed and controlled by Company or over any adjoining parcel or real estate or any easement or right-of-wayits Subsidiaries, as applicable. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list Section 3.12(a) of all the Company Disclosure Schedule lists each parcel of real property owned or leased by the Company or a Subsidiary of and the Company is set forth in Subsidiaries at any time during the Company’s Disclosure Letterpast five years (all such real property together with all improvements thereon and all appurtenances thereto being hereinafter collectively, the “Owned Real Property” including with respect to each such property the street address). The Company and each of its the Company Subsidiaries has good have good, marketable and marketable insurable at regular rates by a title insurer licensed to do business in the applicable jurisdiction, fee title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrancesthe Owned Real Property, if any, as are not material in character, amount or extent, and do not materially detract from held by them on the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itdate hereof, free and clear of all Liens except such other than Permitted Liens. There are no parties in possession of any parcel of Owned Real Property, if any, that are not material in characterheld by the Company or a Company Subsidiary on the date hereof, amount or extentany portion thereof other than the Company and the Company Subsidiaries (or any of them), and that do not materially detract from there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the valueright of use or occupancy of any such Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The Company has no Knowledge of any pending proceedings in eminent domain pending or threatened, or materially interfere with the present use affecting any portion of the properties subject thereto Owned Real Property that is held by it or affected therebya Company Subsidiary or the title thereto. With respect to personal property used in As of the business date hereof, neither the whole nor any material portion of any Owned Real Property, if any, held by the Company or a Company Subsidiary has been materially damaged or destroyed by fire or other casualty. (b) Section 3.12(b) of the Company and its Disclosure Schedule sets forth the street address of each Leased Real Property which is leased by the Company or the Company Subsidiaries as lessee together with the identity of the Company or Company Subsidiary that is leased rather than ownedthe lessee of such real property. The Company or Company Subsidiary that is identified as being the lessee of any parcel of Leased Real Property has a valid and enforceable leasehold interest under each of the leases for the Leased Real Property, neither the Company and Company Subsidiaries have not received any written notice of any default and, to the Knowledge of the Company, no event has occurred that, with notice or lapse of time, or both, would constitute a material default under any such Lease. To the Knowledge of the Company, no lessor under any Lease is in material default thereunder, nor has any event occurred that, with notice or lapse of time, or both, would constitute a material default by the lessor thereunder. Prior to the date hereof, true, correct and complete copies of each Lease, including all amendments and modifications with respect thereto, and any material documents to which the Company or any Company Subsidiary is a party with respect to any Leased Real Property (i.e., a subordination, non-disturbance and attornment agreement with any mortgagee of a Leased Real Property) have been furnished to Purchaser. Neither the Company nor any of its Subsidiaries Company Subsidiary has subleased, assigned or otherwise granted to any Person the right to use or occupy any Leased Real Property or any portion thereof. Neither the Company nor any Company Subsidiary is a party to a brokerage or commission agreement in default under the terms connection with any Lease, or any sublease of any such leaseLeased Real Property, and there is no commission payable by the Company nor any Company Subsidiary in connection with the current term of the applicable Lease or sublease (which has not yet been paid). Neither the Company nor any Company Subsidiary has any outstanding obligation under any lease for any Leased Real Property to perform any construction work, or pay or reimburse the lessor thereunder for the performance of any construction work.

Properties. (i) A list of all real property owned or leased by Neither the Company nor any of its Subsidiaries owns any real property. Except for any exceptions to the following as could not, individually or in the aggregate, reasonably be expected to have a Subsidiary Material Adverse Effect on the Company: (i) each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all valid leasehold interests in the real property owned leased (as landlord or as tenant) by or from it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferthe “Leased Real Property”), in each case free and clear of any all Liens except other than Permitted Liens (i) liens for Taxes not yet due and payable and as defined in Section 8.11(e)); (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease all leases pursuant to which the Company or any of its Subsidiaries leases (as lessee, leases real landlord or personal property is valid and as tenant) any Leased Real Property are in full force and effect as and grant in all respects the leasehold estates or rights of occupancy or use they purport to grant; and (iii) the Company and the its Subsidiaries and neither the Company nor have not received any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation notice of any material provisions default either on the part of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)under any such lease and, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none no event has occurred which, with notice or the lapse of time, or both, would constitute a default on the buildings, structures or other improvements located on any real property owned or leased by part of the Company or any of its Subsidiaries encroaches upon or over under any adjoining parcel or real estate or any easement or right-of-wayof such leases. (ii) The Company and each Subsidiary owns or leases all tangible and intangible personal Property required to conduct its business in the ordinary and usual course of its Subsidiaries business consistent with past practices. The Company and each Subsidiary has good and marketable valid title to to, or a valid leasehold interest in, all tangible and intangible personal property owned used by it, free and clear of all Liens except such encumbrances of any nature whatsoever other than (A) Permitted Liens, if any(B) liens arising under Securitization Transaction Documents and (C) liens arising under other financing documents of the Company or any Subsidiary, that are not material each of which documents is listed in character, amount or extentSection 3.1(u) of the Company Disclosure Schedule and a true and correct copy of each of which (including all schedules listing the assets subject thereto) has been provided to Parent, and that do not materially detract from the valuea true and correct copy of each amendment to any such document or such schedules, or materially interfere with of any document or schedules thereto required to be added to such list in the present use Company Disclosure Schedule, in each case after the date hereof, will be provided to Parent. All such tangible personal property is in sufficient operating condition to continue the operations of the properties subject thereto or affected thereby. With respect to personal property used Company and each Subsidiary in the ordinary and usual course of its business consistent with past practices. Upon consummation of the Merger, the Company and its Subsidiaries will be entitled to continue to use all tangible personal property employed by any of them in the conduct of their respective businesses as conducted as of the Effective Date without the payment of any amounts by the Company or Parent and without obtaining any consent or waiver that is leased rather than owned, neither either required or advisable. All leases of tangible personal property of which the Company or any Subsidiary is the lessee or obligor are in full force and effect according to their terms and there are no outstanding defaults by the Company or any Subsidiary thereunder (nor are any of the other parties thereto in breach or default). Neither the Company nor any of its Subsidiaries Subsidiary is in default under obligated upon the terms occurrence of any such leasecondition or event to deposit or pledge any collateral to any Person pursuant to any agreement, contract or commitment.

Properties. (ia) A list The Company has good and marketable title to, or in the case of leased property has valid leasehold interests in, all of its property and assets (whether real or personal, tangible or intangible) necessary for the business of the Company. Except as set forth on Schedule 3.9, Part (a), none of such property or assets is subject to any Liens except for Permitted Liens. The assets owned or leased by the Company or a Subsidiary constitute all of the assets necessary for the Company is set forth in to carry on the Company’s Disclosure Letterbusiness as currently conducted. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use None of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property assets owned or leased by the Company is subject to any Lien other than Permitted Liens. All tangible assets owned or any of its Subsidiaries leased by the Company have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in a good state of maintenance operating condition and repair (normal repair, ordinary wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business uses to which they are being put. (b) Schedule 3.9, Part (b) sets forth, as of the Company and its Subsidiaries. To the knowledge date hereof, a description of the Company, none each item of the buildings, structures or other improvements located on any real property owned or Tangible Personal Property leased by the Company or any with annual lease payments in excess of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or rightTwenty-of-wayFive Thousand United States Dollars ($25,000). (iic) Schedule 3.9, Part (c) lists all real estate leased by the Company (collectively the “Real Properties”). All leases of Real Properties and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company or, to the Company’s Knowledge, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or, to the Company’s Knowledge, any other party thereto. All leases of Real Properties shall remain valid and binding in accordance with their terms following the Closing. The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are does not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. own any real estate. (d) With respect to personal property used any of the Real Property leased by the Company, there is no sublease from the Company to any other Person and the Company has the right to use all material property, assets and rights that it currently uses in the operation of the business of the Company Company. 16 Confidential treatment has been requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and its Subsidiaries that is leased rather than owned, neither 230.406. The copy filed herewith omits the Company nor any information subject to the confidentiality request. Omissions are designated as [***]. A complete version of its Subsidiaries is in default under this exhibit has been filed separately with the terms of any such leaseSecurities and Exchange Commission.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (iia) The Company and each of its the Company Subsidiaries has good and marketable title to all tangible personal property System Financing Entities do not own and have never owned by itany real property. (b) Section 4.16(b) of the Company Disclosure Letter sets forth the address of each Leased Real Property, free and clear a true and complete list of all Liens except Leases for each such Liens, if any, that are not material in character, amount or extent, Leased Real Property (including the date and that do not materially detract from the value, or materially interfere with the present use name of the properties subject thereto or affected therebyparties to such Lease Document). With respect The Company has made available to personal Parent a true and complete copy of each Lease relating to such Leased Real Property. (c) The Leased Real Property identified in Section 4.16(b) of the Company Disclosure Letter comprise all of the real property used in the business of the Company and or any of its Subsidiaries that is leased rather than subsidiaries excluding, for avoidance of doubt, real property owned, leased or operated by any Host Customer. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Lease under which the Company or any Company Subsidiary or System Financing Entity uses or occupies or has the right to use or occupy any Leased Real Property identified in Section 4.16(b) of the Company Disclosure Letter, is legal, valid, binding, enforceable and in full force and effect, (ii) neither the Company nor any Company Subsidiary or System Financing Entity is currently subleasing, licensing or otherwise granting any person the right to use or occupy such Leased Real Property or any portion thereof, (iii) neither the Company nor any Company Subsidiary or System Financing Entity has collaterally assigned or granted any other security interest in such Lease or any interest therein and (iv) no uncured default of its Subsidiaries is in a material nature on the part of the Company or, if applicable, any Company Subsidiary or System Financing Entity or, to the Knowledge of the Company, the landlord thereunder, exists under any Lease of such Leased Real Property, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Lease. (e) Except as would not reasonably be expected to have, individually or in the terms aggregate, a Company Material Adverse Effect, the Company and the Company Subsidiaries and System Financing Entities, as applicable, have good and marketable title to, or valid leasehold interests in or valid rights under contracts to use, all of any their property and assets reflected on the most recent balance sheet included in the Company Financial Statements or acquired after the date of such leasebalance sheet and prior to the date hereof, free and clear of all Liens, except Permitted Liens, except as have been disposed of after the date of such balance sheet in the Ordinary Course of Business.

Properties. (a) Schedule 13.10(a) of the Company Disclosure Schedule contains a true, complete and correct list (designating the relevant owners, lessors and lessees) of (i) all real property owned, leased or subleased by the Company and its Subsidiaries and (ii) all material equipment, fixtures, stock exchange membership interests and other personal property owned, leased, subleased or managed by the Company and its Subsidiaries. A list copy of all real and personal property owned or leases and deeds of the Company and its Subsidiaries have been delivered and made available to Parent by the Company. (b) With respect to real property leased by the Company and its Subsidiaries or a Subsidiary otherwise made available to the Company or its Subsidiaries for their use, the Company and its Subsidiaries have the right to quiet enjoyment of such real property for the full term of each such lease or similar agreement (and any renewal option related thereto), and the leasehold or other interest of the Company or its Subsidiaries in such real property is set forth in not subject or subordinate to any Lien (or if subordinate, a non-disturbance agreement has been obtained by the Company’s Disclosure LetterCompany or its Subsidiaries from the holder of the Lien). The Company and its Subsidiaries are in compliance in all material respects with each such lease or similar agreement and, to the knowledge of the Principals, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the right to terminate prior to its scheduled expiration the term of any lease or similar agreement. (c) Neither the whole nor any part of any real property leased, used or occupied by the Company or its Subsidiaries is subject to any pending suit for condemnation or other taking by any public authority, and, to the knowledge of the Principals, no such condemnation or other taking is currently threatened or contemplated. The properties leased or subleased by the Company and its Subsidiaries are sufficient to conduct the operations of the Company and its Subsidiaries as currently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Company or its Subsidiaries due to inadequate maintenance of any such properties. (d) The Company and its Subsidiaries own outright and have good and marketable fee or leasehold title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)their respective assets and properties, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such leaseLien. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are have all necessary assets, equipment, stock exchange membership interests and properties to engage in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered the business as currently conducted by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its the Subsidiaries has good and marketable title to to, or a valid leasehold interest in, all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its properties and assets, in each case free and clear of any Liens all Liens, except (ias set forth in Section 4.14(a) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Disclosure Schedule and for Liens that do not, individually or affected thereby. Each lease pursuant to which in the Company or any of its Subsidiaries as lesseeaggregate, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither have a Material Adverse Effect. (b) Neither the Company nor any Subsidiary thereof owns a fee or other ownership interest in any real property. Section 4.14(b) of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Disclosure Schedule sets forth a true and complete and correct copy list of each such lease. All lease or material sublease relating to real property owned or interests in real property leased by the Company or any of its the Subsidiaries are (collectively, the “Company Material Leases”). The Company has delivered or made available to Parent true and correct copies of each Company Material Lease. No option has been exercised under any of the Company Material Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered or made available to Parent with the corresponding Company Material Lease. (c) Each Company Material Lease is in all material respects full force and effect and neither the Company, any of the Subsidiaries nor any other party to a Company Material Lease has given to the other party or parties written notice of or has made a written claim with respect to any breach or default thereunder. Neither the Company nor any of the Subsidiaries thereof is in default of any obligation under any Company Material Lease and no event has occurred which with the passage of time or giving of notice, or both would constitute a good state default of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered any obligation under any Company Material Lease by the Company to be adequate for the current business or any of the Company and its Subsidiaries, except, in each case, for any such default which would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, none (i) no other party to a Company Material Lease is in default of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. material obligation thereunder and (ii) The Company and each no event has occurred which with the passage of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear time or giving of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the valuenotice, or materially interfere with the present use both would constitute a default of any material obligation under any Company Material Lease by such other party. None of the properties property subject thereto to any Company Material Lease is subject to any sublease, license or affected thereby. With respect other agreement granting to personal any Person any right to the use, occupancy or enjoyment of such property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor or any of its Subsidiaries is in default under the terms of any such leaseportion thereof.

Properties. (ia) A list of all real property owned Except as would not reasonably be expected to have, individually or leased by in the aggregate, a Material Adverse Effect, the Company or a Subsidiary of its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company is set forth in Balance Sheet or acquired after the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Balance Sheet Date, in each case free and clear of any all Liens except Permitted Liens, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business. (b) Neither the Company nor any Subsidiary owns any real property. (c) Section 5.14(c) of the Company Disclosure Schedule sets forth the address of each Leased Real Property, and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has delivered to Purchaser a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as would not reasonably be expected to have a Material Adverse Effect, (i) liens for Taxes not yet due and payable and (ii) such easementseach Lease is legal, restrictions and encumbrancesvalid, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid binding and in full force and effect as to the Company and the Subsidiaries and effect, (ii) neither the Company nor any of its Subsidiaries, nor, nor to the Company’s knowledge, knowledge any other party to a Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentLease, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is has received any notice in default writing that it has breached, violated or defaulted under any Lease, (iii) the terms of Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such leaseLeased Real Property or any portion thereof; and (iv) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein.

Properties. (ia) A Neither the Company nor any of its Subsidiaries owns any real property. Section 4.14(a) of the Company Disclosure Letter sets forth a true and complete list of all material leased real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries is a tenant, subtenant or occupant or otherwise leases, subleases or occupies as lesseeof the date of this Agreement (“Leased Real Property”). Each lease, leases real license, sublease or personal property other occupancy agreement with respect to the Leased Real Property (each a “Real Property Lease”) is valid and binding on the Company or its Subsidiary, enforceable in accordance with its terms and in full force and effect as (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) The Company has made available to Parent and Merger Subsidiary prior to the Company date of this Agreement true and complete copies of each Real Property Lease. Except as would not have, individually or in the Subsidiaries and neither aggregate, a Material Adverse Effect, none of the Company nor Company, any of its Subsidiaries, Subsidiaries nor, to the Company’s knowledge, any of the other party to any such leaseparties thereto, is in breach of or default under any Real Property Lease and, to the Company’s knowledge, no circumstances or in violation state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under any material provisions of any such leaseReal Property Lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are not parties to any written or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the right to use or occupy any Leased Real Property. Except as would not have, individually or in all material respects in the aggregate, a good state of maintenance and repair (normal wear and tear excepted)Material Adverse Effect, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Subsidiaries have not received written notice of any pending and, to the Company’s knowledge, none of the buildingsthere is no pending or threatened condemnation, structures eminent domain, taking or other improvements located on similar proceeding affecting any real property owned or leased by the Company Leased Real Property or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayportion thereof. (iic) The Company and each of its Subsidiaries has good have good, valid and marketable title to, or leases and have a valid leasehold interest in, all of the assets, properties and interests in properties (tangible or intangible) reflected as being owned or leased to the Company or its Subsidiaries in the Company Balance Sheet or acquired after the Company Balance Sheet Date (including a valid leasehold interest in all tangible personal property owned by itLeased Real Property), free and clear of all Liens except such Liens, if anyexcept (i) for Permitted Liens, that are not material (ii) for assets disposed of in character, amount or extentthe ordinary course of business consistent with past practices after the Company Balance Sheet Date, and that do (iii) as would not materially detract from the valuereasonably be expected to have, individually or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, such assets, properties and interests in properties (tangible and intangible) include all assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries that is leased rather than owned, neither to carry on their respective businesses as presently conducted. All tangible personal property used by the Company nor any of or its Subsidiaries in the operation of their respective business is in default under reasonably good condition and repair, subject to reasonable wear and tear considering the terms age and ordinary course of any use of such leaseproperty.

Properties. (ia) A list The Company does not have, and has not had during the preceding ten (10) years, a fee or other ownership interest in any real property. Section 5.14(a) of the Company Disclosure Schedule sets forth the address of all real property owned leased, subleased or leased licensed by the Company or a Subsidiary as of the date of this Agreement or which the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries otherwise has good and marketable title a right or option to all real property owned by it (including any property acquired in a judicial foreclosure proceeding use or by way of a deed in lieu of foreclosure or similar transfer)occupy, in each case as tenant, together with all structures, facilities, fixtures, systems and improvements located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances relating to the foregoing (the “Leased Real Property”), and the Company has not subleased, licensed or otherwise granted to any other Person the right to use or occupy the Leased Real Property or any portion thereof. Each real property lease covering the Leased Real Property, together with any amendments thereto and any guaranties thereof (each, a “Lease”), a true and complete list of which Leases is set forth on Section 5.14(a) of the Company Disclosure Schedule, is valid, legally binding, enforceable and in full force and effect, and the Company is not in default or breach of any such Lease, and no event has occurred which, with notice, lapse of time or both, would constitute a default or breach of any such Lease by the Company, except for any such default or breach that would not have, individually or in the aggregate, a Company Material Adverse Effect. The consummation of the Merger and the other transactions contemplated hereby will not constitute or result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any right of termination, cancellation, amendment or acceleration of, any Lease, except for any breach, violation, default, termination, cancellation, amendment or acceleration that would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company has title to, or a valid leasehold interest in, as applicable, all tangible personal property used in their respective businesses, free and clear of any Liens Liens, except (i) liens for Taxes Permitted Liens, except for any lack of title or leasehold interest that would not yet due and payable and (ii) such easementshave, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default individually or in violation the aggregate, a Company Material Adverse Effect. For the avoidance of any material provisions of any such lease. The Company has previously delivered doubt, this section does not apply to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries Intellectual Property matters, which are exclusively addressed in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waySection 5.15. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any Company Subsidiary owns any real property. Section 5.12(a) of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All Disclosure Schedule lists all real property owned leased or leased subleased to or by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company Subsidiaries and lists the dates of and parties to be adequate for each such lease, the current business dates and parties to each amendment, modification and supplement to each such lease, the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to Parent true, complete and accurate copies of the leases and subleases (each as amended to date) listed in Section 5.12(a) of the Company Disclosure Schedule. With respect to each such lease and its Subsidiaries. To sublease: (i) the lease or sublease is a valid, binding and enforceable obligation of the Company or the Company Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) to the knowledge of the Company, none neither the Company nor any Company Subsidiary, or to the knowledge of the buildingsCompany, structures any other party, is in breach or other improvements located on violation of, or default under, any real property owned such lease or leased sublease, and no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; (iii) neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) to the knowledge of the Company, there are no liens, mortgages, pledges, charges, security interests or other encumbrances (collectively, "Encumbrances"), easements, covenants or other restrictions applicable to the real property subject to such lease or sublease, except for recorded easements, covenants and other restrictions which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or the Company Subsidiary, as the case may be, of the property subject thereto; (v) to the knowledge of the Company there are no material structural or other defects of the buildings and structures on or comprising any of its Subsidiaries encroaches upon the leasehold or over any adjoining parcel sublease hold properties; and (vi) except as set forth in Section 5.12(a), to the knowledge of the Company, there are no restrictions, prohibitions or real estate Encumbrances on the Company (or any easement or right-of-waysuccessor) from retaining the full amounts of any payments made by such sublessee. (iib) The Except as set forth in Section 5.12(b) of the Company Disclosure Schedule, the Company and each of its the Company Subsidiaries has own good and marketable title to all tangible personal property owned by ittitle, free and clear of all Liens Encumbrances, to all property and assets necessary to conduct the business of the Company as currently conducted, except such Liensfor (i) Encumbrances reflected in the Company's consolidated balance sheet at May 31, if any2002 included in the Company SEC Reports, that are not material in character, amount (ii) Encumbrances or extent, and that imperfections of title which do not materially detract from the value, value or materially interfere with the present or presently contemplated use of the properties assets subject thereto or affected thereby, and (iii) Encumbrances for current Taxes not yet due and payable. With respect The Company and the Company Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all property and assets personally leased by the Company or the Company Subsidiaries as now used, possessed and controlled by the Company or the Company Subsidiaries, as applicable. All of the material plants, structures, machinery, equipment and other tangible personal property and assets owned or used in the business of by the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any Subsidiaries are in materially good condition, maintenance and repair, except as such may be under construction and for ordinary wear and tear, are useable in the ordinary course of its Subsidiaries is in default under business, and are adequate and suitable for the terms of any such leaseuses to which they are being put.

Properties. (ia) A ‎Section 3.15(a) of the Company Disclosure Letter sets forth a true, complete and correct list as of all the date of this Agreement of the street address of each real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”). (b) ‎Section 3.15(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased by the Company or any Company Subsidiary providing for annual monetary charges in excess of $1,000,000 (collectively, the “Leased Real Property” and each lease for Leased Real Property a Subsidiary of “Real Property Lease”). (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company is set forth in the Company’s Disclosure Letter. The or a Company and each of its Subsidiaries Subsidiary has (i) good and marketable fee simple title to all real property owned by it Owned Real Property and (including any property acquired ii) good and valid leasehold, subleasehold, or license interests in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)right to use all Leased Real Property, in each case free and clear of any all Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsPermitted Liens. As of the date hereof, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from neither the valueCompany nor any Company Subsidiary has received any written communication from, or materially interfere with the present use of the properties subject thereto given any written communication to, any other party to a Real Property Lease or affected thereby. Each lease pursuant to which any lender, alleging that (A) the Company or any Company Subsidiary or such other party, as the case may be, is in default under such lease or (B) an event has occurred that, with notice or lapse of its Subsidiaries time, or both, would constitute a default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. (d) Except as lesseewould not, leases real individually or personal property is valid in the aggregate, reasonably be expected to be material and in full force and effect as adverse to the Company and the Subsidiaries and Company Subsidiaries, neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation Company Subsidiary has received written notice of any material provisions condemnation proceeding or proposed action or agreement for taking in lieu of any such lease. The Company has previously delivered condemnation (nor to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of is any such proceeding, action or agreement pending or threatened in writing) with respect to the buildingsOwned Real Property, structures Leased Real Property, or other improvements located on in either case, any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayportion thereof. (iie) The Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the occupancies and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use uses of the properties subject thereto or affected thereby. With respect to personal property used in Owned Real Property and Leased Real Property, as well as the business maintenance and operation of the Company Owned Real Property and its Subsidiaries that is leased rather than ownedLeased Real Property, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasecomply with all applicable Laws.

Properties. Schedule 3.7 lists and describes briefly (i) A list of all real property owned or that the Company and the Company Subsidiaries own and (ii) all real property leased by to the Company or a Subsidiary any of the Company is set forth in Subsidiaries, the Company’s Disclosure Letterlocation, the rent and the expiration dates, if any, under such leases. The Company and each of its Subsidiaries has good and marketable title to to, or a valid leasehold or license interest in, all real property owned by it tangible properties and assets (including any property real, personal and mixed) reflected on the Company Balance Sheet or acquired after the date thereof (except for properties and assets sold or otherwise disposed of in a judicial foreclosure proceeding the ordinary course of business since the date of the Company Balance Sheet) necessary for the present or by way proposed conduct of a deed in lieu of foreclosure or similar transfer)its business, in each case free and clear of any Liens except and all Liens, subject only to (i) liens statutory Liens arising or incurred in the ordinary course of business with respect to which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for Taxes taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in good faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iiiv) such easements, restrictions and encumbrances, if any, as Liens which are not material substantial in character, amount amount, or extent, and which do not materially detract from the value, or materially interfere with the present use use, of the properties property subject thereto or affected affect thereby. Each lease pursuant The Company and each Company Subsidiary has a valid leasehold interest under each such lease, subject to which the Company or any of its Subsidiaries as lesseeapplicable bankruptcy, leases real or personal property is valid insolvency, reorganization, moratorium and in full force similar laws affecting creditors' rights and effect remedies generally and subject, as to the Company enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Subsidiaries and neither the Company nor there is no default under any of its Subsidiaries, norsuch lease or, to the Company’s knowledge's Knowledge (as defined in Section 3.17 hereof), by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for defaults that are not likely to any such lease, is result in default or in violation of any material provisions of any such leasea Business Unit Material Adverse Effect. The Company has previously heretofore delivered or agreed to Purchaser a complete make available to News Corp. copies of all of the material written leases and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)licenses described on Schedule 3.7, conform in all material respects together with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate amendments thereto. Schedule 3.7 also sets forth those leases or licenses for the current business which third- party consents as a result of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayTransactions are required. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary As of the Company is set forth in the Company’s Disclosure Letter. The Company and each date of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedthis Agreement, neither the Company nor any of its Subsidiaries owns any real property or is party to any Contract or option to purchase any real property. (b) Section 3.23(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of (i) all real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Company Leased Real Property”), together with the address of each such Company Leased Real Property and (ii) all leases, subleases or licenses or occupancy agreements and all amendments, modifications, guarantees, assignments, supplements and letters of credit relating thereto (each, a “Company Real Property Lease”). The Company has delivered or made available to Parent complete and accurate copies of each Company Real Property Lease described in Section 3.23(b) of the Company Disclosure Letter as in effect on the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (I) the Company and each of its Subsidiaries holds a valid and existing leasehold, subleasehold, license or other similar interest under each Company Real Property Lease, free and clear of all Liens other than Permitted Liens and (II) each Company Real Property Lease is a valid and binding agreement, enforceable against the Company or one of its Subsidiaries, as the case may be, and is in full force and effect (subject to the Bankruptcy and Equity Exceptions). (c) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any Company Real Property Lease is in default or breach under the terms of any such leaseCompany Real Property Lease, except where such default or breach would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute a default or breach under any Company Real Property Lease, except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date of this Agreement there are no material disputes with respect to any Company Real Property Lease.

Properties. (a) Section 5.11(a) of the Company Disclosure Schedule lists all real property (1) owned by the Company or any of the Company Subsidiaries or (2) leased or subleased to or by the Company or any of the Company Subsidiaries as tenant or sub-tenant, as the case may be. The Company has delivered, or made available, to Parent complete and accurate copies of the leases and subleases (each as amended to date) of the properties listed in Section 5.11(a) of the Company Disclosure Schedule. With respect to each lease and sublease of the properties listed in Section 5.11(a) of the Company Disclosure Schedule except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) A list the lease or sublease is a legal, valid, binding, and enforceable obligation of all real property owned the Company or leased Company Subsidiary, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity; (ii) neither the Company nor any Company Subsidiary, or to the knowledge of the Company any other party, is in breach or violation of, or default under, any such lease or sublease, and, to the knowledge of the Company, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; and (iii) neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold. (b) Except as set forth in Section 5.11(b) of the Company is Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of all Encumbrances, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 5.11(b) of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any Governmental Entity or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) real estate taxes, Encumbrances, and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of the Agreement, (iv) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of, or materially interfere with, the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement, and (v) with respect to leaseholds any Encumbrances on the landlord’s fee interest. Except as set forth in Section 5.11(b) of the Company Disclosure Letter. The Schedule or as would not, individually or in the aggregate, have a Company Material Adverse Effect, no written notice of any violation of any law affecting any portion of any of the Company Properties has been received by the Company or any Company Subsidiary from any Governmental Entity. (c) To the knowledge of the Company and each except as set forth in Section 5.11(c) of its the Company Disclosure Schedule, the Company and the Company Subsidiaries has own good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)title, in each case free and clear of any Liens all Encumbrances, to all personal property and other non-real estate assets used in connection with the business of the Company as presently conducted, except for (i) liens for Taxes not yet due and payable and Encumbrances reflected in the Company Balance Sheet, (ii) such easementsEncumbrances or imperfections of title which are not, restrictions and encumbrancesindividually or in the aggregate, if any, as are not material in character, amount or extent, extent and which do not materially detract from the value, value or materially interfere with the present use of the properties assets subject thereto or affected thereby, and (iii) Encumbrances for current Taxes not yet due and payable. Each lease pursuant to which All of the Company or any of its Subsidiaries as lesseemachinery, leases real or equipment and other tangible personal property is valid and in full force and effect as to assets owned or used by the Company and the Company Subsidiaries and neither the Company nor any of its Subsidiaries, norare, to the Company’s knowledge, any other party to any such leasein good condition and repair, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal except for ordinary wear and tear excepted)tear, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by to the Company extent necessary to be adequate for the current business of permit the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayto conduct their businesses as they are presently being conducted. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (iNeither the Company nor any of its Subsidiaries owns or has ever owned any real property nor is either party to any agreement to purchase or sell any real property. Section 3.7(a) A of the Company Disclosure Letter sets forth a list of all real property owned currently leased, licensed or leased subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would reasonably be expected to constitute a Subsidiary material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company, by any other party thereto. The Company or its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. To the knowledge of the Company, no parties other than the Company or any of its Subsidiaries have a right to occupy any Leased Real Property. To the knowledge of the Company, the Leased Real Property is in compliance, in all material respects, with Legal Requirements and neither the operations of the Company is set forth nor any of its Subsidiaries violate in the Company’s Disclosure Letterany material respects any Legal Requirements relating to such property or operations thereon. The Company and each of its Subsidiaries has good and marketable title to performed all real property owned by it (including of its material obligations under any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing Liability with respect to such terminated real property leases. The Leased Real Property and the Company or any physical assets of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiariescontained therein are, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects respects, in a good state of maintenance condition and repair (repair, subject to normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiariestear. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries would reasonably be expected to be required to expend more than $25,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Documents, provided that the condition of the Leased Real Property is in default under the terms same condition as it is as of the date of this Agreement, and that such surrender is at the end of the term of the lease of such Leased Real Property. Neither the Company nor any Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such leasecommission is owed with respect to any of the Leased Real Property.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Except as disclosed in SECTION 3.19 of the Company is Disclosure Schedule (with paragraph references corresponding to those set forth in the Company’s Disclosure Letter. below), to Seller's Knowledge: (a) The Company and each of its Subsidiaries has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way debentures, notes, stocks, securities, and other assets that are of a deed type required to be disclosed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any Schedules B through DB of its Subsidiaries as lessee, leases real or personal property is valid Annual Statement and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries that are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens. (b) The Company has a valid leasehold interest in, if any, that are not all material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal real property used in the business conduct of its business, operations, or affairs or of a type required to be disclosed in Schedule A of the Company's Annual Statement, free and clear of all Liens. (c) The Company owns good and indefeasible title to, or has a valid leasehold interest in or has a valid right under Contract to use, all material tangible personal property that is used in the conduct of its business, operations, or affairs, free and clear of all Liens. All such tangible personal property is in good operating condition and repair and is suitable for its current uses. (d) The Company has, and at all times after the Closing will have, the right to use, free and clear of any royalty or other payment obligations, claims of infringement or alleged infringement, or other Liens, all material marks, names, trademarks, service marks, patents, patent rights, assumed names, logos, trade secrets, copyrights, trade names, and service marks that are used in the conduct of its business, operations, or affairs (of which a true and complete list and description is disclosed in SECTION 3.19(D) of the Disclosure Schedule), and all material computer software, programs, and similar systems owned by or licensed to the Seller or the Company or any Affiliate of the Company or used in the conduct of its business, operations, or affairs (of which a true and its Subsidiaries that complete list and description is leased rather than owned, neither disclosed in SECTION 3.19(D) of the Disclosure Schedule). Neither the Seller nor the Company is in conflict with or in violation or infringement of, nor has the Seller or the Company received any notice of any conflict with or violation or infringement of or any claimed conflict with, any asserted rights of any other Person with respect to any intellectual property or any computer software, programs, or similar systems material to the Company's Business, including, without limitation, any of its Subsidiaries is such items disclosed in default under SECTION 3.19(D) of the terms of any such leaseDisclosure Schedule.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property properties and assets used in its business or owned by it (including any except such real and other property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, assets as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease held pursuant to which the Company leases or any of its Subsidiaries as lessee, leases real or personal property is valid and licenses described in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedExhibit 2.6), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens liens, mortgages, security interests, pledges, charges, and encumbrances, (except such as are disclosed in Exhibit 2.7 or disclosed on the Company Last Balance Sheet or are Permitted Liens). (a) Attached as Exhibit 2.6 is a true and complete list of all properties and assets owned, if anyleased, or licensed by the Company having an individual value of $3,000 or more, including with respect to such properties and assets leased or licensed by the Company, a brief description of such lease or license. Except for those properties and assets of the Company that were acquired subsequent to the Company Last Balance Sheet, all such properties and assets owned by the Company are reflected on the Company Last Balance Sheet. All properties and assets owned, leased, or licensed by the Company are in good and usable condition (ordinary wear and tear, which is not material such as would have a Material Adverse Effect on the Company, excepted); (b) No real property owned, leased or licensed by the Company lies in characteran area which, amount to the Knowledge of the Company or extentany Stockholder, is subjected to zoning, use or building code restrictions which prohibits, and that do not materially detract from to the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business Knowledge of the Company and each Stockholder, no stated facts relating to the actions or inaction of another person or entity of his or its Subsidiaries that is leased rather than ownedownership, neither licensing, leasing, or use of any real or personal property exists which prevents, the continued effective ownership, leasing, licensing or use of such real property in the business in which the Company nor any is now engaged; and (c) All accounts and notes receivable reflected on the Company Last Balance Sheet, and arising since the Last Balance Sheet Date, represent bona fide claims of its Subsidiaries is in default under the terms Company against third-party debtors for arms' length sales made, services performed or other charges for valid consideration arising to the extent that they have not been collected. To the Knowledge of any the Company and each Stockholder, such leaseaccounts and notes receivable are subject to no right of recourse, defense, deduction, return of goods, counterclaim, offset, or setoff on the part of the obligor, and, if not collected, can reasonably be anticipated to be paid within 90 days of the date incurred.

Properties. The Company (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all the properties and assets (A) reflected in the Most Recent Balance Sheet as being owned by the Company (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after December 31, 2007. The Company has good and valid leasehold interests in all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)leases, in each case free subleases and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant occupancy agreements to which the Company or any is a party (the “Company Leases”) and is in sole possession of its Subsidiaries as lessee, leases real or personal property the properties purported to be leased thereunder. Section 3.01(j) of the Company Disclosure Letter lists and describes briefly all Company Leases. Each Company Lease is valid and in full force and effect as and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no uncured breach, and no default exists, on the part of landlord under any of the Company Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company under any Company Lease. There is no suit, action, arbitration or other proceeding with respect to the Company and Leases or the Subsidiaries and neither premises leased under the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such leaseLeases. The Company has previously delivered to Purchaser a complete not received notice and correct copy does not otherwise have knowledge of each such lease. All real property owned any pending, threatened or contemplated condemnation proceeding affecting any premises leased by the Company or any part thereof or of its Subsidiaries are any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Company Leases encompasses all material respects in a good state real property used by the Company, and the Company does not own any real property and does not have any options to purchase real property. The landlord under each of maintenance the Company Leases has performed all initial improvements required to be performed by it under such Company Lease and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered tenant improvements allowances have been paid to the Company as tenant under such Company Lease. All insurance required to be maintained by the Company to be adequate for the current business under each of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries Leases is in default under the terms of any such leasefull force and effect.

Properties. (i3) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has have good title to, or good and marketable title to valid leasehold interests in, all real property owned by it (including any property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in a judicial foreclosure proceeding or by way the ordinary course of a deed business consistent with past practice and in lieu of foreclosure or similar transfer)compliance with this Agreement, in each case free and clear of all Liens (other than Permitted Liens). Except has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the properties and assets owned or leased by the Company and its Subsidiaries constitute all of the properties and assets necessary for and used in the conduct of their respective businesses in the places and in such manner in which such businesses are currently being conducted. Neither the Company nor any Liens except of its Subsidiaries owns or has ever owned any interest in real property. (i) liens for Taxes not yet due Each lease, sublease, license or other use or occupancy agreement (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise uses or occupies any real property (whether as lessor or lessee) is valid and payable in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Lease, is in default under the provisions of such easementsLease and no event has occurred that and is continuing that with notice or lapse of time, restrictions or both, would constitute a default, in each case except for those defaults that have not had and encumbranceswould not reasonably be expected to have, if anyindividually or in the aggregate, a Company Material Adverse Effect. Section 4.14(b) of the Company Disclosure Schedule sets forth, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant date of this Agreement, a complete and correct list of all Leases to which the Company or any of its Subsidiaries as lesseeis a party, leases including all amendments, extensions, renewals and guarantees with respect thereto, in each case identifying the parties thereto, and the address of the real or personal property is valid associated with such Lease (such property, together with all rights, title and in full force and effect as to interest of the Company or any Subsidiary in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”). The Company has made available to Parent (in each case, together with all amendments, modifications, supplements, waivers or other changes thereto) complete and correct copies of all Leases. The performance by the Company of this Agreement and the Subsidiaries and neither transactions contemplated hereby will not result in the Company nor termination of, or in any increase of its Subsidiaries, nor, to the Company’s knowledgeany material amounts payable under, any other Lease or any material rights under any Lease or will require the consent or approval from any party to any such leaseLease other than the Company. With respect to any Leased Real Property, is in default the Company and any of its Subsidiaries enjoys peaceful and undisturbed possession of the Leased Real Property. (b) The equipment and tangible personal property owned, leased, licensed or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned otherwise used or leased held for use by the Company or any of its Subsidiaries are in all have no material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiariesdefects. To the knowledge of the Company’s Knowledge, none of the buildings, structures or all improvements and other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property equipment used in connection with the business of the Company and its Subsidiaries that is leased rather than ownedlocated entirely on the Leased Real Property, neither except for improvements and equipment which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, none of the Company nor or any of its Subsidiaries is in default under the terms has received any notice of any such leasepending or threatened condemnation Action with respect to any of the real property it leases, licenses or otherwise occupies. Except as set forth in Section 4.14(c) of the Company Disclosure Schedule, no Person leases, subleases, licenses or otherwise has the right to use or occupy any of the Leased Real Property other than the Company or any Subsidiary of the Company.

Properties. (ia) A list The Company and its Subsidiaries have good title to, or good and valid leasehold interests in, all property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of all real property owned or leased by since the Company or a Subsidiary Balance Sheet Date in the ordinary course of business of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)manner consistent with past practice, in each case free and clear of all Liens (other than Permitted Liens). (b) Neither the Company nor any Liens except of its Subsidiaries has owned or owns any real property. (ic) liens for Taxes not yet due Each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee) is valid and payable in full force and (ii) such easementseffect. Neither the Company nor any of its Subsidiaries, restrictions and encumbrancesnor to the Knowledge of the Company any other party to a Lease, if any, as are not material in character, amount or extent, and do not materially detract from the valuehas violated any provision of, or materially interfere taken or failed to take any act which, with or without notice, lapse of time or both, would constitute a breach or default under the present use provisions of such Lease, except for those breaches or defaults that, individually or in the aggregate, have not and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice that it, or any other party to any Lease, has breached, violated or defaulted under any Lease in any material respects. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein (other than any Permitted Liens). As of the properties subject thereto or affected thereby. Each lease pursuant date of this Agreement, Schedule 3.15(c) of the Disclosure Letter sets forth an accurate and complete list of all Leases to which the Company or any of its Subsidiaries as lesseeis a party, leases in each case identifying the tenant or lessee and the landlord or lessor under each such Lease and the address of the real or personal property is valid and associated with such Lease. (d) As used in full force and effect as to this Agreement, “Leased Real Property” shall mean all real property leased by the Company and the Subsidiaries and neither the Company nor or any of its SubsidiariesSubsidiaries under any Lease, nortogether with all rights, title and interest of the Company or any of its Subsidiaries in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith. The Leased Real Property constitutes all of the Company’s knowledgereal property used by the Company or any of its Subsidiaries in the operation of their respective businesses. Except as, any other party to any such lease, is in default individually or in violation of any material provisions of any such lease. The the aggregate, has not had, and would not reasonably be expected to have, a Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real Material Adverse Effect, (i) all personal property owned or leased by the Company or any of its Subsidiaries are usable for their intended purposes in all material respects in a good state of maintenance and repair (normal wear and tear excepted)the ordinary course of, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate sufficient for the current business of the Company and its Subsidiaries. To the knowledge of the Companyoperation of, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedin a manner consistent with past practice, neither (ii) the Leased Real Property are in good condition and repair (subject to normal wear and tear), and (iii) the Leased Real Property has access to and from public roads and are currently supplied with such utilities, which access and utilities are sufficient for the operation of the business of the Company nor and its Subsidiaries as currently conducted. No Person leases, subleases, licenses or otherwise has the right to use or occupy, and no Person is in possession of, any of its Subsidiaries is in default under the terms Leased Real Property other than the Company or any Subsidiary of any such leasethe Company.

Properties. Schedule 3.7 lists and describes briefly (i) A list of all real property owned or that the Company and the Company Subsidiaries own and (ii) all real property leased by to the Company or a Subsidiary any of the Company is set forth in Subsidiaries, the Company’s Disclosure Letterlocation, the rent and the expiration dates, if any, under such leases. The Company and each of its Subsidiaries has good and marketable title to to, or a valid leasehold or license interest in, all real property owned by it tangible properties and assets (including any property real, personal and mixed) reflected on the Company Balance Sheet or acquired after the date thereof (except for properties and assets sold or otherwise disposed of in a judicial foreclosure proceeding the ordinary course of business since the date of the Company Balance Sheet) necessary for the present or by way proposed conduct of a deed in lieu of foreclosure or similar transfer)its business, in each case free and clear of any Liens except and all Liens, subject only to (i) liens statutory Liens arising or incurred in the ordinary course of business with respect to which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for Taxes taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in good faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iiiv) such easements, restrictions and encumbrances, if any, as Liens which are not material substantial in character, amount amount, or extent, and which do not materially detract from the value, or materially interfere with the present use use, of the properties property subject thereto or affected affect thereby. Each lease pursuant The Company and each Company Subsidiary has a valid leasehold interest under each such lease, subject to which the Company or any of its Subsidiaries as lesseeapplicable bankruptcy, leases real or personal property is valid insolvency, reorganization, moratorium and in full force similar laws affecting creditors' rights and effect remedies generally and subject, as to the Company enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and the Subsidiaries and neither the Company nor there is no default under any of its Subsidiaries, norsuch lease or, to the Company’s knowledge's Knowledge (as defined in Section 3.17 hereof), by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for defaults that are not likely to any such lease, is result in default or in violation of any material provisions of any such leasea Business Unit Material Adverse Effect. The Company has previously heretofore delivered or agreed to Purchaser a complete make available to News Corp. copies of all of the material written leases and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)licenses described on Schedule 3.7, conform in all material respects together with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate amendments thereto. Schedule 3.7 also sets forth those leases or licenses for the current business which third-party consents as a result of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayTransactions are required. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (i) A list 21.1 Paragraph 21.1 of all Schedule 1 of the Company Disclosure Letter contains a complete and accurate list, as of the date of this Agreement, of any real property owned which the Company or leased by any Subsidiary of the Company leases, subleases, licenses, uses or occupies and any leases, subleases, licenses or other agreements pursuant to which the Company or any Subsidiary of the Company uses or occupies any real property (any such properties, the “Real Properties”, and any such leases, subleases, licenses or other agreements, the “Leases”). 21.2 Neither the Company nor any Subsidiary of the Company owns any real property. 21.3 Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) each Lease under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of the Company or a Subsidiary of the Company is set forth in (as the case may be) and, to the Knowledge of the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), is in each case held free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsEncumbrances, restrictions and encumbrances, if any, as are not material in character, amount or extentother than Permitted Encumbrances, and do not materially detract from is in full force and effect and enforceable in accordance with its terms against the valueCompany or its Subsidiaries (as the case may be) and, or materially interfere with to the present use Knowledge of the properties subject Company, each of the other parties thereto (except for such Leases that are terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or affected thereby. Each lease pursuant to which breach by the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to of any of the Company and the Subsidiaries and provisions thereof); (b) neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none any of the buildingsother parties thereto has violated or committed or failed to perform any act which (with or without notice, structures lapse of time or other improvements located on both) would constitute a material default under any real property owned or leased by the Company or provision of any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.Lease; (iic) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use as of the properties subject thereto or affected thereby. With respect to personal property used in the business date of the Company and its Subsidiaries that is leased rather than ownedthis Agreement, neither the Company nor any of its Subsidiaries is has received written notice that it has materially violated or materially defaulted under any Lease or under any covenant, restriction, stipulation or other Encumbrance affecting the Real Property; (d) neither the Company nor any of its Subsidiaries has leased or otherwise granted any Person any interest in default under the terms Lease of any such leaseReal Properties or the right to use or occupy the whole of any Real Properties or any material portion thereof; (e) neither the Company nor any of its Subsidiaries has any material continuing liabilities (whether actual or contingent) in relation to formerly owned or leased land and buildings; and (f) neither the Company nor any of its Subsidiaries has received any notice from any Governmental Authority of any proceeding in respect of condemnation, compulsory purchase or equivalent proceedings pending or threatened against any Real Properties.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has have good and marketable defensible title to all real property of the Oil and Gas Interests reflected in the Company Reserve Reports as attributable to interests owned by it (including any property acquired Company and its Subsidiaries, except for such Oil and Gas Interests sold, used, farmed out or otherwise disposed of since December 31, 2013 in a judicial foreclosure proceeding or by way the ordinary course of a deed in lieu of foreclosure or similar transfer)business, in each case free and clear of any all Liens except (i) liens for Taxes not yet due other than Permitted Liens and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyProduction Burdens. Each lease pursuant Oil and Gas Lease to which the Company or any of its Subsidiaries as lessee, leases real or personal property is a party is valid and in full force and effect as effect. None of Company or any of its Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Oil and Gas Lease. None of Company or any of its Subsidiaries has received written notice from the other party to any such Oil and the Subsidiaries and neither the Gas Lease that Company nor or any of its Subsidiaries, noras the case may be, to the Company’s knowledgehas breached, violated or defaulted under any other party to any such lease, is in default Oil and Gas Lease. (b) Either Company or in violation a Subsidiary of any material provisions of any such lease. The Company has previously delivered good and valid title to Purchaser a complete and correct copy of each such lease. All material real property owned or leased by the (and each real property at which material operations of Company or any of its Subsidiaries are in all material respects in conducted) owned by Company or any Subsidiary (but excluding the Oil and Gas Interests of Company), other than the Real Property Leases (such owned property collectively, the "Company Owned Real Property"). Either Company or a Subsidiary of Company has a good state of maintenance and repair (normal wear valid leasehold interest in each material lease, sublease and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the agreement under which Company or any of its Subsidiaries encroaches upon uses or over occupies or has the right to use or occupy any adjoining parcel material real property (or real estate property at which material operations of Company or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good are conducted) (but excluding the Oil and marketable title Gas Interests of Company) (such property subject to all tangible personal property owned by ita lease, sublease or other agreement, the "Company Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Company Real Property Leases"), in each case, free and clear of all Liens except such other than any Permitted Liens, if anyand other than any conditions, that are not material in characterencroachments, amount or extenteasements, rights-of-way, restrictions and other encumbrances that do not materially detract from adversely affect the value, or materially interfere with the present existing use of the properties real property subject thereto by the owner (or affected thereby. With respect lessee to personal property used the extent a leased property) thereof in the business operation of its business. Each Company Real Property Lease is valid, binding and in full force and effect. No uncured default of a material nature on the part of Company or, if applicable, its Subsidiary or, to the knowledge of Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with or without the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. (c) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. Except for such arrangements solely among Company and its Subsidiaries or among Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that is leased rather than owned, neither would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by Company in the operation of its business thereon. Neither Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by Company or its Subsidiaries in default the operation of its business thereon. (d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled We▇▇▇. (e) All of the We▇▇▇ ▇nd all water, CO2 or injection we▇▇▇ ▇ocated on the Oil and Gas Leases or Units of Company and its Subsidiaries or otherwise associated with an Oil and Gas Interest of Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the We▇▇▇ ▇nd such other we▇▇▇ ▇nd all related development, production and other operations have been conducted in compliance with all applicable Laws. (f) All Oil and Gas Interests operated by Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law. (g) None of the material Oil and Gas Interests of Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions. (h) None of the Oil and Gas Interests of Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the terms of any such leaseCode.

Properties. (ia) A Section 3.14(a) of the Company Disclosure Letter contains a true and complete list of all real property owned leased or leased subleased by the Company or its subsidiaries pursuant to Leases (the “Leased Real Property”), including the address of each Leased Real Property, and has provided a Subsidiary copy of each Lease for such Leased Real Property, including all amendments and modifications thereto. With respect to each Lease, (i) such Lease is valid and binding on the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries subsidiaries party thereto and, to the knowledge of the Company, each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception; (ii) neither the Company nor any subsidiary nor, to the knowledge of the Company, any other party to such Lease is in material breach or default under any such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such Lease; (iii) the Company and each of its subsidiaries has a good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), valid leasehold interest in each case parcel of Leased Real Property free and clear of any Liens all Liens, except Permitted Liens, (iiv) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which neither the Company or any of its Subsidiaries as lesseesubsidiaries has received any written notice from any landlord under any Lease that such landlord intends to terminate such Lease, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and (v) neither the Company nor any of its Subsidiaries, norsubsidiaries has received written notice of any pending and, to the Company’s knowledge, there is no threatened in writing, condemnation with respect any other party property leased pursuant to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete the Leases and correct copy of each such lease. All real property owned or leased by (vi) the Company or its applicable subsidiary has not subleased, licensed or otherwise granted any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by Person the Company right to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures use or other improvements located on any real property owned or leased by the Company occupy such Leased Real Property or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayportion thereof. (iib) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries subsidiaries own any real property, nor have they ever owned any real property. Neither the Company nor any of its subsidiaries is in default party to any option to purchase any real property. (c) Notwithstanding the foregoing, no representation is made under the terms of this Section 3.14 with respect to any such leaseIntellectual Property.

Properties. (a) Section 3.10 of the Company Disclosure Schedule contains a true, correct and complete list of (i) A list all Leased Real Property designating the relevant lessors and lessees and, in the case of Leased Real Property, the material terms of such Lease, including the annual rental payment and expiration date and (ii) all equipment, fixtures and other personal property owned, leased, subleased or managed by the Company or any Subsidiary which, in the case of clause (ii) only, had an original cost or commitment in excess of $50,000. True, correct and complete copies of all Leases and all material personal property leases and deeds of the Company and each Subsidiary have been delivered or made available to Inveresk by the Company. Neither the Company nor any of its Subsidiaries owns any real property owned or leased any other interest in real property. (b) Each Lease is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or other creditor's rights laws. The Company or the applicable Subsidiary is in compliance in all material respects with all terms of each such Lease and, to the Company's knowledge, the other party or parties thereto are not in default of its or their obligations thereunder. (c) Neither the whole nor any part of any Leased Real Property used or occupied by the Company or any Subsidiary is subject to any pending suit for condemnation or other taking by any public authority, and, to the knowledge of the Company, no such condemnation or other taking is currently threatened or contemplated. The Leased Real Property is sufficient real property to conduct the operations of the Company and its Subsidiaries as currently conducted, and the personal property set forth on Section 3.10 of the Company Disclosure Schedule is in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Company or its Subsidiaries since December 31, 2002 due to inadequate maintenance of any such properties. (d) Except as disclosed in the 2002 Audited Financial Statements, the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company owns outright and each of its Subsidiaries has good and marketable fee or leasehold title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its respective assets and properties, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsLien. The Company, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere together with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, norhas all necessary assets, equipment, contractual rights and properties to engage in the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased business currently conducted by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of the Company Subsidiaries owns marketable fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) to, or has a valid leasehold interest in, each of the real property properties identified as owned or leased by the Company or a Subsidiary in the Company SEC Reports (collectively, the “Company Properties”). Section 3.12(a)(i) of the Disclosure Schedules sets forth a true and complete list of all Company is set forth in Properties and the Company’s Disclosure LetterCompany Subsidiary which owns such Company Property. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (iSection 3.12(a)(ii) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease Disclosure Schedules sets forth a true and complete list of all leases pursuant to which the Company or any Company Subsidiary is a tenant of its Subsidiaries real property as lesseeof the date of this Agreement and the Company Subsidiary which is the tenant under each such lease (each, leases a “Material Company Real Property Lease”). In each case, such Company Properties are owned or leased, as the case may be, free and clear of Liens, except for Permitted Liens. Neither the Company nor any Company Subsidiary is a tenant of real property pursuant to a ground lease. Except as would not be material to any Company Property, no Person or personal property is valid tenant other than the Company or Company Subsidiary, as applicable, has any right to use or occupy all or any portion of such Company Properties. True, correct and complete copies of each Material Company Real Property Lease have been made available to Buyer prior to the date hereof. All Material Company Real Property Leases are in full force and effect as and are enforceable against each of the Company or the Company Subsidiary that is a party thereto, and to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company and the Subsidiaries and Material Adverse Effect: (A) neither the Company nor any Company Subsidiary has received any written claim or notice of its Subsidiariesmaterial breach or material default under any such Material Company Real Property Lease or any written notice of any party’s intent to cancel or terminate any Material Company Real Property Lease, nor, and (B) to the Company’s knowledgeKnowledge, no Event has occurred which individually or together with other Events would reasonably be expected to result in a material breach or a material default under any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Material Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Real Property Lease by the Company or any Company Subsidiary as party thereto (in each case, with or without notice or lapse of its Subsidiaries are in all material respects in time or both). (b) Section 3.12(b) of the Disclosure Schedules sets forth a good state true, correct and complete list of maintenance and repair (normal wear and tear excepted)the real property which, conform in all material respects with all applicable ordinancesas of the date of this Agreement, regulations and zoning laws and are considered by the Company is under contract to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased purchased by the Company or any a Company Subsidiary after the date of its Subsidiaries encroaches upon this Agreement or over any adjoining parcel that is required under a binding Contract to be sold, leased or real estate subleased by the Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. There are no written agreements to which either the Company or any easement Company Subsidiary is a party pursuant to which either the Company or right-of-wayany Company Subsidiary is obligated to buy or lease or sublease as a tenant any real properties at some future date, or pursuant to which either the Company or any Company Subsidiary is obligated to lease as landlord any Company Property to any third party (other than hotel guests in the ordinary course of the Company’s and the Company Subsidiaries’ business and retail leases that are not material to any Company Property). (c) Neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened in writing with respect to any of the Company Properties, that would interfere in any material manner with the current use of the Company Properties (assuming its continued use in the manner it is currently used), or otherwise impair in any material manner the operations of such Company Properties (assuming its continued use in the manner it is currently operated) or (ii) The any Laws, including any zoning regulation or ordinance, building or similar Law, code, ordinance, order or regulation, has been violated (and remains in violation) for any Company Property (other than violations (A) of any zoning regulation or ordinance resulting from a change to such zoning regulation or ordinance which render such Company Property legally non-conforming pursuant to such zoning regulations or ordinances or (B) that would not be material to the operation of such Company Property), which have not been cured or contested in good faith. (d) Except for any statutory rights or statutory options to occupy or purchase any Company Property, in either case in favor of a Governmental Authority, neither the Company nor any Company Subsidiary has granted any unexpired option agreements, rights of first offer or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of any Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any Contract for sale or letter of intent to sell any Company Property or any portion thereof. (e) Except as has not had and each would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its the Company Subsidiaries has good and marketable title to to, or a valid and binding leasehold or other interest in, all tangible personal property owned by itnecessary for the conduct of the business of the Company and the Company Subsidiaries, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentother than Permitted Liens, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal all such property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasegood operating condition and repair (ordinary wear and tear expected) and is suitable for its present use.

Properties. (ia) A Neither the Company nor any Company Subsidiary currently owns, or has ever owned, any real property. (b) Section 4.15(b) of the Company Disclosure Schedules contains, as of the date of this Agreement, a true and complete list of all real property owned that is leased, subleased, sub-subleased, or leased by licensed to, or otherwise occupied by, the Company or a Subsidiary of and the Company is set forth in Subsidiaries, as applicable (such property, the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer"Leased Real Property"), in each case free and clear sets forth a list of any Liens except (i) liens and all leases, subleases, sub-subleases, licenses, sublicenses, occupancy agreements, rights of first refusal, parking and access rights, rights to expand premises, renewal rights and extension options, easements and purchase options for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant Leased Real Property to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications, amendments, guarantees and indemnities with thereto, the "Real Estate Leases"). The Company and/or one of its Subsidiaries the Company Subsidiaries, as lesseethe case may be, leases real or personal property is have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease. The Company and/or one of the Company Subsidiaries, as the case may be, enjoys quiet, peaceful and undisturbed possession of the Leased Real Property. True and complete copies of all Real Estate Leases have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect as to and a valid, binding and legally enforceable obligation of the Company and the Subsidiaries and neither or one of the Company nor any of its Subsidiaries, noras the case may be, and, to the Knowledge of the Company’s knowledge, of the other parties thereto,; (ii) has not been amended or modified in any other party respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) has not been subleased, assigned or licensed in any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased manner by the Company or any of its Subsidiaries are in all material respects in a good state the applicable Company Subsidiaries. (d) There is no existing default or event of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased default by the Company or any of its Subsidiaries encroaches upon the Company Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Estate Lease, nor, to the Knowledge of the Company, any event which with notice or over any adjoining parcel lapse of time or real estate both would constitute a default thereunder by the Company or any easement Subsidiary (as applicable) or right-any other party thereto. The Company and/or one of the Company Subsidiaries, as the case may be, has paid all rent due and payable under each Real Estate Lease. The Real Estate Leases will not be affected by, nor will be in default as a result of-way., the completion of the transactions contemplated under this Agreement (iie) The Leased Real Property constitutes all of the real property occupied or otherwise used by the Company and each the Company Subsidiaries as of its Subsidiaries has the date hereof. The Leased Real Property is in good operating condition and in a state of good and marketable title to all tangible personal property owned by itworking maintenance and repair, free ordinary wear and clear of all Liens except such Liens, if any, that are not material in character, amount or extenttear excepted, and that do not materially detract from the value, is adequate and suitable for its current uses and purposes. There are no physical conditions or materially interfere with the present use defects on any part of the properties subject thereto Leased Real Property that would impair or affected thereby. With respect would be reasonably expected to personal property used in impair the continued operation of the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor Subsidiaries as presently conducted at such Leased Real Property. (f) The Company and the Company Subsidiaries have not received any written notice of its (i) violations of building codes and/or zoning by-laws or other governmental or regulatory laws affecting the Leased Real Property, (ii) existing, pending or threatened expropriation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other proceedings, or similar matters that would impair or would be reasonably expected to impair the continued operation of the business of the Company and the Company Subsidiaries is as presently conducted at such Leased Real Property. (g) The Company and the Company Subsidiaries have not pledged, mortgaged, or otherwise granted any Liens on their leasehold interests in default under the terms of any such leaseLeased Real Property.

Properties. (ia) A Section 4.15(a) of the Company Disclosure Schedule sets forth a complete list of all real property and interests in real property owned or leased by the Company or a Subsidiary its Subsidiaries as of the Execution Date (the “Owned Real Property”), including the address and record owner of such Owned Real Property. Except as set forth in Section 4.15(a) of the Company is set forth in Disclosure Schedule, the Company’s Disclosure Letter. The Company and each of or its applicable Subsidiaries has own good and marketable title to all real property of the material properties and material assets purported to be owned by it them (other than Intellectual Property, which is addressed in Section 4.11), including any property acquired in a judicial foreclosure proceeding or by way all of a deed in lieu of foreclosure or similar transfer)the Owned Real Property, in each case free and clear of any Liens except all Liens, other than Permitted Liens. (ib) liens for Taxes not yet due and payable and (iiSection 4.15(b) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Company Disclosure Schedule sets forth a complete list of all of the existing material leases and licenses (including all amendments, extensions, supplements, renewals thereof and agreements related thereto) in effect as of the Execution Date (the “Company Leases”) for real property and interests in real property directly or affected thereby. Each lease pursuant indirectly leased or licensed to the Company or its Subsidiaries (the “Leased Real Property”) by any third party under which the Company or any of its Subsidiaries as lesseeis a lessee or licensee, leases real or personal property is valid if applicable, and in full force the address, aggregate monthly rent payable and effect as to expiration date of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, Lease relating to the Company’s knowledge, any other party to any each such lease, is in default or in violation of any material provisions of any such leaseLeased Real Property. The Company has previously delivered to Purchaser Parent, or otherwise made available for inspection by Parent, true and complete copies of all the Leases. The Company or its applicable Subsidiaries has and owns a complete valid leasehold or licensed (if applicable) interest in the Leased Real Property, in each case free and correct copy clear of all Liens, other than Permitted Liens. (c) Other than the Company Satellites and Company Ground Stations which are exclusively governed by Sections 4.16 and 4.17, each such lease. All real property material item of equipment owned or leased by the Company or any of its Subsidiaries are is (i) reasonably adequate for the conduct of the Business as currently conducted and (ii) in good operating condition, regularly and properly maintained in all material respects in a good state of maintenance and repair (respects, subject to normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waytear. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (i) A list of all real property owned Except as, individually or leased by in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has (a) good and marketable fee simple title to all real property owned by it the Company or any of the Company Subsidiaries (including the “Owned Real Property”) and (b) a valid leasehold estate in all real property leased, subleased, licensed or otherwise occupied by the Company or any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferCompany Subsidiary (the “Leased Real Property”), in each case free and clear of any all Liens except for Permitted Liens. Section 3.15(a) of the Company Disclosure Letter contains a complete and accurate list of the street address of each parcel of Owned Real Property. Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of each Company Lease which requires annual rental payments in an amount in excess of $500,000. As of the date hereof, the Company has delivered to or made available to Parent a true and complete copy of each material Company Lease. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the each Company or any of its Subsidiaries as lessee, leases real or personal property Lease is valid and in full force and effect as to and is a valid and binding obligation of the Company or the Company Subsidiaries, as the case may be, except as enforcement may be limited by the Bankruptcy and the Subsidiaries and Equity Exception, (ii) neither the Company nor any of its Subsidiariesthe Company Subsidiaries is, nor, to the Company’s knowledge, is any other party (in each case, with or without notice or lapse of time, or both) in breach or default under any Company Lease and (iii) there is no pending or, to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company’s knowledge, none of the buildingsthreatened appropriation, structures condemnation, eminent domain or similar Proceeding, or sale or other improvements located on any real property owned or leased by disposition in lieu of condemnation, affecting the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayOwned Real Property or, to the Company’s knowledge, the Leased Real Property. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Section ‎3.14(a) of the Company is set Disclosure Letter sets forth in a true, complete and accurate list of the Company’s Disclosure Lettercommon address of each parcel of Owned Real Property. The Company and each or one of its Subsidiaries has good and marketable fee simple title (or its jurisdictional equivalent) to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its Owned Real Property, in each case case, free and clear of all Encumbrances except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Owned Real Property, other than any Liens except (iuse and occupancy rights granted to third-party owners, tenants or licensees pursuant to Contracts with respect to such real property entered in the ordinary course of business and disclosed on Section ‎3.14(a) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Company Disclosure Letter. (b) Section ‎3.14(b) of the Company Disclosure Letter sets forth a true, complete and accurate list of the common address of each parcel of Leased Real Property and the lease, license, occupancy agreement or affected thereby. Each lease other similar Contract pursuant to which the Company or any of its Subsidiaries as lesseeis granted the right to use and occupy such Leased Real Property (any such leases, leases real licenses, occupancy agreements or personal property is valid and in full force and effect as to other similar Contracts, the “Leases”). The Company and the Subsidiaries and neither the Company nor any or one of its Subsidiaries, noras applicable, has, subject to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business terms of the Company and applicable Lease, valid leasehold interests in its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itLeased Real Property, free and clear of all Liens any Encumbrances except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyPermitted Encumbrances. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, each Lease (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default thereunder, (ii) each Lease is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have performed, in all material respects, all obligations required to be performed by them to date under such Lease and are not (with or without the terms lapse of time or the giving of notice, or both) in material breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any written notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any such Lease. (c) There are no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or rezoning proceedings or similar actions that affect any material portion of Owned Real Property or Leased Real Property. Neither the Company nor any of its Subsidiaries has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to purchase, acquire, sell or dispose of any such leasematerial real property or any material portion thereof or material interest therein. Neither the Company nor any Company Subsidiary occupies and performs any manufacturing or other material operations on real property other than on the Owned Real Property or the Leased Real Property.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Section 3.16(a) of the Company is set forth Disclosure Schedule contains a true, correct and complete list, as of the date hereof, of the Leased Premises and the Leases (as defined in Section 3.16(f) below), the Company’s Disclosure Letterlessor and lessee (or sublessor and sublessee, or licensor or licensee, as the case may be) and any guarantor under each Lease and the current use (or uses) of such Leased Premises. Prior to the date hereof, the Parent and Sub have been provided with a true, correct and complete copy of each Lease and all amendments thereto. The Company has good, valid and each of its Subsidiaries has good and marketable title to binding license, leasehold or equivalent interest in all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Leased Premises, in each case free and clear of any Liens except Liens. Each Lease is the legal, valid and binding obligation of the Company thereunder and is enforceable and is in full force and effect. No event has occurred or circumstance exists which, with the delivery of notice or the passage of time or both, would constitute a breach or default by the Company, or the lessor or sublessor or licensor or licensee, or which would permit the termination, modification or acceleration of performance of the obligations of the Company, or the lessor or sublessor or licensor or licensee, under any Lease. The Company has not received any notice that any lessor, sublessor or licensor under any Lease will not consent (iwhere such consent is necessary) liens for Taxes not yet due to the consummation of the Transactions, without requiring any modification of the rights or obligations of the lessee, sublessee or licensor thereunder. (b) Section 3.16(b) of the Company Disclosure Schedule contains a true, correct and payable complete list of the Owned Real Property (as defined in Section 3.16(f)(iii) below), including the address of each parcel of Owned Real Property, the entity which owns such Owned Real Property and the current use (iior uses) of such easementsOwned Real Property. Prior to the date hereof, restrictions the Parent has been provided with a true, correct and encumbrancescomplete copy of all deeds, mortgages, surveys, title insurance policies (including any underlying documents relating to Liens), if any, as are not or equivalent documentation with respect to the Owned Real Property and other material documents relating to or affecting the title to the Owned Real Property. The Company has good, valid and marketable title in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use fee simple to each of the properties subject Owned Real Property and to all buildings, structures and other improvements thereon and all fixtures thereto (other than any equipment leased by the Company), in each case, free and clear of any Liens. The Company has not granted to any Person any right to use or affected therebyoccupy any of the applicable Owned Real Property, other than rights or grants which appear of record. (c) No options or rights of first offer or rights of first refusal or similar rights or options have been granted by the Company to any Person to purchase, lease, license or otherwise acquire any interest in any of the Real Property. Except as set forth in Section 3.16(c) of the Company Disclosure Schedule, the Company has not mortgaged, hypothecated, pledged or otherwise encumbered any of the Real Property or its interest in any Real Property. (d) The Company is in possession of all material franchises, grants, authorizations, Governmental Permits, easements, variances, exemptions, consents, certificates and Orders (collectively, the "Permits") necessary to own, lease, license and operate the Real Property and to carry on its business. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property such Permit is valid and in full force and effect as to the in all material respects. The Company and the Subsidiaries and neither the Company nor any of its Subsidiariesis not in material conflict with, nor, to the Company’s knowledge, any other party to any such lease, is or in default (or would be in default with the giving of notice, the passage of time, or both) with, or in violation of, any of any material provisions of any such lease. the Permits, which conflict, default or violation would, individually or in the aggregate, have a Company Material Adverse Effect. (e) The Company has previously delivered not received written notice of any condemnation, expropriation or other proceedings in eminent domain pending, proposed or threatened with respect to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all the Real Property which has had or would reasonably be expected to have a Company Material EXECUTION COPY Adverse Effect or a material respects in a good state impact on the continued use and operation of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business any of the Company and its Subsidiaries. To Real Property to which they relate in the knowledge conduct of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company as presently conducted. All buildings, structures and its Subsidiaries that is leased rather than ownedother improvements on any of the Real Property and all fixtures thereto are structurally sound with no known material defects and are in good operating condition and repair, neither except for routine wear and tear, and are adequate for the use and operation of the Real Property to which they relate in the conduct of the business of the Company nor any as presently conducted and require no maintenance, repairs or replacements, except for ordinary routine maintenance, repairs or replacements, which are not material in nature or cost. (f) For the purpose of its Subsidiaries is in default under this Agreement, the following defined terms of any such lease.shall have the following meanings:

Properties. (ia) A list Except as would not have a Company Material Adverse Effect, with respect to Owned Real Property that is material to the business operations of all real property owned or leased by the Company and its Subsidiaries, taken as a whole, the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good and marketable fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Owned Real Property, in each case free and clear of any all Liens, except for Permitted Liens except and minor defects in title, recorded easements, restrictive covenants and similar encumbrances of record. (b) Except as would not have a Company Material Adverse Effect, with respect to each Leased Real Property that is material to the business operations of the Company and its Subsidiaries, taken as a whole: (i) liens each lease for Taxes not yet due and payable and (ii) such easementsthe Leased Real Property is valid, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid binding and in full force and effect as with respect to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in to the extent a good state of maintenance and repair (normal wear and tear excepted)party thereto and, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by to the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of each other party thereto, subject to the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. Bankruptcy and Equity Exception and (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in breach of or default under any lease with respect to Leased Real Property, and, to the terms Knowledge of the Company, no other party is in breach of or default under any lease with respect to Leased Real Property. Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any notice of any such leaseuncured breach or violation of any provision of any Lease, nor has the Company or any of its Subsidiaries given any notice of any uncured breach or violation of any provision of any Lease to any other party under any Lease. To the Knowledge of the Company, there are no material disputes with any lessor, sublessor, lessee or sublessee under any Lease.

Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets reflected as owned by it in the consolidated financial statements incorporated by reference in the Private Placement Memorandum (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferthe “Proprietary Assets”), in each case free and clear subject to no lien, mortgage, pledge, charge or encumbrance of any Liens kind except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrancesthose, if any, as reflected in such consolidated financial statements, or (ii) those which are not material in character, amount or extent, and do not materially detract from adversely affect the value, or materially interfere with the present use made of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal such property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business Subsidiaries. Each of the Company and its SubsidiariesSubsidiaries holds its leased properties under valid and binding leases, subject to such exceptions as are not materially significant in relation to its business. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business Proprietary Assets of the Company and its Subsidiaries that is leased rather than ownedconstitute all the Proprietary Assets necessary to enable the Company and its Subsidiaries to conduct their businesses in the manner in which such businesses have been and are being conducted. Except as set forth in the Private Placement Memorandum, (x) neither the Company nor any of its Subsidiaries is has licensed any of its Proprietary Assets to any individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof (each a “Person”) on an exclusive, semi-exclusive or royalty-free basis, and (y) neither the Company nor any of its Subsidiaries has entered into any covenant not to compete or contract limiting such entity’s ability to exploit fully any of such entity’s material Proprietary Assets or to transact business in default under any material market or geographical area or with any Person. “Proprietary Assets” shall include, but shall not be limited to, the terms Intellectual Property of any such leasethe Company, as defined in Section 4.10 below.

Properties. (ia) A list Section 3.14(a) of the Company Disclosure Schedule correctly lists all real property owned or leased by (all such property, collectively, the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer“Real Property”), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lesseeowns in fee simple, leases leases, subleases, licenses or operates, specifying in the case of leases, subleases, or licenses, the name of the lessor, sublessor, or licensor, the lease, sublease or license term and basic annual rent or annual license fee. (b) Section 3.14(b) of the Company Disclosure Schedule contains a list of all agreements under which the Company or its Subsidiaries is the landlord, sublandlord, tenant, subtenant or occupant of real or personal property (each a “Real Property Lease”). Each Real Property Lease (i) is valid and in full force and effect as to and is valid and binding on the Company and the Subsidiaries and neither the Company nor any of or its Subsidiaries, noras the case may be, and, to the knowledge of the Company’s knowledge, any the other party to any such leaseparties thereto, enforceable in accordance with its respective terms except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, and there is in no material default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company ii) grants to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by ita valid leasehold interest, free and clear of any and all Liens except such other than Permitted Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to a Real Property Lease, is in material breach or default in any respect under the terms thereof and no event has occurred that, with notice or lapse of time or both, would constitute a material breach or default or permit termination, modification or acceleration thereunder, except as, in either case, would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (c) Section 3.14(c) of the Company Disclosure Schedule correctly describes all personal property valued in excess of $100,000 used or held for use by the Company and its Subsidiaries, including equipment, furniture, vehicles, and other trade fixtures and fixed assets, which the Company or its Subsidiaries own, lease or sublease, and any such leaseLiens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent.

Properties. The Company or one of its Subsidiaries (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets (A) reflected in the Company Balance Sheet as being owned by it the Company or one of its Subsidiaries (including other than any property such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired in a judicial foreclosure proceeding or by way after the date of a deed in lieu of foreclosure or similar transfer)the Company Balance Sheet, in each case free and clear of any Liens all Encumbrances, except (i) liens for Taxes as set forth on Schedule 3.8 and except statutory Encumbrances securing payments not yet due and payable such Encumbrances as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (ii) such easements, restrictions is the lessee of all leasehold estates (x) reflected in the Company Balance Sheet or (y) acquired after the date of the Company Balance Sheet (except for leases that have expired by their terms since the date thereof) and encumbrances, if any, as are not material is in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use possession of the properties subject thereto or affected thereby. Each purported to be leased thereunder, and each such lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, norand, to the Company’s knowledgeKnowledge, any the other party thereto, and there is no default thereunder by the lessee or, to any such leasethe Company’s Knowledge, is in default or in violation of any material provisions of any such leasethe lessor. The Company has previously delivered to Purchaser a complete not received notice and correct copy does not otherwise have Knowledge of each such lease. All real property any pending, threatened or Table of Contents contemplated condemnation proceeding affecting any premises owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state or any part thereof or of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures any sale or other improvements located on disposition of any real property such owned or leased by the Company premises or any part thereof in lieu of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear condemnation. Schedule 3.8 sets forth a list of all Liens except such Liens, if any, that are not material in character, amount or extent, properties and that do not materially detract from the value, or materially interfere with the present use assets and leasehold estates and sets forth a complete and correct itemized list of all Encumbrances on the properties subject thereto or affected thereby. With respect to personal property used in the business and assets of the Company and its Subsidiaries that is leased rather than owned, neither are related to the Company nor any of its Subsidiaries is in default under the terms of any such leaseDebt Obligations.

Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, Subsidiaries owns any other party to any such lease, is in default or in violation of any material provisions of any such leasereal property. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All Schedule 4.12 lists all real property owned leased or leased subleased to or by the Company or any Subsidiary of its Subsidiaries are the Company. The Company has delivered to Parent complete and accurate copies of the leases and subleases (as amended to date) listed in all material respects said Schedule. With respect to each lease and sublease listed in said Schedule: (i) the lease or sublease is, and will be following the Closing, a good state of maintenance legal, valid and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business binding obligation of the Company and its Subsidiaries. To or such Subsidiary of the Company and, to the knowledge of the Company, none the other parties thereto, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) no such lease or sublease has been terminated in full or in part, nor has the Company or any Subsidiary of the buildingsCompany received notice of any such termination and, structures to the knowledge of the Company, there is no threat of such termination; (iii) neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party, is in breach or other improvements located on violation of, or default under, in any real property owned material respect, any such lease or leased sublease, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary of its Subsidiaries encroaches upon the Company or, to the knowledge of the Company, any other party under such lease or over sublease; (iv) neither the Company nor any adjoining parcel Subsidiary of the Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (v) the Company is not aware of any Encumbrance applicable to the real estate property subject to such lease, except for Encumbrances which do not materially impair the current uses or any easement the occupancy by the Company or right-of-waythe applicable Subsidiary of the property subject thereto. (iib) The Company and each of its Subsidiaries has good have good, valid and (if applicable) marketable title to all tangible personal property owned assets material to their businesses and to those assets reflected on the Base Balance Sheet or acquired by itit after the date thereof (except for properties disposed of since that date in the ordinary course of business), free and clear of all Liens Encumbrances except for Permitted Exceptions (as defined in Section 10.7). All equipment included in such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect which is necessary to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither in good condition and repair (ordinary wear and tear excepted). There are no leases of personal property to which the Company nor or any Subsidiary of the Company is a party that are required to be listed on Schedule 4.14. The property and assets of the Company and its Subsidiaries is in default under are sufficient for the terms conduct of any such leasetheir respective businesses as presently conducted. Except as otherwise noted thereon, all of the tangible personal property and assets of the Company and its Subsidiaries are located at the leased real property listed on Schedule 4.12.