Common use of Real and Personal Property Clause in Contracts

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect.

Real and Personal Property. (a) Neither Part 3.6(a) lists all real estate owned by each Acquired Company (the “Owned Real Property”), including the legal description, street address, and any tax parcel identification number of each property, and the Acquired Company nor any of its Subsidiaries that owns any real property or has owned any real such property. Schedule 4.10(a) sets forth a list Sellers have delivered to Buyer copies of the deeds and other instruments by which any Acquired Company acquired the Owned Real Property and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or any Acquired Company relating to the Owned Real Property. (b) Part 3.6(b) lists all real property estate leased by the any Acquired Company as a lessee, sub-lessee, or any of its Subsidiaries assignee (the "“Leased Real Property"” and, together with the Owned Real Property, the “Real Property”), including a description of the premises leased and the Acquired Company that leases the same. All leases relating to Leased Real Property are identified on Schedule 4.10(a) (is leased pursuant to valid written leases listed in Part 3.17(a). Such leases contain the "Leases") entire agreement between the landlord of each of the leased premises and true the Acquired Company, and complete copies thereof have been provided there is no other Contract between the landlord and any Acquired Company affecting such Leased Real Property. No Acquired Company leases Real Property as a lessor or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):sub-lessor. (ic) The Owned Real Property and the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold Acquired Companies’ interests to the leasehold estate in the Leased Real Property granted to are owned by the respective Acquired Companies free and clear of all Encumbrances, variances, or limitations of any nature, other than Permitted Encumbrances and as set forth in Part 3.6(c). All buildings, plants, and structures owned by any Acquired Company lie wholly within the boundaries of the Real Property in question and do not encroach upon the property of, or such Subsidiaryotherwise conflict with the property rights of, as applicableany other Person. There are no buildings, pursuant to each pertinent Leasestructures, subject to applicable bankruptcyfixtures, insolvency, moratorium or other similar laws relating to creditors' rights and general principles improvements primarily situated on adjoining property that encroach on any part of equity; (ii) each the Real Property. Each parcel of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicableReal Property abuts on, and is has direct vehicular access to, a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Real Property and constituting a part thereof. Certificates of occupancy are in full force and effect; and (iii) to effect for each location of Real Property, and the Company's knowledgeuses thereof being made by the Acquired Companies do not violate any applicable zoning, neither the Company nor such Subsidiary is in default under any of said Leasessubdivision, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of timeland use, or both, other Legal Requirement. No Third Party has a right to acquire any interest in the Owned Real Property or in the Acquired Companies’ interests in the Leased Real Property. There is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain Proceeding that would give rise to result in the taking of all or any part of any parcel of Real Property or that would prevent or hinder the continued use of any such a default parcel as used by the Company or such Subsidiary, as applicableAcquired Companies. None of the Real Property is located within a flood plain for flood insurance purposes. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Acquired Companies own all of their tangible personal property and assets shown on reflected as owned in the Base Interim Balance Sheet or acquired after (other than inventory sold since the date Interim Balance Sheet Date in the Ordinary Course of the Base Balance SheetBusiness), free and clear of any all Encumbrances, except for other than Permitted Encumbrances and as set forth in Part 3.6(d). All the tangible personal property purchased or otherwise acquired by the Acquired Companies since the Interim Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Interim Balance Sheet Date in the Base Balance Sheet, (iiOrdinary Course of Business) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held is owned by the Company or its Subsidiaries Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and as set forth in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part Part 3.6(d). A copy of the cost fixed asset register of acquiring each Acquired Company has been delivered to Buyer. Each such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of register contains a lessor or sublessor, as lessor or sublessor, under any lease complete and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use correct list of the fixed assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property applicable Acquired Company as of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectdate specified.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a5.10(a) sets forth a list all of all the real property leased owned in fee simple by the Company or any of its Subsidiaries (the "“Owned Real Property”). Each of the Company and its Subsidiaries owns fee title to each parcel of real property owned by it free and clear of all Liens and other encumbrances of any nature whatsoever, other than Permitted Exceptions. Such real property includes all real property, easements, rights of way, and other real property interests appurtenant to the real property (when taken together with the leases described in Section 5.10(b) hereof) necessary to conduct the business and operations of the Company as presently conducted. (b) The real property demised by the leases listed on Schedule 5.10(b) (the “Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a”) (constitutes all of the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) real property leased by the Company or a Subsidiary of and its Subsidiaries. Except as set forth on the Companyattached Schedule 5.10(b), as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is leases are in full force and effect; and (iii) , subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws or general principles of equity. The Company has delivered or made available to Parent complete and accurate copies of each of the leases described on Schedule 5.10(b), and none of the leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Parent. To the Knowledge of the Company's knowledge, neither the Company nor such Subsidiary any of its Subsidiaries has received written notice that it is in default in any material respect under any Leased Real Property. (c) With respect to the tangible properties and assets of said Leases, northe Company and its Subsidiaries (excluding real property), to the Company's knowledge, has any event occurred which, with notice or the passage Knowledge of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good and marketable title to, or hold pursuant to all of their tangible personal property valid and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, enforceable leases free and clear of any EncumbrancesLiens other than Permitted Exceptions, except for (i) Encumbrances disclosed in all such properties and assets necessary to the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part conduct of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property businesses of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectSubsidiaries.

Real and Personal Property. (a) Neither Section 5.15(a) of the Company nor Selling Companies Disclosure Schedules sets forth a complete and accurate list as of the date of this Agreement of (i) addresses of all real property owned by the Selling Companies or any of its their Subsidiaries (the "Real Property") and (ii) all loans secured by mortgages encumbering the Real Property. The applicable Selling Company or the applicable Subsidiary of the Selling Companies owns fee simple title to all of the Real Property and such Real Property is (A) free and clear of Liens other than Permitted Liens and (B) not subject to any real property easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of interest in title, which prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. (b) The Real Property complies in all material respects with the requirements of all applicable building, zoning, subdivisions, health, safety and other land use Laws (collectively, the "Real Property Regulations"), except where noncompliance would not prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. Except as listed in Section 5.15(b) of the Selling Companies Disclosure Schedule and for any material violation, since January 1, 2003 that has owned not been cured, none of the Selling Companies or any real property. of their Subsidiaries has received notice from any Governmental Authority that it is in material violation of any Law affecting any portion of the Real Property. (c) Section 5.15(c) of the Selling Companies Disclosure Schedule 4.10(a) sets forth a list of all real property leased by the Company Selling Companies or any of its their Subsidiaries as of the date of this Agreement (the "Leased Real Property"). All True and complete copies of all leases relating to Leased Real Property are identified on Section 5.15(c) of the Selling Companies Disclosure Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's Parent and MergerCo's counselMerger Subs. With respect to each Lease listed on Schedule 4.10(a):Lease, except as would not reasonably be expected to prohibit or materially adversely restrict the use of such Leased Real Property as currently used by the Selling Companies and their Subsidiaries: (i) the a Selling Company or a Subsidiary of the CompanySelling Companies, as applicable, have has a valid and enforceable leasehold interests interest to the leasehold estate in the Leased Real Property granted to the such Selling Company or such Subsidiary, as applicable, pursuant to each pertinent LeaseLease free and clear of Liens other than Permitted Liens, subject only to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles the landlord's right of equityreversion under such Leases; (ii) each of said Leases has been duly authorized and executed by the a Selling Company or such SubsidiarySubsidiary of the Selling Companies, as applicable, and is in full force and effect; and; (iii) to none of the Company's knowledge, neither Selling Companies or any of the Company nor such Subsidiary Subsidiaries is in material default under any of said Leases, nor, to the Company's knowledgeKnowledge of the Selling Companies, has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default by the applicable Selling Company or such Subsidiary, as applicable; (iv) to the Knowledge of the Selling Companies, no landlord is in material default under any of said Leases, nor, to the Knowledge of the Selling Companies, has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default by a landlord; and (v) except with respect to the Senior Indebtedness and except as listed in Section 5.15(c) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of their Subsidiaries have assigned, sub-let, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease. (bd) To the Company's knowledge, except Except as set forth on Section 5.15(d) of the Selling Companies Disclosure Schedule 4.10(b) or as specifically disclosed in either the Base Company Balance Sheet or the Fluent Balance Sheet, and except with respect to leased personal property, the Company Selling Companies and each of its their Subsidiaries have has good title to all of their tangible personal property and assets shown on either the Base Company Balance Sheet or the Fluent Balance Sheet or acquired after December 31, 2004 (except for assets which have been disposed of since December 31, 2004 in the date ordinary course of the Base Balance Sheetbusiness consistent with past practice), free and clear of any EncumbrancesLiens other than Permitted Liens. (e) Each of the Selling Companies and their Subsidiaries owns all shares of capital stock and other securities held by it, free and clear of any Liens, except for (i) Encumbrances disclosed in Permitted Liens and to the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which extent such securities are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required pledged in the ordinary course of business in connection consistent with workers' compensation, unemployment insurance and other social security legislation or past practice to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by obligations of the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all Selling Companies or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effecttheir Subsidiaries.

Real and Personal Property. (a) Neither Owned Real Property. Schedule 4.17(a) of the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) Disclosure Schedules sets forth a list the address of all real property leased by the Company or any of its Subsidiaries (the "Leased each Owned Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): Owned Real Property: (i) the Company or a Subsidiary (as the case may be) has good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all Liens as of the CompanyClosing Date, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; except Permitted Liens; (ii) each except as set forth in Schedule 4.17(a) of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledgeDisclosure Schedules, neither the Company nor any Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of Parent and Merger Sub pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) neither the Company nor any Subsidiary is in default under a party to any of said Leases, noragreement or option to purchase any real property or interest therein relating to its business; (v) there is no pending or, to the Knowledge of the Company's knowledge, threatened condemnation proceeding affecting the Owned Real Property or any portion thereof; and (vi) the Company has any event occurred made available to Parent or Merger Sub copies of each deed for each parcel of Owned Real Property and all title insurance materials (including exception documents), surveys, appraisals and similar materials relating to the Owned Real Property, in each case to the extent in the Company’s possession or control. (b) Leased Real Property. Schedule 4.17(b) of the Company Disclosure Schedules sets forth a true and complete list of all leases (each a “Real Property Lease”) of real property (such real property, the “Leased Real Property”) pursuant to which the Company or its Subsidiaries are a tenant as of the date of this Agreement. Except as set forth on Schedule 4.17(b) of the Company Disclosure Schedules, as of the date of this Agreement (i) each Real Property Lease is valid and binding on the Company or its Subsidiaries party thereto, in full force and effect and enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and has not been assigned, modified, supplemented or amended; (ii) neither the Company nor its Subsidiaries, and, to the Knowledge of the Company, none of the other parties thereto, are in breach or default under such Real Property Lease, and, to the Knowledge of the Company, no circumstances or state of facts presently exists which, with the giving of notice or the passage of time, or both, would give rise constitute a breach or default under any Real Property Lease; (iii) to such a default by the Company or such Subsidiary, as applicable. (b) To Knowledge of the Company's knowledge, except as set forth on Schedule 4.10(b) there are no written subleases, concessions or as specifically disclosed in the Base Balance Sheet, and except with respect other contracts granting to leased personal property, any Person other than the Company and each of its Subsidiaries have good title the right to all of their tangible personal property and assets shown on the Base Balance Sheet use or acquired after the date of the Base Balance Sheet, free and clear of occupy any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, Leased Real Property; (iv) Encumbrances consisting to the Knowledge of pledges the Company, there is no pending or deposits required in written threat of condemnation affecting the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation Leased Real Property or to secure liability to insurance carriers, any portion thereof; (v) Encumbrances on any property acquired to the Knowledge of the Company, there are no outstanding options or held by the Company or its Subsidiaries in the ordinary course rights of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) first refusal to purchase all or any part a portion of the cost of acquiring such property, Leased Real Property; and (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company has made available to Parent or Merger Sub true and complete copies of each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectReal Property Lease.

Real and Personal Property. (a) Neither Schedule 4.6(a) lists all real estate currently owned by each Acquired Company (the “Owned Real Property”), including the street address, any tax parcel identification number of each property, and the Acquired Company nor any of its Subsidiaries that owns any real property or has owned any real such property. Schedule 4.10(a) sets forth a list The Acquired Companies have made available to Buyer copies of the deeds and other instruments by which any Acquired Company acquired the Owned Real Property and copies of all title insurance policies, title opinions, abstracts, and surveys in the possession of any Acquired Company relating to the Owned Real Property and, to the extent in the possession of an Acquired Company, copies of documents relating to any Encumbrances relating to the Owned Real Property. (b) Schedule 4.6(b) lists all real property estate currently leased by the any Acquired Company as a lessee, sub-lessee, or any assignee of its Subsidiaries a holder of a leasehold interest (the "“Leased Real Property"” and, together with the Owned Real Property, the “Real Property”), including the address of the premises leased and the Acquired Company that leases the same. All leases relating to Leased Real Property are identified is leased pursuant to valid written leases listed in Schedule 4.16(a). Such leases contain the entire lease agreement between the landlord of each of the leased premises and the Acquired Company. No Acquired Company leases Real Property as a lessor or sub-lessor. Except as set forth on Schedule 4.10(a) (the "Leases") and true and complete copies thereof 4.6(b), there have been provided no notices of default made by any landlord related to any Leased Real Property and there are no unpaid amounts owed by any Acquired Company or made available in guarantor pursuant to any lease of the IntraLinks data room to Parent's Leased Real Property, whether billed or unbilled and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):whether agreed or disputed. (ic) The Owned Real Property and the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold Acquired Companies’ interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed are owned by the Company or such Subsidiaryrespective Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and other than as applicableset forth in Schedule 4.6(c). All buildings, plants, and structures used by any Acquired Company lie wholly within the boundaries of the Real Property in question and do not encroach upon the property of any other Person. To the Knowledge of the Company, no property of, or use by, any Third Party encroaches upon the Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road and said access is sufficient to permit the Acquired Companies to conduct their businesses on the Real Property as presently conducted in the Ordinary Course of Business. Certificates of occupancy are in full force and effect; and effect for each location of Real Property, and the uses thereof being made by the Acquired Companies do not violate any applicable zoning, subdivision or land use Legal Requirement. No Third Party has a right to acquire any interest in the Owned Real Property or in the Acquired Companies’ interests in the Leased Real Property (iii) other than the landlord or its mortgagee or lender, pursuant to the Company's knowledge, neither terms of the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice applicable lease or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicableapplicable Legal Requirements). (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Acquired Companies own all of their tangible personal property and assets shown on reflected as owned in the Base Interim Balance Sheet or acquired after (other than inventory sold since the date Interim Balance Sheet Date in the Ordinary Course of the Base Balance SheetBusiness), free and clear of any all Encumbrances, except for other than Permitted Encumbrances and other than as set forth in Schedule 4.6(d). All the tangible personal property purchased or otherwise acquired by the Acquired Companies since the Interim Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Interim Balance Sheet Date in the Base Balance SheetOrdinary Course of Business) is owned by the Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and as set forth in Schedule 4.6(d). A copy of the fixed asset register of each Acquired Company has been made available to Buyer. (iie) TaxesThe Acquired Companies have good title to, feesa valid leasehold interest in or valid license to use all assets and properties, assessments or other governmental charges which are not delinquent or remain payable without penaltyand shall be in possession of all assets and properties, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising material to conduct the businesses of the Acquired Companies on a stand-alone basis as previously conducted in the ordinary course Ordinary Course of businessBusiness. All assets and properties owned, (iv) Encumbrances consisting of pledges leased or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held used by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title Acquired Companies which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the constitute tangible personal property of the Company and each of its Subsidiaries is are in good working order reasonable condition and repair, ordinary wear and tear excepted, and is suitable and adequate for . No tangible personal property or inventories (other than inventory in transit) are located at any place other than the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectReal Property.

Real and Personal Property. (a) Neither the The TARGET Company nor any of its Subsidiaries owns any real property or has owned does not own any real property. Schedule 4.10(a, (b) sets forth a list of SCHEDULE 3.6(b) lists all real property and Facilities thereon leased by the TARGET Company or any involving annual lease payments in excess of its Subsidiaries [********] (the "Leased Real PropertyREAL PROPERTY") together with a brief description of such real property and any Facilities located thereon. Except as noted on SCHEDULE 3.6(b). All leases relating , (i) the TARGET Company is in possession and has the quiet enjoyment of the space and/or estate under each lease pursuant to Leased which it is a tenant on each Real Property are identified on Schedule 4.10(aand there is no material default by any such entity under any such lease; and (ii) (A) neither Sellers nor the TARGET Company have received any notice that such Real Property is subject to any pending condemnation or similar "Leases"taking" proceeding by any Governmental Body with respect to such Real Property and (B) neither Sellers nor the TARGET Company have received any notice, with respect to any Facilities located thereon, of any violation of any applicable zoning law or regulation (without being a legal nonconforming use or pursuant to zoning variances). (c) SCHEDULE 3.6(c) lists all items of Tangible Personal Property (i) with a gross book value in excess of [********] that are owned by the TARGET Company and true and complete copies thereof have been provided or made available (ii) each item of leased Tangible Personal Property involving annual lease payments in excess of [********] that is leased by the IntraLinks data room to Parent's and MergerCo's counselTARGET Company. With respect to each Lease listed on Schedule 4.10(a): (i) such Tangible Personal Property, the TARGET Company or a Subsidiary of the Company, as applicable, have owns and has good and valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of timetitle to, or bothhas a valid leasehold interest in, would give rise to such a default by the Company or such Subsidiary, as applicable. Tangible Personal Property (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible for personal property and assets shown on the Base Balance Sheet or acquired after the date disposed of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect).

Real and Personal Property. (ai) Neither Set forth on Schedule 4.2(t)(i) of the Company nor TCB Holdings Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by TCB Holdings or the Bank or any of its Subsidiaries owns any real their respective Subsidiaries, including without limitation property or has owned any real property. Schedule 4.10(a) sets forth a list carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by TCB Holdings or the Company Bank or any of its their respective Subsidiaries (the "“Leased Real Property"” and together with the Owned Real Property, collectively, the “TCB Holdings Properties”). All leases relating Except for the TCB Holdings Properties, as of the date of this Agreement, neither TCB Holdings nor the Bank nor any of their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property, other than interests held as a creditor in real property securing Bank Loans. TCB Holdings and the Bank and their respective Subsidiaries have good and marketable title to Leased all of the Owned Real Property are identified (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 and all Liens, except Permitted Liens. Except as set forth on Schedule 4.10(a4.2(t)(i) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the CompanyTCB Holdings Disclosure Memorandum, as applicablenone of the Owned Real Property is leased by TCB Holdings or the Bank or any of their Subsidiaries. To the Knowledge of the TCB Holdings Parties, have valid there are no material unpaid bills or claims for work performed on or at the TCB Holdings Properties other than bills for work that has been performed but which are not yet due and enforceable leasehold interests payable. Each lease pursuant to which TCB Holdings or the leasehold estate in Bank or their respective Subsidiaries lease the Leased Real Property granted to the Company or such Subsidiaryis valid, as applicablebinding, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicableenforceable, and is in full force and effect; and (iii) , and neither TCB Holdings nor the Bank nor any of their respective Subsidiaries, nor to the Company's knowledgeKnowledge of the TCB Holdings Parties any other party to any such lease, neither the Company nor such Subsidiary is in breach or default under or in violation of, in any material respect, any provision of said Leasesany such lease. The TCB Holdings Parties have previously delivered or made available to Reliant a true, norcorrect, and complete copy of each such lease, including all amendments thereto. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, each of the TCB Holdings Properties that is used or held for use by TCB Holdings or the Bank or their respective Subsidiaries in connection with the business or operations of TCB Holdings or the Bank or their respective Subsidiaries (the “TCB Holdings Business Properties”) is in good condition (normal wear and tear excepted), to the Company's knowledgeKnowledge of the TCB Holdings Parties conforms in all material respects with all applicable ordinances, has any event occurred whichregulations, with notice or and zoning and other Laws, and is reasonably considered by the passage TCB Holdings Parties to be adequate for the current business of timethe TCB Holdings Parties and their respective Subsidiaries. To the Knowledge of the TCB Holdings Parties, none of the buildings, structures, or bothother improvements located on any of the TCB Holdings Business Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way, would give rise and none of the buildings, structures, or other improvements located on any parcel adjoining any of the TCB Holdings Business Properties encroaches upon or over any portion of the TCB Holdings Business Properties. Except as set forth on Schedule 4.2(t)(i) of the TCB Holdings Disclosure Memorandum, there are no easements of any kind on, in respect of, or affecting the TCB Holdings Business Properties that materially and adversely affect the rights of the TCB Holdings Parties and their respective Subsidiaries to such a default by use the Company or such Subsidiary, as applicableTCB Holdings Business Properties for the conduct of their business. (bii) To The TCB Holdings Parties and their respective Subsidiaries are entitled to and have exclusive possession of the Company's knowledgeLeased Real Property pursuant to valid and enforceable leases for the Leased Real Property; except as set forth on Schedule 4.2(t)(ii) of the TCB Holdings Disclosure Memorandum, the TCB Holdings Properties are not subject to any other legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes with the TCB Holdings Parties’ or their respective Subsidiaries’ use of the TCB Holdings Properties; and, except as set forth on Schedule 4.10(b4.2(t)(ii) of the TCB Holdings Disclosure Memorandum, there is no Person in possession or occupation of, or who has any current right to possession or occupation of, the TCB Holdings Properties other than the TCB Holdings Parties and their respective Subsidiaries. (iii) Except as specifically disclosed set forth on Schedule 4.2(t)(iii) of the TCB Holdings Disclosure Memorandum, none of the TCB Holdings Properties, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the TCB Holdings Parties have no Knowledge that any of the TCB Holdings Properties, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. To the Knowledge of the TCB Holdings Parties, there are no special, general, or other assessment proceedings affecting the TCB Holdings Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the TCB Holdings Properties as currently used and operated by the TCB Holdings Parties and their respective Subsidiaries. (iv) To the Knowledge of the TCB Holdings Parties, none of the TCB Holdings Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. To the Knowledge of the TCB Holdings Parties, the TCB Holdings Business Properties are appropriately zoned for each of the purposes for which they are being used by the TCB Holdings Parties and their respective Subsidiaries. (v) Except as set forth on Schedule 4.2(t)(v) of the TCB Holdings Disclosure Memorandum, since January 1, 2017, neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by TCB Holdings or the Bank or any of their respective Subsidiaries in the Base Balance Sheetoperation of their business as presently conducted, and except there is no pending or, to the Knowledge of the TCB Holdings Parties, threatened governmental action that would, or would reasonably be expected to, prohibit or materially interfere with respect to leased personal property, such access. All existing utilities provided at the Company TCB Holdings Properties are adequate in all material respects for the TCB Holdings Parties’ and each their respective Subsidiaries’ existing use and operation of its the TCB Holdings Properties. (vi) TCB Holdings and the Bank and their respective Subsidiaries have good and marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheetowned by them, in each case free and clear of any Encumbrancesand all Liens, except for (i) Encumbrances disclosed in Permitted Liens. Each lease pursuant to which TCB Holdings or the Base Balance SheetBank, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of their respective Subsidiaries, leases personal property is valid, binding, enforceable, and in full force and effect, and neither TCB Holdings nor the Bank, nor any of their respective Subsidiaries, nor to the Knowledge of the cost of acquiring TCB Holdings Parties any other party to any such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances is in default under or in breach or violation of record any provision of any such lease, except for defaults, breaches, or imperfections of title which are notviolations that, either individually or in the aggregate, material in character, amount or extent have not had and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company TCB Holdings Material Adverse Effect. The personal property owned or leased by TCB Holdings and the Bank and their respective Subsidiaries is reasonably considered by the TCB Holdings Parties to be in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of TCB Holdings and the Bank and their respective Subsidiaries in the ordinary course consistent with past practice.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a4.6(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a address of all land, buildings, structures, improvements, fixtures, easements and other rights and interests appurtenant thereto, owned by the Operating Companies (other than, in the case of TSG and TSG License Subsidiary as of the Companydate hereof, as applicableany such property used solely in connection with the operation of the NY Station) (the “Owned Real Property”), have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each a true and complete list of said Leases has been duly authorized all leases, subleases, licenses and executed by other occupancy agreements (written or oral) (the Company “Leases”) pursuant to which the Operating Companies hold an interest in or the right to use or occupy, whether as a tenant, subtenant, landlord or sublandlord, any land, buildings, structures, improvements, fixtures or other real property (other than, in the case of TSG and TSG License Subsidiary as of the date hereof, any such Subsidiary, as applicableproperty used solely in connection with the operation of the NY Station) (the “Leased Real Property”), and is all amendments, extensions, renewals, guaranties and other agreements with respect thereto, and the address of each Leased Real Property. Seller has delivered to Purchaser a true and complete copy of each Lease document, and in full force and effect; and (iii) to the Company's knowledge, neither case of any oral Lease a written summary of the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicableterms thereof. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except Each Operating Company (with respect to leased personal property, the items of Owned Real Property identified as being held by such Operating Company on Schedule 4.6(a)) has good and each of its Subsidiaries have good marketable fee simple title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheetsuch Owned Real Property, free and clear of any Encumbrances, except for Permitted Encumbrances. Each Operating Company (iwith respect to the Leased Real Property for which such Operating Company is identified as tenant, subtenant, landlord or sublandlord on Schedule 4.6(a)) Encumbrances disclosed has a valid and subsisting license or leasehold interest in such Leased Real Property, in each case free and clear of any Encumbrances, except for Permitted Encumbrances. (c) No Real Property has been condemned or otherwise taken by any public authority, and no condemnation or taking of any Real Property is, to Seller’s knowledge, threatened or contemplated. (d) No TSG Company has granted any options or entered into any contracts with others for the Base Balance Sheetsale, lease or transfer of any Owned Real Property, and no Person has any right or option to acquire, or right of first refusal with respect to, any Owned Real Property or any portion thereof. (iie) TaxesThe buildings and other improvements used at or in connection with the Owned Real Property do not encroach onto land adjoining any Owned Real Property or onto any easements to such an extent as would materially impair the continued use and operation of the Owned Real Property for the same uses and operations as those conducted at the present time, fees, assessments and such improvements or other governmental charges which are not delinquent the continued use and operation of the Owned Real Property and such improvements for the same uses and operations as those by or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising of the TSG Companies in the ordinary course of business, (iv) Encumbrances consisting consistent with past practice, and the improvements on land adjoining the Owned Real Property do not encroach onto any part of pledges or deposits required in the ordinary course Owned Real Property to such an extent as would materially impair the continued use and operation of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries Owned Real Property in the ordinary course of business, securing indebtedness incurred consistent with past practice. All guy wires, guy anchors, satellite dishes, associated transmission equipment, transmitter buildings, towers, signs, main studio buildings, associated parking lots, and other buildings and other improvements related to or assumed for constituting the purpose of financing (Owned Real Property or refinancing) the Leased Real Property are all located entirely on, and within the boundaries of, the Owned Real Property or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessorLeased Real Property, as lessor or sublessorapplicable, under any lease and any precautionary uniform commercial code financing statements filed under any leaseexcept for such failures to be so located, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are would not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect. (f) Each parcel of Real Property has direct access to and from such parcel of Real Property and publicly dedicated streets, roads or highways and such access is not dependent on any land or other real property interest which is not included in the Real Property. (g) Except as set forth on Schedule 4.6(a), with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the possession and quiet enjoyment of the Leased Real Property under such Lease by the Operating Company that is party thereto is undisturbed as of the date hereof, and to Seller’s knowledge, there are no disputes with respect to such Lease; (iii) no Seller Subsidiary, nor, to the Knowledge of Seller, any other party to such Lease, is in breach or default under 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 breach or default or permit the termination, modification or acceleration of rent under such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (v) no TSG Company does, or will in the future, owe any brokerage commissions or finder’s fees with respect to such Lease; (vi) no other party to such Lease is an affiliate of, or otherwise has an economic interest in, any TSG Company; and (vii) no TSG Company or other party to such Lease has licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. (h) The Real Property comprises all of the real property used or otherwise related to the Business. (i) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, including all telecommunications, computer, wiring and utility installations, included in the Real Property are in operating condition that is sufficient for the purposes for which they are held and have been maintained so as to permit the Business to operate in all material respects in accordance with the FCC Licenses and the Communications Laws. (j) Schedule 4.6(j) hereto contains a true, correct and complete list, as of the date hereof, of all items of Tangible Personal Property owned by TSG and TSG License Subsidiary (other than any Tangible Personal Property used or held for use solely in connection with the operation of the NY Station) and having a fair market value as of the date hereof in excess of $5,000. Except as described in Schedule 4.6(j), taken together, the Operating Companies have good and valid title to the owned Tangible Personal Property that is part of the Station Assets and valid and subsisting leasehold interests in all leased Tangible Personal Property that is part of the Station Assets, in each case, free and clear of any Encumbrances, except for Permitted Encumbrances. Except as set forth in Schedule 4.6(j), all of the Tangible Personal Property that is part of the Station Assets is in operating condition that is sufficient for the purposes for which it is held and has been maintained so as to permit the Business to operate in all material respects in accordance with the FCC Licenses and the Communications Laws.

Real and Personal Property. (a) Neither None of the Company Group Companies owns any, nor any of its Subsidiaries owns any real property or has have ever owned any any, real property. . (b) Schedule 4.10(a3.17(b) sets forth a true, correct and complete list of all real property leased by the each Real Property Lease pursuant to which (i) any Group Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to holds Leased Real Property are identified that is occupied by a Store that is in the top fifty (50) Stores operated by the Group Companies, measured by earnings before interest, taxes, depreciation and amortization (EBITDA) earned at such Store during the trailing 12 month period ending as of November 21, 2020 or (ii) the aggregate annual rental payments equal or exceed $250,000 (each, a “Material Real Property Lease”), and the address of each Leased Real Property that is subject to a Material Real Property Lease. Except as set forth on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): 3.17(b), (i) the Company or a Subsidiary of the Companyeach Material Real Property Lease is legal, as applicable, have valid and enforceable leasehold interests to binding on the leasehold estate in the Leased Real Property granted to the Group Company or such Subsidiaryparty thereto, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and , and enforceable in accordance with its terms (iii) subject to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance SheetRemedies Exception), (ii) Taxesthe Group Company party thereto has a legal, feesvalid, assessments or other governmental charges which are not delinquent or remain payable without penaltyenforceable and existing leasehold interest in all Leased Real Property, subject to no Lien except for Permitted Liens, (iii) carriers'each of the Group Companies, warehousemens'and, mechanics'to the knowledge of the Company, landlords'each of the other parties thereto, materialmens', repairmens' or other similar Encumbrances arising has performed in the ordinary course of businessall material respects all obligations required to be performed by it under each Material Real Property Lease, (iv) Encumbrances consisting no Group Company has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any portion of pledges the Leased Real Property and no Person, other than the Group Companies, uses or deposits required in occupies (or has a right to use or occupy) the ordinary course of business in connection with workers' compensationLeased Real Property or any portion thereof, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on all brokerage commissions and other compensation and fees payable by reason of the Material Real Property Leases have been paid in full. The Company has made available to Purchaser prior to the Signing Date a true and correct copy of all Material Real Property Leases, and none of such Material Real Property Leases has been modified or any property acquired options exercised thereunder, except to the extent that such modifications or held exercises of such options are disclosed by the Company copies made available to Purchaser. (c) All improvements, building systems and fixtures applicable to the Leased Real Property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or its Subsidiaries other material damage that has not been repaired in all material respects. There is no pending or, to the ordinary course knowledge of businessthe Company, securing indebtedness incurred threatened condemnation, eminent domain or assumed for the purpose of financing (or refinancing) similar proceeding affecting all or any part of the cost Leased Real Property and no Group Company has received any written notice thereof. The current use and occupancy of acquiring such propertythe Leased Real Property is in material compliance with all applicable building, zoning, land use and similar laws, ordinances, regulations and orders of Governmental Entities and no Group Company has received written notice of material violation thereof. (vid) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, Except as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth disclosed on Schedule 4.10(b) 3.17(d), the Group Companies collectively own or hold under legal, valid, existing and (ix) Encumbrances of record or imperfections of title which are notenforceable leases all material machinery, individually or equipment and other tangible personal property used in the aggregateOrdinary Course of Business subject to no Lien except for Permitted Liens. The assets and properties held, owned or leased by the Group Companies are adequate, suitable and sufficient for the conduct of their businesses as conducted by the Group Companies during the past twelve (12) months and as currently proposed to be conducted, and all improvements, systems, equipment, machinery and fixtures on the Leased Real Property and all material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use items of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the leased personal property of the Company and each of its Subsidiaries is are in good working order condition and repair, subject to ordinary wear and tear exceptedtear, and is suitable have not suffered any material casualty or other material damage that has not been repaired. (e) Schedule 3.17(e) sets forth a true, correct and adequate for complete list of all Real Property Leases pursuant to which a Group Company has entered into a rent deferral or similar rent relief arrangement with the uses for which it is being used landlord thereunder (or if not currently usedeach, then for its intended use) except as would not reasonably be expected an “Existing Relief Arrangement”), and the Company has delivered to have a Company Material Adverse EffectPurchaser true, correct and complete copies of all documents evidencing any Existing Relief Arrangement.

Real and Personal Property. (a) Neither The Companies and their respective Subsidiaries do not own, and have never owned, any real property. (b) Schedule 4.9(b) is a true, correct and complete list of (i) the address, lessor and lessee for each Leased Real Property and (ii) each Real Property Lease. The Leased Real Property constitutes all of the real property owned, leased, subleased, licensed, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company nor or its Subsidiaries remains liable) by any Company or any of its Subsidiaries owns currently used in the conduct of the Business. (c) There are no parties in possession of the Leased Real Property other than the Companies or any real property of their Subsidiaries, and none of the Real Property Leases have been assigned, subleased or licensed, in whole or in part, nor has owned a right to use or occupy the Leased Real Property (or any real propertyportion thereof) been granted to any Person. The Companies, or one of their Subsidiaries, have a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. (d) Except as set forth in the Real Property Leases, to Sellers’ Knowledge, the conduct of the Business, as currently conducted, on or from the Leased Real Property is permitted in all material respects under any Contracts and all applicable zoning, building and land use Laws. Neither the Companies nor any of their respective Subsidiaries have received written notice that any of the Leased Real Property is subject to any pending suit for condemnation, eminent domain or other taking by any Governmental Entity, and, to the Sellers’ Knowledge, no such condemnation, eminent domain or other taking is threatened in writing. (e) To Sellers’ Knowledge, no Leased Real Property has been materially damaged by fire or other casualty since December 31, 2018. There are no material latent defects or material adverse physical conditions affecting any of the Leased Real Property. All structures and other buildings on the Leased Real Property are in good operating condition and repair in all material respects (normal wear and tear excepted) for the requirements of the conduct of the Business. (f) To Sellers’ Knowledge, there is no fact or condition existing which would result in the termination or material reduction of the current access from any Leased Real Property or to the existing highway and roads that provide access thereto. (g) Schedule 4.10(a4.9(g) sets forth a list of all real material leases of tangible assets and other personal property leased by of the Company Companies and their respective Subsidiaries. The Companies (or any of its Subsidiaries (their respective Subsidiaries, as the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(acase may be) (the "Leases") have good and true and complete copies thereof have been provided valid title to, or made available in the IntraLinks data room to Parent's case of leased tangible assets and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to a valid leasehold interest in, all of their the material tangible assets and other personal property and assets shown that are necessary for the Companies (or any of their respective Subsidiaries, as the case may be) to conduct the Business as conducted on the Base Balance Sheet or acquired after the date of the Base Balance Sheethereof, in each case, free and clear of any all Encumbrances (other than Permitted Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance ). All such material tangible assets and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is are in good working order condition and repairrepair in all material respects, ordinary normal wear and tear excepted. (h) The assets, properties and is suitable rights of the Companies and adequate their respective Subsidiaries include all of the assets, properties and rights used or held for use in the Business and are sufficient for the uses for which it is being used (or if not currently used, then for its intended use) except conduct and operation of the Business following the Closing in substantially the same manner as would not reasonably be expected presently conducted. None of the Excluded Assets are material to have a Company Material Adverse Effectthe operation of the Business.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a5.18(a) sets forth contains a list of all real property leased now owned by each of the Company Acquired Companies, other than easements, licenses or any other rights of its Subsidiaries (way used in connection with gas transmission or distribution and related activities including repair and maintenance. The real property shown on Schedule 5.18(a) is hereinafter referred to, collectively and individually, as the "Leased “Real Property")”. All leases relating to Leased Real Property are identified Except as set forth on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a5.18(a): (i) the Company or a Subsidiary Acquired Companies have good and marketable fee simple title to the Real Property, free and clear of all Liens (other than Permitted Liens), restrictive covenants, declarations and encumbrances; (ii) none of the CompanyAcquired Companies has leased, as applicablegranted or otherwise transferred to any Person the right to access, use or occupy the Real Property or any material portion thereof and the Acquired Companies are in possession of each material piece, parcel or premises of the Real Property; (iii) the Acquired Companies have valid adequate rights of ingress and enforceable leasehold interests egress and access to all necessary utilities with respect to the leasehold estate Real Property; (iv) there are no outstanding options, rights of first offer, rights of first refusal, or similar agreements to purchase, lease, or license the Real Property or any material portion thereof or interest therein; and (v) the buildings, structures and other improvements on the Real Property are, to the Knowledge of Seller, in the Leased Real Property granted aggregate in good operating condition and repair, subject to the Company or such Subsidiaryordinary wear and tear. (b) Schedule 5.18(b) contains a list of all material leases, as applicablerental agreements, licenses, tenancies, subleases and other material occupancy agreements pertaining to real property and interests in real property, including, without limitation, buildings, structures and other improvements, pursuant to which each pertinent Leaseof the Acquired Companies (A) is the lessee, subject to applicable bankruptcytenant, insolvencysublessee, moratorium licensee or sublicensee, or (B) otherwise has access, occupancy or use rights, in both cases of sub-clauses (A) and (B), other than easements, licenses or other similar laws relating rights of way used in connection with gas transmission or distribution and related activities including repair and maintenance (collectively and individually, the “Leased Facilities”). Except as set forth on Schedule 5.18(b): (i) each of the Acquired Companies has the right under valid and existing leases or other written agreements to creditors' rights occupy and general principles use the Leased Facilities for the full term of equitysuch leases or other agreements; (ii) each lease or other agreement relating to the Leased Facilities is a legal, valid and binding agreement of said Leases an Acquired Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights and to general equitable principles, whether considered in a proceeding in equity or at law and, to the Knowledge of Seller, of each other Person that is a party thereto and there is no, and none of the Acquired Companies has been duly authorized and executed received notice of any, material default by the Company Acquired Companies thereunder; (iii) none of the Acquired Companies has subleased, granted or such Subsidiaryotherwise transferred to any Person the right to access, as applicableuse or occupy the Leased Facilities or any portion thereof and the Acquired Companies are in possession of each material piece, parcel, or premises of the Leased Facilities; (iv) the Acquired Companies have adequate rights of ingress and is in full force egress and effectaccess to all necessary utilities with respect to the Leased Facilities; and (iiiv) to the Company's knowledgebuildings, neither structures and other improvements constructed on the Company nor such Subsidiary is in default under any of said LeasesLeased Facilities, norincluding, without limitation, all leasehold improvements, owned or leased by the Acquired Companies at the Leased Facilities, are, to the Company's knowledgeKnowledge of Seller, has any event occurred whichin the aggregate in good operating condition and repair, with notice or the passage of time, or both, would give rise subject to such a default by the Company or such Subsidiary, as applicableordinary wear and tear. (bc) To There is no pending or, to the Knowledge of Seller, threatened condemnation, land use or similar action or proceeding involving or affecting any of the Acquired Companies’ interests in any Real Property or any Leased Facility that would reasonably be expected to be material to any Acquired Company's knowledge, except . (d) Except as set forth on Schedule 4.10(b) or as specifically disclosed 5.18(d), to the Knowledge of Seller, the Acquired Companies own (or, in the Base Balance Sheetcase of leased or licensed assets or properties, and except with respect have a valid right to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancinguse) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto and properties of any kind or affected thereby or which would not otherwise be reasonably likely to have, individually or in nature necessary for the aggregate, a Company Material Adverse Effect. All conduct of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except Business as would not reasonably be expected to have a Company Material Adverse Effectpresently conducted.

Real and Personal Property. (a) Neither Part 3.6(a) lists all real estate owned by each Acquired Company (the “Owned Real Property”), including street address and tax identification number, and the Acquired Company nor any of its Subsidiaries that owns any real property or has owned any real such property. Schedule 4.10(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating Sellers have delivered to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and Buyer true and complete copies thereof have been provided of all deeds, existing title insurance policies and surveys of or made available in pertaining to the IntraLinks data room Real Property and other instruments by which any Acquired Company acquired the Owned Real Property or instruments relating to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):the Owned Real Property. (ib) Part 3.6(b) lists all real estate leased by any Acquired Company as a lessee, sub-lessee, or assignee (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), and the Acquired Company or a Subsidiary that leases the same. All Leased Real Property is leased pursuant to valid written leases listed in Part 3.17(a). Such leases contain the entire agreement between the landlord of each of the leased premises and the Acquired Company, and there is no other Contract between the landlord and any Acquired Company affecting such Leased Real Property. No Acquired Company leases Real Property as applicable, have valid a lessor or sub-lessor. (c) The Owned Real Property and enforceable leasehold the Acquired Companies’ interests to the leasehold estate in the Leased Real Property granted to the Company are owned or such Subsidiaryleased, as applicable, pursuant to each pertinent Leaseby the respective Acquired Companies free and clear of all Encumbrances, subject to applicable bankruptcyvariances, insolvencyor limitations of any nature, moratorium other than Permitted Encumbrances and as set forth in Part 3.6(c). All buildings, plants, and structures owned by any Acquired Company lie wholly within the boundaries of the Real Property in question and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. There are no buildings, structures, fixtures, or other similar laws relating to creditors' rights and general principles improvements permanently situated on an Adjoining Property that encroaches on any part of equity; (ii) each the Real Property. Each parcel of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicableReal Property abuts on, and is has direct vehicular access to, a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Real Property and constituting a part thereof. Certificates of occupancy are in full force and effect; and (iii) to effect for each location of Real Property, and the Company's knowledgeuses thereof being made by the Acquired Companies do not violate any applicable zoning, neither the Company nor such Subsidiary is in default under any of said Leasessubdivision, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of timeland use, or both, would give rise other Legal Requirement. No Third Party (other than any Governmental Authority pursuant to such eminent domain or similar process) has a default by right to acquire any interest in the Company or such Subsidiary, as applicableOwned Real Property. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Acquired Companies own all of their tangible personal property and assets shown on reflected as owned in the Base Interim Balance Sheet or acquired after (other than inventory sold since the date Interim Balance Sheet Date in the Ordinary Course of the Base Balance SheetBusiness), free and clear of any Encumbrances, except for all Encumbrances other than Permitted Encumbrances and as set forth in Part 3.6(d). All the tangible personal property purchased or otherwise acquired by the Acquired Companies since the Interim Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Interim Balance Sheet Date in the Base Balance Sheet, (iiOrdinary Course of Business) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held is owned by the Company or its Subsidiaries in the ordinary course Acquired Companies free and clear of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, other than Permitted Encumbrances and as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectPart 3.6(d).

Real and Personal Property. (a) Neither None of Seller, the Company nor any of its Subsidiaries Acquired Companies or the Associated Companies has owned or now owns any real property or has owned any real property. used for the conduct of the Business. (b) Schedule 4.10(a3.6(b) sets forth a list of lists all real property estate leased by the Company Seller or any of its Subsidiaries Acquired Company as a lessee, sub-lessee or assignee (the "Leased “Real Property"”), including the address of the premises leased and the company that leases the same. All Real Property is leased pursuant to valid written leases listed in Schedule 3.17(a). All Such leases relating to Leased contain the entire agreement between the landlord of each of the leased premises and the tenant, and there is no other Contract between the landlord and the tenant affecting such Real Property. None of Seller or any Acquired Company leases Real Property as a lessor or sub-lessor. Except as set forth in Schedule 3.6(b), Seller’s and the Acquired Companies’ leasehold interests in the Real Property are identified on Schedule 4.10(a) (held by Seller or the "Leases") respective Acquired Company free and true clear of all Encumbrances other than Permitted Encumbrances and complete copies there shall be no interruption in use thereof have been provided by the Business after the Closing. Certificates of occupancy are in full force and effect for each location of Real Property, and the uses thereof being made by the Business do not violate any applicable zoning, subdivision, land use or made available other Legal Requirement. No Third Party has a right to acquire any of Seller’s or any Acquired Company’s leasehold interests in the IntraLinks data room Real Property. To the Knowledge of Seller, there is no existing or proposed plan to Parent's modify or realign any street or highway or any existing or proposed eminent domain Proceeding that would prevent or hinder the continued use after the Closing of any such parcel of Real Property. Each parcel of the Real Property is served by water, gas, electricity, telecommunications, sanitary, sewer and MergerCo's counselother utilities, services and systems sufficient (including as to capacity) to enable the continued operation thereof by Buyer after the Closing. With respect to each Lease listed on Schedule 4.10(a):None of the Real Property is located within a flood plain for flood insurance purposes. (ic) Except as set forth in Schedule 3.6(c), Seller and the Company Acquired Companies own all tangible personal property reflected as owned in the Financial Statements (other than inventory sold since the Balance Sheet Date in the Ordinary Course of Business), free and clear of all Encumbrances other than Permitted Encumbrances, and all such property is physically located on property leased or a Subsidiary of the owned by Seller or an Acquired Company, as applicable, have valid . All the tangible personal property purchased or otherwise acquired by Seller or the Acquired Companies since the Balance Sheet Date (other than inventory acquired and enforceable leasehold interests to sold since the leasehold estate Balance Sheet Date in the Leased Real Property granted to Ordinary Course of Business) is owned by Seller (and included in the Acquired Assets) or by an Acquired Company or such Subsidiaryfree and clear of all Encumbrances, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicablethan Permitted Encumbrances, and is in full force and effect; and (iii) to the physically located on property leased or owned by Seller or an Acquired Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (bd) To Seller has delivered to Buyer a copy of the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company fixed asset register of Seller and each Acquired Company (per location) as of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet Date. Each such register contains a list of the Acquired Assets or acquired fixed assets of the applicable Acquired Company, respectively, as of the Balance Sheet Date. Seller shall deliver to Buyer an updated fixed asset register of Seller and each Acquired Company (per location) as of the Closing Date within 15 days after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectClosing.

Real and Personal Property. (a) Neither The Company owns the real property (the "Owned Real Property") identified on Schedule 2.12(a). With respect to the Owned Real Property, the Company nor has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all liens and encumbrances except Permitted Encumbrances (as defined below). Except as set forth on Schedule 2.12(a), the GT Company has not leased or otherwise granted to any person the right to use or occupy the Owned Real Property or any portion thereof; and other than the right of its Subsidiaries owns Buyer pursuant to this Agreement or as set forth on Schedule 2.12(a), there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. The GT Companies are not a party to any agreement or option to purchase any real property or has interest therein. The Owned Real Property identified on Schedule 2.12(a) comprises all of the real property owned or leased by the GT Companies and used or intended to be used in, or otherwise related to, the GT Companies' business. None of the GT Companies is a lessee of any real property. Schedule 4.10(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b2.12(b) and subject to the Company's obligations under Section 5.9, or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries GT Companies have good title to all of their respective tangible personal property and assets assets, real and personal, shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any mortgage, pledge, lien, deed of trust, option, right of first refusal, security interest, third-party claim, conditional sale agreement, security title, encumbrance or other charge (collectively, "Encumbrances"), except for (i) assets which have been disposed of to nonaffiliated third parties since the date of the Base Balance Sheet in the ordinary course of business consistent with past practices, (ii) Encumbrances disclosed reflected in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to haveotherwise, individually or in the aggregate, have a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable (iv) Encumbrances for current Taxes not yet due and adequate for the uses for which it is being used payable (or if not currently usedcollectively, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect"Permitted Encumbrances").

Real and Personal Property. (a) Neither Schedule 4.17(a) of the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) Disclosure Schedules sets forth a true, correct and complete list of all real estate leases and subleases (collectively, the “Real Property Leases”) and each leased and subleased parcel of real property leased by in which any Seller has a leasehold or subleasehold interest, in each case, relating to, used or held for use in the Company or any conduct of its Subsidiaries the Business, in each case other than the Michigan Real Property (collectively, the "“Leased Real Property"”). All leases relating to Leased Each of the Real Property are identified on Schedule 4.10(a) (the "Leases") Leases is in full force and true effect, and complete copies thereof have been provided such Seller holds a valid and existing leasehold or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to subleasehold interest under each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such SubsidiaryLeases. Each Real Property Lease is legal, as applicablevalid, pursuant to each pertinent Leasebinding, enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting generally the enforcement of creditors' ’ rights and subject to general principles of equity;) and in full force and effect, and neither Seller nor, to the Knowledge of Sellers, any other party to any Real Property Lease, is in breach or default thereof. To the Knowledge of Sellers, no event has occurred that, with notice or lapse of time or both, would constitute a material breach or default under any Real Property Lease or would lead to the termination, modification or acceleration of any Real Property Lease. (iib) Schedule 4.17(b)(i) of the Disclosure Schedules sets forth a true, correct and complete list of the addresses for each parcel of said Leases has been duly authorized real property owned by any Seller relating to, used or held for use in the conduct of the Business, in each case, other than the Michigan Real Property (collectively, with the improvements located thereon, the “Florida Owned Real Property” and, together with the Leased Real Property, the “Real Property”). With respect to each parcel of Florida Owned Real Property, such Seller owns good and executed by marketable fee simple title thereto, free and clear of all Liens, other than Permitted Liens. Schedule 4.17(b)(ii) of the Company Disclosure Schedules sets forth a true, correct and complete list of any lease, sublease, license or similar agreement (any such Subsidiarylease, as applicablesublease, and license or similar agreement, a “Real Property Occupancy Agreement”) that grants to any other Person any right to acquire, lease, use or occupy any Real Property or any portion thereof. Each of the Real Property Occupancy Agreements is in full force and effect; and effect and is legal, valid, binding and enforceable (iii) subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the Company's knowledgeenforcement of creditors’ rights and subject to general principles of equity), and neither the Company nor such Subsidiary is in default under any of said Leases, Seller nor, to the Company's knowledgeKnowledge of Sellers, any other party thereto, is in material breach or default thereof. To the Knowledge of Sellers, no event has any event occurred whichthat, with notice or the passage lapse of time, time or both, would give rise constitute a material breach or default under any Real Property Occupancy Agreement or would lead to the termination, modification or acceleration of any Real Property Occupancy Agreement. (c) With respect to each Real Property: (i) the current use the Florida Owned Real Property and the Leased Real Property and the operation of the Business thereon does not violate in any material respect any instrument of record or Contract affecting such a default by the Company or such SubsidiaryReal Property, as applicable, or any applicable Law; (ii) except (A) for the Real Property Occupancy Agreements and (B) for the Real Property Leases, there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right to use or occupy any portion of such Real Property; and (iii) except pursuant to a Real Property Occupancy Agreement, there are no Persons in possession of such Real Property other than Sellers. (bd) No part of the Florida Owned Real Property (or, to the Knowledge of Sellers, the Leased Real Property) is subject to any building or use restrictions that would restrict or prevent the current use and operation of such Real Property, and the Florida Owned Real Property (and, to the Knowledge of Sellers, the Leased Real Property) is properly and duly zoned for its current use, and such current use is a conforming use. No Governmental Entity having jurisdiction over the Florida Owned Real Property (or, to the Knowledge of Sellers, the Leased Real Property) has issued or, to the Knowledge of Sellers, threatened to issue any notice or Order that adversely affects the use or operation of such Real Property, or requires, as of the Agreement Date or a specified date in the future, any repairs or alterations or additions or improvements thereto, or the payment or deduction of any money, fee, exaction or property. (e) There does not exist any actual or, to the Knowledge of Sellers, threatened or contemplated, condemnation or eminent domain proceedings that affect any Real Property or any part thereof, and neither Seller has received any notice, oral or written, of the intention of any Governmental Entity or other Person to take or use any Real Property or any part thereof. (f) To the Company's knowledgeKnowledge of Sellers, except as set forth on Schedule 4.10(b) there is not any actual or as specifically disclosed in the Base Balance Sheet, and except pending imposition of any assessments for public improvements with respect to leased personal propertythe Florida Owned Real Property or the Leased Real Property, and, to the Knowledge of Sellers, no such improvements have been constructed or planned that would be paid for by means of assessments upon the Florida Owned Real Property or the Leased Real Property. (g) There are no structural or other material defects or damages in or to the Florida Owned Real Property (or, to the Knowledge of Sellers, the Company Leased Real Property), whether latent or otherwise, and each of neither Seller has received any written notice alleging otherwise. All material water, gas, electrical, steam, compressed air, telecommunication, utility, sanitary and storm sewage lines and systems and other similar material systems serving the Real Properties are operational and in working order and are sufficient in all material respects to enable the Real Properties to continue to be used, occupied and operated in the manner currently being used, occupied and operated. (h) Within the past three years, neither the Florida Owned Real Property or the Leased Real Property nor any material part thereof has suffered any material damage by fire or other casualty that has not heretofore been restored in all material respects to its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date original condition. No portion of the Base Balance Sheet, free and clear of Florida Owned Real Property is located in a special flood hazard area as designated by any Encumbrances, except for Governmental Entity. (i) Encumbrances disclosed Neither Seller has received any notice from any insurance company that has issued a policy with respect to the Florida Owned Real Property or the Leased Real Property requesting performance of any structural or other repairs or alterations to such Real Property that have not been completed by Sellers prior to the Agreement. (j) The Florida Owned Real Property is not dependent for its access, operation or utility on any land, building or other improvement not part of such Real Property. (k) Except as stated in Schedule 4.17(b)(ii) of the Base Balance SheetDisclosure Schedules, neither Seller owns or holds, or is obligated under or party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property or any portion thereof or interest therein. (l) The tangible Purchased Assets are (i) in good working condition and repair, (ii) Taxessuitable, fees, assessments or other governmental charges which are not delinquent or remain payable without penaltyadequate and sufficient for the continued conduct of the Business in substantially the same manner as it is currently conducted, (iii) carriers'not obsolete or in need of any material renewal, warehousemens'replacement, mechanics', landlords', materialmens', repairmens' improvement or other similar Encumbrances arising in the ordinary course of business, maintenance and (iv) Encumbrances consisting of pledges located at the Florida Owned Real Property (except for the Michigan Tooling, which is located at the Michigan Real Property). No tangible property owned by any Seller relating to, used or deposits required held for use in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part conduct of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract Business has been relocated from the value or materially interfere with Real Property to the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to haveMichigan Real Property since July 29, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect2017.

Real and Personal Property. (ai) Neither Set forth on Schedule 4.2(t)(i) of the Company nor Foothills Disclosure Memorandum is a true, correct, and complete list (by street address) as of the date of this Agreement of all real property owned by Bancorp or the Bank or any of its Subsidiaries owns any real their respective Subsidiaries, including without limitation property or has owned any real property. Schedule 4.10(a) sets forth a list carried on the books of the Bank as “Other Real Estate Owned” (the “Owned Real Property”), and all real property leased by Bancorp or the Company Bank or any of its their respective Subsidiaries (the "“Leased Real Property"” and together with the Owned Real Property, collectively, the “Foothills Properties”). All leases relating Except for the Foothills Properties, as of the date of this Agreement, neither Bancorp nor the Bank nor any of their respective Subsidiaries holds any interest (fee, leasehold, or otherwise) in any real property. Bancorp and the Bank and their respective Subsidiaries have good and marketable title to Leased all of the Owned Real Property are identified on Schedule 4.10(a) (the "Leases") 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 true clear of any and complete copies thereof all Liens, except Liens for current Taxes and assessments not yet due and payable for which adequate reserves have been provided established. There are no unpaid bills or made available in claims for work performed on or at the IntraLinks data room Foothills Properties other than bills for work that has been performed but which are not yet due and payable. Each lease pursuant to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) which Bancorp or the Company Bank or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in their respective Subsidiaries lease the Leased Real Property granted to the Company or such Subsidiaryis valid, as applicablebinding, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicableenforceable, and is in full force and effect; and, and neither Bancorp nor the Bank nor any of their respective Subsidiaries, nor any other party to any such lease, is in breach or default under or in violation of any provision of any such lease. The Foothills Parties have previously delivered or made available to SmartFinancial a true, correct, and complete copy of each such lease, including all amendments thereto. Each of the Foothills Properties is in good condition (normal wear and tear excepted), conforms with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Foothills Parties to be adequate for the current business of the Foothills Parties and their respective Subsidiaries. None of the buildings, structures, or other improvements located on any of the Foothills Properties encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way and none of the buildings, structures, or other improvements located on any parcel adjoining the Foothills Properties encroaches upon or over any portion of the Foothills Properties. (ii) The Foothills Parties and their respective Subsidiaries are entitled to and have exclusive possession of the Leased Real Property. The Foothills Properties are not subject to any other legally binding lease, tenancy, or license or any legally binding agreement to grant any such lease, tenancy, or license that materially interferes with the Foothills Parties’ or their respective Subsidiaries’ use of the Foothills Properties. There is no Person in possession or occupation of, or who has any current right to possession or occupation of, the Foothills Properties other than the Foothills Parties and their respective Subsidiaries. There are no easements of any kind on, in respect of, or affecting the Foothills Properties that materially and adversely affect the rights of the Foothills Parties and their respective Subsidiaries to use the Foothills Properties for the conduct of their business. (iii) to None of the Company's knowledgeFoothills Properties, neither nor any building, structure, fixture, or improvement thereon, is the Company nor such Subsidiary is in default under subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Foothills Parties have no Knowledge that any of said Leasesthe Foothills Properties, noror any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. There are no special, general, or other assessment proceedings affecting the Foothills Properties which, if as a result of which a special, general, or other assessment were imposed, would materially increase the cost of using and operating the Foothills Properties as currently used and operated by the Foothills Parties and their respective Subsidiaries. (iv) None of the Foothills Properties are located in any special flood hazard area or zone on any official flood hazard map published by the United States Federal Emergency Management Agency or in any wetland area as designated by the United States Army Corps of Engineers, the United States Environmental Protection Agency, or any applicable state or local agency. The Foothills Properties are appropriately zoned for each of the purposes for which they are being used by the Foothills Parties and their respective Subsidiaries. (v) Neither Bancorp nor the Bank, nor any of their respective Subsidiaries, has experienced any material restriction in access to or from public roads or any material restriction in access to any utilities, including without limitation water, sewer, drainage, gas, electric, telephone, cable, and internet, used by Bancorp or the Bank or any of their respective Subsidiaries in the operation of their business as presently conducted; there is no pending or, to the Company's knowledgeKnowledge of the Foothills Parties, has any event occurred threatened governmental action that could prohibit or materially interfere with such access; and, to the Knowledge of the Foothills Parties, no fact or condition exists which, with notice or the passage of timetime or the giving of notice, or both, would give rise to may result in the termination of or material reduction or impairment of such a default by access. All existing utilities provided at the Company or such Subsidiary, as applicableFoothills Properties are adequate in all material respects for the Foothills Parties’ and their respective Subsidiaries’ existing use and operation of the Foothills Properties. (bvi) To Bancorp and the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, Bank and except with respect to leased personal property, the Company and each of its their respective Subsidiaries have good and marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheetowned by them, in each case free and clear of any Encumbrancesand all Liens. Each lease pursuant to which Bancorp or the Bank, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of their respective Subsidiaries, leases personal property is valid, binding, enforceable (subject to the Enforceability Exceptions), and in full force and effect, and neither Bancorp nor the Bank, nor any of their respective Subsidiaries, nor to the Knowledge of the cost of acquiring Foothills Parties any other party to any such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually is in default under or in the aggregate, material in character, amount breach or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use violation of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectany provision of any such lease. All of the The personal property of owned or leased by Bancorp and the Company Bank and each of its their respective Subsidiaries is in good working order and repaircondition, ordinary normal wear and tear excepted, and is suitable and adequate sufficient for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectcarrying on of the business of Bancorp and the Bank and their respective Subsidiaries in the ordinary course consistent with past practice.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned own any real property. . (b) Section 3.9(b) of the Company’s Disclosure Schedule 4.10(a) sets forth a list of lists all real property leased by the any Acquired Company as a lessee, sub-lessee or any of its Subsidiaries assignee (the "“Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided ,” including for each lease or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): other agreement set forth thereon: (i) the street address of the real property subject thereto, (ii) the lessor, lessee and current occupant (if different from lessee) of such real property, (iii) the expiration date of the agreement, (iv) available renewal, extension and purchase options (and the party entitled to exercise such option and date notice of services must be given), (v) monthly and other payments under the agreement (including fixed rent, percentage rent and any amounts otherwise payable under the agreement), (vi) the amount of the security deposit held by the lessor or letter of credit or surety bond held in lieu of a deposit, and (vii) the names under which the Acquired Company leasing such real property has conducted business, entered into contracts or a Subsidiary held itself out to the general public from such location. All Leased Real Property is leased pursuant to valid written leases listed in Section 3.16(a) of the Company’s Disclosure Schedule. Such leases, as applicableamended to date, have valid contain the entire agreement between the landlord of each of the leased premises and enforceable leasehold the applicable Acquired Company, and there is no other Contract between the landlord and any Acquired Company affecting such Leased Real Property. Except as set forth in Section 3.9(b) of the Company’s Disclosure Schedule, no Acquired Company leases real property as a lessor or sublessor. (c) The Acquired Companies’ interests to the leasehold estate in the Leased Real Property granted to are owned by the respective Acquired Companies free and clear of all Liens, variances, or limitations of any nature, other than Permitted Liens and as set forth in Section 3.9(c) of the Company’s Disclosure Schedule. To the actual knowledge of the Sellers, all buildings, plants, and structures owned by any Acquired Company lie wholly within the boundaries of the Leased Real Property in question and do not encroach upon the property of, or such Subsidiaryotherwise conflict with the property rights of, as applicableany other Person. To the actual knowledge of the Sellers, pursuant to each pertinent Leasethere are no buildings, subject to applicable bankruptcystructures, insolvencyfixtures, moratorium or other similar laws relating to creditors' rights and general principles improvements primarily situated on adjoining property that encroach on any part of equity; (ii) the Leased Real Property. To the actual knowledge of the Sellers, each parcel of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicableLeased Real Property abuts on, and is has direct vehicular access to, a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Leased Real Property and constituting a part thereof. To the actual knowledge of the Sellers, certificates of occupancy are in full force and effect; and (iii) to effect for each location of Leased Real Property, and the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default uses thereof being made by the Company Acquired Companies do not violate any applicable zoning, subdivision, land use or other Law. No third party has a right to acquire any interest in the Acquired Companies’ interest in the Leased Real Property. To the actual knowledge of the Sellers, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain Litigation that would result in the taking of all or any part of any parcel of Leased Real Property or that would prevent or hinder the continued use of any such Subsidiary, parcel as applicableused by the Acquired Companies. None of the Leased Real Property is located within a flood plain for flood insurance purposes. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Acquired Companies own all of their tangible personal property and assets shown on reflected as owned in the Base Balance Sheet or acquired after the date of the Base Balance SheetYear-End GAAP Financial Statements, free and clear of any Encumbrancesall Liens, except for (iother than Permitted Liens and as set forth in Section 3.9(d) Encumbrances disclosed in of the Base Balance Sheet, (ii) Taxes, fees, assessments Company’s Disclosure Schedule. All the tangible personal property purchased or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property otherwise acquired or held by the Company or its Subsidiaries Acquired Companies since the Year-End Balance Sheet Date is owned by the Acquired Companies free and clear of all Liens, other than Permitted Liens and as set forth in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancingSection 3.9(d) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use Company’s Disclosure Schedule. A copy of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely fixed asset register of each Acquired Company has been delivered to have, individually or in the aggregate, Buyer. Each such register contains a Company Material Adverse Effect. All complete and correct list of the personal property fixed Assets of the applicable Acquired Company and each as of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectdate specified.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real propertyREAL PROPERTY. Schedule 4.10(aSCHEDULE 2.11(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real PropertyLEASED REAL PROPERTY") and SCHEDULE 2.11(b) sets forth a list of all real property owned by the Company or any of its Subsidiaries (the "OWNED REAL PROPERTY"). All leases relating to Leased Real Property are identified on Schedule 4.10(aSCHEDULE 2.11(a) (the "LeasesLEASES") and true and complete copies thereof have been provided or made available in delivered to the IntraLinks data room to Parent's and MergerCo's counselBuyer. With respect to each Lease listed Lease, except as set forth on Schedule 4.10(aSCHEDULE 2.11(a): (i) the Company or a Subsidiary of the Companysuch Subsidiary, as applicable, have has good, valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to all matters affecting fee title to such Leased Real Property and applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; effect as to the Company's or such Subsidiary's rights and obligations and, to the Company's Knowledge, is in full force and effect as to the rights and obligations of each other party to said Leases; (iii) neither the Company, any Subsidiary nor, to the Company's knowledgeKnowledge, neither the Company nor such Subsidiary any other party to any Lease, is in default default, under any of said Leases, nor, to the Company's knowledgeKnowledge, has any event occurred or does any condition exist which, with notice or the passage of time, or both, would give rise to such a default by the Company, any Subsidiary or any other party; (iv) there are no Persons (other than the Company or such any of its Subsidiaries) in possession of the Leased Real Property, and there are no Contracts granting to any Person other than the Company or any Subsidiary, as applicable, the right of use or occupancy of any portion of the Leased Real Property; and (v) no consent or approval is required with respect to the transactions contemplated by this Agreement from the other parties to any Lease. (b) To With respect to the Company's knowledgeOwned Real Property, except as set forth on Schedule 4.10(bSCHEDULE 2.11(b): (i) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company or any Subsidiary, as applicable, has legal, valid and each of its Subsidiaries have good marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance SheetOwned Real Property, free and clear of any Encumbrancesall encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, Permitted Encumbrances; (ii) Taxesno portion thereof is subject to any pending condemnation Proceeding or Proceeding by any Governmental Authority and, feesto the Company's Knowledge, assessments there is no threatened condemnation or other governmental charges which are not delinquent or remain payable without penalty, Proceeding with respect thereto; (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries Owned Real Property is in good working order operating condition and repair, ordinary repair (normal wear and tear excepted), is, to the Company's Knowledge, free from structural defects, and is suitable and adequate for the uses for which it is being used in the business of the Company and its Subsidiaries; (iv) there are no Contracts to which the Company or if not currently usedany of its Subsidiaries is a party, then for granting to any one or more Persons the right of use or occupancy of any portion of the parcels of the Owned Real Property; and (v) there are no Persons (other than the Company or any of its intended useSubsidiaries) except as would not reasonably be expected to have a Company Material Adverse Effectin possession of any portion of the parcels of the Owned Real Property.

Real and Personal Property. (a) Neither the No Acquired Company nor any of its Subsidiaries owns any real property owns, or has owned ever owned, any real property. . (b) Section 3.9(b) of the Disclosure Schedule 4.10(a) sets forth a list of all Contracts under which any of the Acquired Companies leases, subleases or otherwise occupies or uses any real property leased by the Company or any of its Subsidiaries interest therein and all amendments thereto (each a “Lease” and collectively, the "“Leases”) (such underlying property interests, with all easements and other rights appurtenant to such property, the “Leased Real Property"”). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided The Seller has delivered or made available in the IntraLinks data room to Parent's Buyer true, complete and MergerCo's counsel. correct copies of each Lease. (c) With respect to each Lease listed on Schedule 4.10(a):Leased Real Property: (i) the applicable Acquired Company or has a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests interest to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcyfree and clear of any Encumbrances, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equitythan Permitted Encumbrances; (ii) each of said Leases such Lease listed has been duly authorized and executed by the Company applicable Acquired Company; (iii) none of the Acquired Companies is a sublessor of, or such Subsidiaryhas assigned any lease covering, as applicable, and is in full force and effectany item of Leased Real Property; and (iiiiv) no Acquired Company nor, to the Company's knowledgeSeller’s Knowledge, neither the Company nor such Subsidiary any other party to any Lease, is in material default under any of said the Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (bd) To the Company's knowledge, except Except as set forth on in Section 3.9(d) of the Disclosure Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal propertyInterim Financial Statements, the Company and each of its Subsidiaries Acquired Companies have good title to all of their the tangible personal property and assets shown on the Base Balance Sheet Interim Financial Statements or acquired after the date of the Base Balance SheetInterim Financial Statements, free and clear of any Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”) (i) Encumbrances encumbrances disclosed in the Base Balance SheetInterim Financial Statements, (ii) encumbrances for Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penaltypenalty or are being contested in good faith (and for which, in each case, appropriate reserves have been established in accordance with GAAP), (iii) encumbrances for carriers'’, warehousemens'warehousemen’s, mechanics'’, landlords'’, materialmens'materialmen’s, repairmens' repairmen’s or other similar Encumbrances encumbrances arising in the ordinary course Ordinary Course of businessBusiness, (iv) Encumbrances encumbrances consisting of pledges or deposits required in the ordinary course Ordinary Course of business Business in connection with workers' ’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances encumbrances on any real or tangible property acquired or held by the Company or its Subsidiaries Acquired Companies in the ordinary course Ordinary Course of businessBusiness, securing indebtedness Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such real or tangible property, (vi) Encumbrances encumbrances on real or tangible property securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any real or tangible property lease and any precautionary uniform commercial code financing statements filed under any real or tangible property lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances encumbrances of record or imperfections of title which are not, individually or in the aggregate, not material in charactercharacter with respect only to such real or tangible property, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely thereby, and (ix) non-exclusive Intellectual Property Licenses to have, individually or in the aggregate, a Company Material Adverse Effect. All customers of the personal property Acquired Companies which constitute Standard Form Customer Contracts. (e) The Leased Real Property constitutes all interests of the Company and each Acquired Companies in real property currently used in connection with the respective businesses of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectAcquired Companies.

Real and Personal Property. (a) Neither the Company neither owns nor has ever owned, or is a party to or bound by any of its Subsidiaries owns Contract to acquire, any real property or has owned any real property. Schedule 4.10(aestate. (b) sets forth a list Part 3.6(b) of the Disclosure Letter lists all real property estate leased by the Company as a lessee, sub-lessee, or any of its Subsidiaries assignee (the "“Leased Real Property"”), including a description of the premises leased. All leases relating to Leased Real Property are identified on Schedule 4.10(ais leased pursuant to valid written leases listed in Part 3.17(a) (of the "Leases") Disclosure Letter. Such leases contain the entire agreement between the landlord of each of the leased premises and true Company, and complete copies thereof have been provided there is no other Contract between the landlord and Company affecting such Leased Real Property. Company does not relet any Leased Real Property as a lessor or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):sub-lessor. (ic) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate ’s interest in the Leased Real Property granted to is owned free and clear of all Encumbrances, variances, or limitations of any nature, other than Permitted Encumbrances and as set forth in Part 3.6(c) of the Disclosure Letter. All buildings, plants, and structures owned by Company lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property of, or such Subsidiaryotherwise conflict with the property rights of, as applicableany other Person. There are no buildings, pursuant to each pertinent Leasestructures, subject to applicable bankruptcyfixtures, insolvency, moratorium or other similar laws relating to creditors' rights and general principles improvements primarily situated on adjoining property that encroach on any part of equity; (ii) each the Leased Real Property. Certificates of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is occupancy are in full force and effect; and (iii) to effect for the Leased Real Property, and Company's knowledge’s use thereof does not violate any applicable zoning, neither the Company nor such Subsidiary is in default under any of said Leasessubdivision, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of timeland use, or both, would give rise other Legal Requirement. No Third Party has a right to such a default by acquire any interest in Company’s interests in the Company or such Subsidiary, as applicableLeased Real Property. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to owns all of their tangible personal property and assets shown on reflected as owned in the Base Interim Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any all Encumbrances, except for other than Permitted Encumbrances and as set forth in Part 3.6(d) of the Disclosure Letter. All the tangible personal property purchased or otherwise acquired by Company since the Interim Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Interim Balance Sheet Date in the Base Balance SheetOrdinary Course of Business) is owned by Company free and clear of all Encumbrances, (iiother than Permitted Encumbrances and as set forth in Part 3.6(d) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use Disclosure Letter. A copy of the fixed asset register of Company has been delivered to Buyer, and it contains a complete and correct list of Company’s fixed assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All as of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectdate specified.

Real and Personal Property. (a) Neither Section 5.15(a) of the Company nor Selling Companies Disclosure Schedules sets forth a complete and accurate list as of the date of this Agreement of (i) addresses of all real property owned by the Selling Companies or any of its their Subsidiaries (the “Real Property”) and (ii) all loans secured by mortgages encumbering the Real Property. The applicable Selling Company or the applicable Subsidiary of the Selling Companies owns fee simple title to all of the Real Property and such Real Property is (A) free and clear of Liens other than Permitted Liens and (B) not subject to any real property easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of interest in title, which prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. (b) The Real Property complies in all material respects with the requirements of all applicable building, zoning, subdivisions, health, safety and other land use Laws (collectively, the “Real Property Regulations”), except where noncompliance would not prohibit or materially adversely restrict the use of such Real Property as currently used by the Selling Companies or their Subsidiaries. Except as listed in Section 5.15(b) of the Selling Companies Disclosure Schedule and for any material violation, since January 1, 2003 that has owned not been cured, none of the Selling Companies or any real property. of their Subsidiaries has received notice from any Governmental Authority that it is in material violation of any Law affecting any portion of the Real Property. (c) Section 5.15(c) of the Selling Companies Disclosure Schedule 4.10(a) sets forth a list of all real property leased by the Company Selling Companies or any of its their Subsidiaries as of the date of this Agreement (the "“Leased Real Property"”). All True and complete copies of all leases relating to Leased Real Property are identified on Section 5.15(c) of the Selling Companies Disclosure Schedule 4.10(a) (the "“Leases"”) and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's Parent and MergerCo's counselMerger Subs. With respect to each Lease listed on Schedule 4.10(a):Lease, except as would not reasonably be expected to prohibit or materially adversely restrict the use of such Leased Real Property as currently used by the Selling Companies and their Subsidiaries: (i) the a Selling Company or a Subsidiary of the CompanySelling Companies, as applicable, have has a valid and enforceable leasehold interests interest to the leasehold estate in the Leased Real Property granted to the such Selling Company or such Subsidiary, as applicable, pursuant to each pertinent LeaseLease free and clear of Liens other than Permitted Liens, subject only to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles the landlord’s right of equityreversion under such Leases; (ii) each of said Leases has been duly authorized and executed by the a Selling Company or such SubsidiarySubsidiary of the Selling Companies, as applicable, and is in full force and effect; and; (iii) to none of the Company's knowledge, neither Selling Companies or any of the Company nor such Subsidiary Subsidiaries is in material default under any of said Leases, nor, to the Company's knowledgeKnowledge of the Selling Companies, has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default by the applicable Selling Company or such Subsidiary, as applicable; (iv) to the Knowledge of the Selling Companies, no landlord is in material default under any of said Leases, nor, to the Knowledge of the Selling Companies, has any event occurred which, with notice or the passage of time, or both, would give rise to such a material default by a landlord; and (v) except with respect to the Senior Indebtedness and except as listed in Section 5.15(c) of the Selling Companies Disclosure Schedule, none of the Selling Companies or any of their Subsidiaries have assigned, sub-let, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease. (bd) To the Company's knowledge, except Except as set forth on Section 5.15(d) of the Selling Companies Disclosure Schedule 4.10(b) or as specifically disclosed in either the Base Company Balance Sheet or the Fluent Balance Sheet, and except with respect to leased personal property, the Company Selling Companies and each of its their Subsidiaries have has good title to all of their tangible personal property and assets shown on either the Base Company Balance Sheet or the Fluent Balance Sheet or acquired after December 31, 2004 (except for assets which have been disposed of since December 31, 2004 in the date ordinary course of the Base Balance Sheetbusiness consistent with past practice), free and clear of any EncumbrancesLiens other than Permitted Liens. (e) Each of the Selling Companies and their Subsidiaries owns all shares of capital stock and other securities held by it, free and clear of any Liens, except for (i) Encumbrances disclosed in Permitted Liens and to the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which extent such securities are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required pledged in the ordinary course of business in connection consistent with workers' compensation, unemployment insurance and other social security legislation or past practice to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by obligations of the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all Selling Companies or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effecttheir Subsidiaries.

Real and Personal Property. (a) Neither Schedule 7.6(a) lists all real estate owned (the “Owned Real Property”), by each FFIN Company, including the legal description, street address, any tax parcel identification number of each property, and the name of the FFIN Company nor any of its Subsidiaries that owns any real property or has owned any real such property. Schedule 4.10(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted Shareholder has delivered to the Company copies of the deeds and other instruments by which any FFIN Company acquired the Owned Real Property and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Shareholder or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws any FFIN Company relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicableOwned Real Property. (b) To Schedule 7.6(b) lists all real estate leased as a lessee, sublessee, or assignee (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”), by any FFIN Company's knowledge, except including a description of the premises leased and the name of the FFIN Company that leases the same. All FFIN Company Leased Real Property is leased pursuant to valid written leases listed in Schedule 7.17(a). Such leases contain the entire agreement between the landlord of each of the leased premises and the FFIN Company, and there is no other Contract between the landlord and any FFIN Company affecting such Leased Real Property. No FFIN Company leases Real Property as set forth on Schedule 4.10(ba lessor or sublessor. (c) or as specifically disclosed The Owned Real Property and the interests in the Base Balance Sheet, and except with respect to leased personal property, FFIN Company Leased Real Property are held by the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheetrespective FFIN Companies, free and clear of any all Encumbrances, except variances, or limitations of any nature, other than Permitted Encumbrances set forth in Schedule 7.6(c). All buildings, plants, and structures owned by any FFIN Company lie wholly within the boundaries of the Real Property in question and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. There are no buildings, structures, fixtures, or other improvements primarily situated on adjoining property that encroach on any part of the Real Property. Each parcel of 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 such Real Property and constituting a part thereof. Certificates of occupancy are in full force and effect for (i) Encumbrances disclosed each location of Real Property, and the uses thereof being made by the FFIN Companies do not violate any applicable zoning, subdivision, land use, or other Legal Requirement. No Third Party has a right to acquire any interest in the Base Balance Sheet, (ii) Taxes, fees, assessments Owned Real Property or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required interests in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation FFIN Company Leased Real Property. There is no existing or proposed plan to secure liability to insurance carriers, (v) Encumbrances on modify or realign any property acquired street or held by the Company highway or its Subsidiaries any existing or proposed eminent domain proceeding that would result in the ordinary course taking of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of any parcel of Real Property or that would prevent or hinder the cost continued use of acquiring any such propertyparcel as used by the FFIN Companies. None of the Real Property is located within a flood plain for flood insurance purposes. (d) The FFIN Companies own all tangible personal property reflected as owned in the balance sheet of the Interim Financial Statements (other than inventory sold since the date of the Interim Financial Statements in the Ordinary Course of Business), (vi) Encumbrances securing capital lease obligationsfree and clear of all Encumbrances, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) other than Permitted Encumbrances set forth on in Schedule 4.10(b) 7.6(c). All the tangible personal property purchased or otherwise acquired by the FFIN Companies since the date of the Interim Financial Statements (other than inventory acquired and (ix) Encumbrances sold since the date of record or imperfections of title which are not, individually or the Interim Financial Statements in the aggregateOrdinary Course of Business) is owned by the FFIN Companies, material free and clear of all Encumbrances, other than Permitted Encumbrances as set forth in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use Schedule 7.6(c). A copy of the assets subject thereto or affected thereby or fixed asset register of each FFIN Company has been delivered to the Company, which would not otherwise be reasonably likely to have, individually or in the aggregate, contains a Company Material Adverse Effect. All complete and correct list of the personal property fixed assets of the applicable FFIN Company and each as of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectdate specified.

Real and Personal Property. (a) Neither the The Company nor any of its Subsidiaries owns any real property or has owned does not own any real property. Schedule 4.10(a) sets forth The Company has delivered to Buyer a list correct and complete copy of the Lease, including amendments, waivers, or other changes thereto, for the Leased Property. The Lease comprises all real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All interests and leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available agreements related thereto used in the IntraLinks data room to Parent's and MergerCo's counselconduct of the Business as currently conducted. With respect to each Lease listed on Schedule 4.10(a): the Lease: (i) all leased buildings and improvements and all leased fixtures are held under the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; ; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and Lease is in full force and effecteffect and a valid instrument enforceable against each party thereto, in each case in accordance with its terms; and (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to the Company's knowledge, neither Lease have been paid in full; (iv) there is no existing default under the Company nor such Subsidiary Lease; (v) no party has received any notice that the other party is in default under the Lease; (vi) no party other than the lessee and the identified lessor have any of said Leases, nor, interest in the Leased Property; and (vii) no Consent is required to be obtained pursuant to the Company's knowledgeLease in connection with the consummation of the Contemplated Transactions. Except for the Lease, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company has not entered into any leases or such Subsidiarysubleases or granted any rights of first refusal, as applicablerights of reverter, options to purchase or rights of occupancy with respect to the Leased Property. All of the buildings, material fixtures and other improvements, and building systems situated within the Leased Property are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. (b) To the Company's knowledgeThe Company has good and valid title to, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal propertya valid leasehold interest in, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown used by it or located on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, Leased Property free and clear of any Encumbrances, all Liens except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance such Liens as shall be fully released and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part cancelled as of the cost of acquiring such property, Closing Date. (vic) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is Company’s tangible assets have been properly maintained, are in good working order operating condition and repair, ordinary wear and tear excepted, and is suitable are usable in the Ordinary Course of Business. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and adequate other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the uses for which it is being used (or if not continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectconducted.

Real and Personal Property. (a) Neither Seller or one or more of the Company nor Other Sellers has, or at the Closing will have, and Purchaser will at the Closing acquire, good and valid title to the Purchased Assets, free and clear of all Liens, except Permitted Liens and Liens arising out of any actions of Purchaser and its Subsidiaries owns Subsidiaries. (b) Except as set forth on Schedule 4.4(b), none of the Purchased Assets or Assumed Liabilities has been treated by Seller as property or an obligation of Seller that is escheatable to any Governmental Authority as of the date hereof. (c) Section 4.4(b) of the Disclosure Letter contains a list of the real property owned, leased, subleased or has owned any real property. Schedule 4.10(alicensed by Seller or the Other Sellers and necessary for the operation of the Business (the “Real Property”). (d) sets forth Section 4.4(d) of the Disclosure Letter contains a list of all real property leased by (i) Real Property to be subleased to Purchaser and (ii) Leases to be assigned to Purchaser, all in accordance with ARTICLE II (collectively, the Company or any of its Subsidiaries (the "Leased “Subleased Real Property"”), and a description of the portion thereof to be subleased to Purchaser and the nature of such sublease or assignment. All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true True and complete copies thereof of each Lease relating to each Subleased Real Property have been provided delivered to Purchaser or its counsel or made available to Purchaser and its counsel in the IntraLinks data room which was open for inspection by Purchaser, its representatives and advisors prior to Parent's the date hereof (a copy of the complete data room index is appended as Appendix 1 to the Disclosure Letter), and MergerCo's counselall such Leases are listed in Section 4.4(d) of the Disclosure Letter. With None of Seller or the Other Sellers has received a written notice from any Landlord of any default (or condition or event which, after notice or lapse of time or both, would constitute a default) under any such Lease relating to the Subleased Real Property. Each of the Leases with respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Subleased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; andeffect and is valid, binding and enforceable in accordance with its respective terms except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (iiie) Seller and its Subsidiaries party to the Company's knowledge, neither the Company nor Leases have performed all material obligations required to be performed by them to date under such Subsidiary is in default under any of said Leases, norand are not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the Company's knowledgeknowledge of Seller, has any event occurred which, no other party to such Leases is (with notice or without the lapse of time or the passage giving of timenotice, or both) in material breach or material default thereunder. Except pursuant to documentation delivered, would give rise or made available, to Purchaser or its counsel, Seller and the Other Sellers have not assigned their interest under such Leases, or entered into any subleases for all or a default by part of the Company or such Subsidiaryspace demised thereby, as applicableto any third party. (bf) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with With respect to leased personal propertythe Subleased Real Property, the Company plants, buildings and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for other structures (i) Encumbrances disclosed in the Base Balance Sheethave no material defects, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, in good operating condition and repair (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in giving due account to the ordinary course age and length of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repairsame), ordinary wear and tear excepted, and is (iii) are suitable and adequate for use in connection with the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectBusiness.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) SCHEDULE 3.9 sets forth a list of all real estate in which any Acquired Company has a fee interest (such real estate owned in fee by any Acquired Company is herein referred to as the "OWNED PROPERTY") and all real property leased by any of the Acquired Companies (such real property leased by the Acquired Companies is herein referred to as the "LEASED PROPERTY"). (b) Each Acquired Company or any has good, marketable, insurable (and only with respect to the Owned Property located in the United States, indefeasible), fee simple title to the Owned Property owned by it and, assuming good title in the landlord, each of its Subsidiaries the Acquired Companies holds a valid leasehold interest in the Leased Property leased by such Acquired Company (the Owned Property and the Leased Property being sometimes referred to collectively herein as the "Leased REAL PROPERTY"), in each case free and clear of all Liens, assessments or restrictions (including, without limitation, inchoate liens arising out of the provision of labor, services or materials to any such Real Property")) except for (i) Liens listed or described on SCHEDULE 3.9, or (ii) Permitted Liens. All leases relating Except as set forth on SCHEDULE 3.9, the Real Property constitutes all real properties currently used or occupied by the Acquired Companies in connection with the Business. No representation or warranty is made regarding the status of the fee title (and any matters pertaining to such fee title) of any Leased Property; it being understood and agreed that the provisions of this SECTION 3.9, as they relate to Leased Real Property are identified on Schedule 4.10(aProperty, pertain only to the leasehold interest of the Acquired Company. (c) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed the Owned Property or Leased Property, as applicable, except as reflected on Schedule 4.10(a):SCHEDULE 3.9: (i) The Acquired Companies are in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are reasonably necessary to conduct the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equityBusiness thereon; (ii) each No portion thereof is subject to any pending condemnation proceeding or other proceeding by any public or quasi-public authority materially adverse to the Owned Property or, to the Acquired Companies' Knowledge, the Leased Property, and, to the Acquired Companies' Knowledge, there is no Threatened condemnation or other proceeding with respect thereto materially adverse to the Real Property; (iii) No Acquired Company is a party to any written or oral agreements or undertakings with owners or users of said Leases properties adjacent to any facility located on any parcel of the Real Property relating to the use, operation or maintenance of such facility or any adjacent real property which would reasonably be expected to have a Material Adverse Effect; (iv) No Acquired Company is a lessor under or otherwise a party to any lease, sublease, license, concession or other agreement, whether written or oral, pursuant to which any of the Acquired Companies has been duly authorized and executed granted to any Person the right to use or occupy all or any portion of the Real Property; (v) No Acquired Company has received any written notice of default under any Real Property lease during the twelve (12) months prior to the date hereof that would reasonably be expected to have a Material Adverse Effect on the use of the Real Property covered by the such Lease; (vi) No Acquired Company is a party to any agreement pursuant to which any Acquired Company has granted to a third party a purchase option or such Subsidiary, as applicable, and is in full force and effectright of first refusal to purchase any Owned Property or any portion thereof or interest therein; and (iiivii) to Each Acquired Company enjoys peaceful and undisturbed possession in all material respects of the Company's knowledgeReal Property. No instrument of record, neither easement, license, use restriction, grant or applicable zoning, building or urban redevelopment Law or other impediment of any kind affecting the Company nor such Subsidiary is in default under any of said Leases, norOwned Property and, to the Acquired Companies' Knowledge, affecting the Leased Property, prohibits or materially limits, impairs or interferes with, the operation of any Acquired Company's knowledge, has any event occurred which, business in the ordinary course consistent with notice or past practice at the passage of timeapplicable Real Property, or both, would give rise to such a default by materially affects the Company or such Subsidiary, as applicablevalue of the Owned Property. (bd) To All of the Company's knowledgeAcquired Companies have good and marketable title to or leasehold interest in and have the legal and valid right to use all of the material properties and material assets, except as set forth on Schedule 4.10(b) tangible or as specifically disclosed in the Base Balance Sheetintangible, including, without limitation, all equipment, fixtures, inventory and except with respect to leased personal property, necessary for the Company and each of its Subsidiaries have good title to all conduct of their tangible personal property business (such properties and assets shown on being the Base Balance Sheet or acquired after the date of the Base Balance Sheet"ASSETS"), free and clear of any Encumbrancesall Liens, except for Permitted Liens. The Assets (i) Encumbrances disclosed are in the Base Balance Sheetgood condition and repair, except for ordinary wear and tear, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being they are used and to carry on the Business and (or if not currently used, then for its intended useiii) except as would not reasonably be expected comply in all material respects with the terms and conditions of all Contracts relating to have a Company Material Adverse Effectthe Assets.

Real and Personal Property. (a) Neither None of the Company Group Companies owns any, nor any of its Subsidiaries owns any real property or has have ever owned any any, real property. . (b) Schedule 4.10(a3.17(b) sets forth a true, correct and complete list of all real property leased by the each Real Property Lease pursuant to which (i) any Group Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to holds Leased Real Property are identified that is occupied by a Store that is in the top fifty (50) Stores operated by the Group Companies, measured by earnings before interest, taxes, depreciation and amortization (EBITDA) earned at such Store during the trailing 12 month period ending as of November 21, 2020 or (ii) the aggregate annual rental payments equal or exceed $250,000 (each, a “Material Real Property Lease”), and the address of each Leased Real Property that is subject to a Material Real Property Lease. Except as set forth on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): ‎3.17(b), (i) the Company or a Subsidiary of the Companyeach Material Real Property Lease is legal, as applicable, have valid and enforceable leasehold interests to binding on the leasehold estate in the Leased Real Property granted to the Group Company or such Subsidiaryparty thereto, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and , and enforceable in accordance with its terms (iii) subject to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance SheetRemedies Exception), (ii) Taxesthe Group Company party thereto has a legal, feesvalid, assessments or other governmental charges which are not delinquent or remain payable without penaltyenforceable and existing leasehold interest in all Leased Real Property, subject to no Lien except for Permitted Liens, (iii) carriers'each of the Group Companies, warehousemens'and, mechanics'to the knowledge of the Company, landlords'each of the other parties thereto, materialmens', repairmens' or other similar Encumbrances arising has performed in the ordinary course of businessall material respects all obligations required to be performed by it under each Material Real Property Lease, (iv) Encumbrances consisting no Group Company has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any portion of pledges the Leased Real Property and no Person, other than the Group Companies, uses or deposits required in occupies (or has a right to use or occupy) the ordinary course of business in connection with workers' compensationLeased Real Property or any portion thereof, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on all brokerage commissions and other compensation and fees payable by reason of the Material Real Property Leases have been paid in full. The Company has made available to Purchaser prior to the date hereof a true and correct copy of all Material Real Property Leases, and none of such Material Real Property Leases has been modified or any property acquired options exercised thereunder, except to the extent that such modifications or held exercises of such options are disclosed by the Company copies made available to Purchaser. (c) All improvements, building systems and fixtures applicable to the Leased Real Property are in good condition and repair, subject to ordinary wear and tear, and have not suffered any material casualty or its Subsidiaries other material damage that has not been repaired in all material respects. There is no pending or, to the ordinary course knowledge of businessthe Company, securing indebtedness incurred threatened condemnation, eminent domain or assumed for the purpose of financing (or refinancing) similar proceeding affecting all or any part of the cost Leased Real Property and no Group Company has received any written notice thereof. The current use and occupancy of acquiring such propertythe Leased Real Property is in material compliance with all applicable building, zoning, land use and similar laws, ordinances, regulations and orders of Governmental Entities and no Group Company has received written notice of material violation thereof. (vid) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, Except as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth disclosed on Schedule 4.10(b) 3.17(d), the Group Companies collectively own or hold under legal, valid, existing and (ix) Encumbrances of record or imperfections of title which are notenforceable leases all material machinery, individually or equipment and other tangible personal property used in the aggregateOrdinary Course of Business subject to no Lien except for Permitted Liens. The assets and properties held, owned or leased by the Group Companies are adequate, suitable and sufficient for the conduct of their businesses as conducted by the Group Companies during the past twelve (12) months and as currently proposed to be conducted, and all improvements, systems, equipment, machinery and fixtures on the Leased Real Property and all material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use items of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the leased personal property of the Company and each of its Subsidiaries is are in good working order condition and repair, subject to ordinary wear and tear exceptedtear, and is suitable have not suffered any material casualty or other material damage that has not been repaired. (e) Schedule 3.17(e) sets forth a true, correct and adequate for complete list of all Real Property Leases pursuant to which a Group Company has entered into a rent deferral or similar rent relief arrangement with the uses for which it is being used landlord thereunder (or if not currently usedeach, then for its intended use) except as would not reasonably be expected an “Existing Relief Arrangement”), and the Company has delivered to have a Company Material Adverse EffectPurchaser true, correct and complete copies of all documents evidencing any Existing Relief Arrangement.

Real and Personal Property. (a) Neither On the Company nor any Closing Date, Seller shall sell, convey, and assign to Buyer all of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) sets forth a list of all real property leased by the Company or any of its Subsidiaries (Seller's right, title, and interest in and to the "Leased Real Property"). All leases relating to Leased Covina Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room Assets. Through the Escrow, Seller shall cause a Quitclaim Deed, and a bi▇▇ ▇f sale of such property in the form of Exhibit A, to Parent's be delivered to Buyer on the Closing Date effecting such transfer. Seller shall also repair any significant defects, including graffiti, leaking roofs, water damage, rotten wood, damaged pavement, and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the CompanyHVAC and other mechanical problems, as applicable, have valid and enforceable leasehold interests prior to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicableClosing. (b) To Within fifteen (15) days following the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in date of this Agreement Seller shall have delivered to Buyer an updated schedule of the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on situated at the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for Covina Branch which schedule ("Schedule 1") shall (i) Encumbrances disclosed in identify each item of such personal property with reasonable particularity, giving the Base Balance Sheetdepreciated book value of such item on Seller's books and describing any security interests therein or other lien thereon, and (ii) Taxes, fees, assessments identify and exclude those assets which Seller considers to be proprietary or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or value only to secure liability Seller. Buyer shall be entitled to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part conduct a walk-through inspection of the cost Covina Branch (accompanied by Seller) within forty-five (45) days after receipt of acquiring Schedule 1 to inspect such property. In the event that any such property as reported on Schedule 1 is missing, (vi) Encumbrances securing capital lease obligationsmalfunctioning or in a deteriorated condition, (vii) any interest or title Buyer may elect to exclude the property from the transfer under this Agreement. In addition, Buyer may exclude the listed assets which, in Buyer's good faith judgment, are of a lessor or sublessorvalue only to Seller, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract such excluded assets shall be excluded from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise Fixed Assets to be reasonably likely transferred pursuant to have, individually or in the aggregate, a Company Material Adverse Effectthis Agreement. All of Seller hereby agrees that the personal property of to be delivered on the Company and each of its Subsidiaries is in good working order and repair, ordinary Closing Date shall be substantially the same (other than normal wear and tear excepted, and is suitable and adequate for tear) as the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably personal property listed on Schedule 1 to be expected to have a Company Material Adverse Effectapproved by Buyer in accordance with the provisions hereof.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned Seller does not own any real property. Schedule 4.10(a) sets forth The Seller Parties have delivered to Buyer a list correct and complete copy of each lease (or a summary of the material terms of the lease, if oral), including amendments, waivers, or other changes thereto, relating to the Leased Property (each, a “Lease,” and collectively, the “Leases”). The Leased Property and the Leases comprise all leased real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") interests and true and complete copies thereof have been provided or made available Contracts related thereto used in the IntraLinks data room to Parent's and MergerCo's counselconduct of the Business as currently conducted. With respect to each Lease listed on Schedule 4.10(a): Lease: (i) the Company or a Subsidiary of the Company, as applicable, have valid all leased buildings and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or improvements and all leased fixtures are held under such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and Lease is in full force and effect; effect and a valid instrument enforceable against Seller, and , to Seller’s Knowledge, the other party thereto, in each case in accordance with its terms, (iii) all rents, required deposits, additional rent and payments due as of the Closing Date pursuant to such Lease have been paid in full, (iv) there is no existing default by Seller, or, to Seller’s Knowledge, by the Company's knowledgelessor under such Lease, neither the Company nor such Subsidiary (v) Seller has not received any notice that it is in default under such Lease, (vi) no party other than Seller and the identified lessor have any of said Leasesinterest in the Leased Property, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. and (bvii) To the Company's knowledge, except as set forth on Schedule 4.10(b) 5.3, no Consent is required to be obtained by Seller pursuant to any Lease in connection with the consummation of the Contemplated Transactions. Except for the Leases, Seller has not entered into any leases or as specifically disclosed in the Base Balance Sheetsubleases or granted any rights of first refusal, and except rights of reverter, options to purchase or rights of occupancy with respect to leased the Leased Property. The Leased Property is validly zoned for its current use and occupancy by Seller under the applicable zoning codes and urban renewal plans, and Seller’s current use of the Leased Property is in compliance therewith. There are no pending or threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Property. All of the buildings, material fixtures and other improvements and building systems situated within the Leased Property are in good operating condition, reasonable wear and tear excepted, and have been maintained in the Ordinary Course of Business. Seller has adequate rights of ingress into and egress out of the Leased Property. (b) Seller has good and valid title to, or a valid leasehold interest in, the Purchased Assets constituting personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date and, upon consummation of the Base Balance SheetContemplated Transactions, Buyer will acquire the Purchased Assets, free and clear of any Encumbrances, except for all Liens. (ic) Encumbrances disclosed in Seller owns or has the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or right to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) use all or any part of the cost of acquiring such propertyPurchased Assets, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use Purchased Assets constitute all of the rights, property and assets subject thereto or affected thereby or which would not otherwise necessary to conduct the Business as currently conducted and as contemplated to be reasonably likely to haveconducted, individually or in the aggregate, a Company Material Adverse Effect. All and none of the personal property of Excluded Assets are material to the Company and each of its Subsidiaries is Business. The Purchased Assets have been properly maintained, are free from material defect, are in good working order operating condition and repair, ordinary wear and tear excepted, and is suitable are usable in the Ordinary Course of Business. The tangible assets used in the operation of the Business are located at the Leased Property. Schedule 5.25(c) sets forth each item of the tangible personal property and adequate assets used in the operation of the Business for which the replacement value exceeds $10,000 and each capital expenditure commitment of Seller for the uses 2020 fiscal year, and any outstanding balance of each such commitment. No Seller Party has made any other Contract for which it is being used the sale, lease or transfer of all or any part of the Purchased Assets (or if not currently used, then except for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectsales of inventory in the Ordinary Course of Business).

Real and Personal Property. Selling Group shall have delivered to the Purchaser: (a) Neither the Company nor any Assignment and Bill ▇▇ Sale assigning to Purchaser all of its Subsidiaries owns any real property or has owned any real property. Schedule 4.10(a) sets forth a list of Selling Group's right, title and interest in and to the Existing Contracts, Intellectual Property and all real property leased by other agreements and instruments constituting the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary Assets, dated as of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equityClosing Date; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledgeAssumption Agreement; (c) an assignment of lease, except dated as set forth on Schedule 4.10(b) or as specifically disclosed in of the Base Balance SheetClosing Date, and except with respect to leased personal propertyeach Lease, the Company and each in form reasonably satisfactory to Purchaser, together with any necessary transfer declarations or other filings; (d) certificates of its Subsidiaries have good title to all motor vehicles included in the Assets to be transferred to Purchaser hereunder, duly endorsed for transfer to Purchaser as of their tangible personal property the Closing date; (e) a tax and assets shown on title search which covers the Base Balance Sheet or acquired Owned Real Property, fully guaranteed by a title insurance corporation licensed under Article 64 of the Insurance Law. The first set-out of the search shall be the first recorded source of title in the County Clerk's Office. The last continuation of the search shall be dated after the date hereof. Selling Group shall also provide local tax certificates where not covered by the search. (f) a survey of the Base Balance SheetOwned Real Property prepared by a professional who is licensed or otherwise authorized under the New York Education Law to practice land surveying ("Surveyor"). The survey shall be dated within four years prior to the Closing Date (provided that any such survey includes the current configuration of the buildings thereon and subject to any requirement imposed by any lender to Purchaser), be prepared according to Bar Association of Erie County standards and shall show the Owned Real Property and location of all buildings, other structures and improvements affecting it, along with Selling Group's affidavit of discharge. (g) Subject to the rights of the Erie County IDA, ▇▇od and marketable title to the Owned Real Property in fee simple, free and clear of any Encumbrancesall liens and encumbrances, except for as stated in this Agreement. Purchaser will accept the Owner Real Property subject to (i) Encumbrances disclosed restrictions of record, provided they do not conflict with the present improvements or uses, or intended uses or intended improvements (as defined in Paragraph 13 of the Base Balance SheetBar Association of Erie County Contract) and have not been violated, unless their enforcement is barred by law; (ii) Taxeseasements and rights-of-way of record for water lines, feessanitary sewer lines, assessments drainage, gas pipeline, electrical lines and telephone lines, provided they are or other governmental charges which may be used to service the Owned Real Property and provided the present improvements, or intended uses or intended improvements are or will not delinquent be on the easements or remain payable without penalty, rights of way; (iiih) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising title insurance in such form and substance as set forth in the ordinary course Erie County Bar Association Real Estate Contract; (i) cure of business, any title defects to which Purchaser shall have objected within ten (iv10) Encumbrances consisting days of pledges or deposits required in the ordinary course receipt of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course written notice from Purchaser of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect.objection;

Real and Personal Property. (a) Neither the No Acquired Company nor any of its Subsidiaries owns any real property or has owned any real property. . (b) Schedule 4.10(a3.06(b) sets forth a list of lists all real property estate leased by the any Acquired Company as a lessee, sub-lessee, or any of its Subsidiaries assignee (the "“Leased Real Property"”), including a description of the premises leased and the Acquired Company that leases the same. All leases relating to Leased Real Property are identified on is leased pursuant to valid written leases listed in Schedule 4.10(a) (3.17(a). Such leases contain the "Leases") entire agreement between the landlord of each of the leased premises and true the Acquired Company, and complete copies thereof have been provided there is no other Contract between the landlord and any Acquired Company affecting such Leased Real Property. No Acquired Company leases any Leased Real Property as a lessor or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):sub-lessor. (ic) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold The Acquired Companies’ interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed are owned by the Company respective Acquired Companies free and clear of all Encumbrances, variances, or such Subsidiarylimitations of any nature, other than Permitted Encumbrances and as applicableset forth in Schedule 3.06(c). To the Knowledge of Founder, and is certificates of occupancy are in full force and effect; and (iii) to effect for each location of Leased Real Property, and the Company's knowledgeuses thereof being made by the Acquired Companies do not violate any applicable zoning, neither the Company nor such Subsidiary is in default under any of said Leasessubdivision, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of timeland use, or bothother Legal Requirement. No Third Party has a right to acquire the Acquired Companies’ interests in the Leased Real Property. To the Knowledge of the Founder, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain Proceeding that would give rise to result in the taking of all or any part of any parcel of Leased Real Property or that would prevent or hinder the continued use of any such a default parcel as used by the Company or such Subsidiary, as applicableAcquired Companies. None of the Leased Real Property is located within a flood plain for flood insurance purposes. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Acquired Companies own all of their tangible personal property and assets shown on reflected as owned in the Base Balance Sheet or acquired after (other than inventory sold since the date Balance Sheet Date in the Ordinary Course of the Base Balance SheetBusiness), free and clear of any all Encumbrances, except for other than Permitted Encumbrances and as set forth in Schedule 3.6(d). All the tangible personal property purchased or otherwise acquired by the Acquired Companies since the Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Balance Sheet Date in the Base Balance Sheet, (iiOrdinary Course of Business) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held is owned by the Company or its Subsidiaries Acquired Companies free and clear of all Encumbrances, other than Permitted Encumbrances and as set forth in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part Schedule 3.06(d). A copy of the cost fixed asset register of acquiring each Acquired Company has been delivered to Buyer. Each such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of register contains a lessor or sublessor, as lessor or sublessor, under any lease complete and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use correct list of the fixed assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property applicable Acquired Company as of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectdate specified.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned The Target does not own any real property. Schedule 4.10(a) sets forth a list of all real property leased by Other than the Company or any of its Subsidiaries lease with respect to the premises located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Units A5 & A6, Lawndale, California, 90260 (such lease, as amended from time to time, the "“Lease” and such premises, the “Leased Real Property"”), the Target does not lease any real estate as a lessee or sub-lessee or any other capacity. All leases relating to The Owners have previously provided the Parent with a true, correct and complete copy of the Lease, and such Lease contains the entire agreement between the landlord and the Target regarding the Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counselProperty. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold The Target’s interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed are owned by the Company Target free and clear of all Encumbrances, variances, or such Subsidiarylimitations of any nature, as applicable, and other than Permitted Encumbrances. A certificate of occupancy is in full force and effect; and (iii) effect for the Leased Real Property and the uses thereof being made by the Target do not violate any applicable zoning, subdivision, land use, or other Law. No Person has a right to acquire any interest in the Company's knowledge, neither Target’s interests in the Company nor such Subsidiary Leased Real Property. The Target is in default full compliance with all terms and requirements of the Lease. To the Knowledge of the Owners, each other Person that has or had any obligation or liability under any the Lease is in full compliance with all applicable terms and requirements of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicableLease. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to The Target owns all of their tangible personal property and assets shown on reflected as owned in the Base Interim Balance Sheet or acquired after the date Estimated Closing Statement (other than inventory sold since the Interim Balance Sheet Date in the Ordinary Course of the Base Balance SheetBusiness), free and clear of any all Encumbrances, except for other than Permitted Encumbrances. All the tangible personal property purchased or otherwise acquired by the Target since the Interim Balance Sheet Date (i) Encumbrances disclosed other than inventory acquired and sold since the Interim Balance Sheet Date in the Base Balance Sheet, (iiOrdinary Course of Business) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held is owned by the Company or its Subsidiaries in the ordinary course Target free and clear of businessall Encumbrances, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part other than Permitted Encumbrances. A copy of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use fixed asset register of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely Target has been delivered to have, individually or in the aggregate, Parent. Such register contains a Company Material Adverse Effect. All complete and correct list of the personal property fixed assets of the Company and each Target as of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse EffectClosing Date.

Real and Personal Property. (a) Neither the Company nor any of Other than through its Subsidiaries owns any real property or has owned interest in AMPMSC, L.P., Seller does not own any real property. Schedule 4.10(a2.9(a) sets forth a list of identifies all real property leased by the Company or any leases of its Subsidiaries (the "Leased Real Property")Seller. All Complete and correct copies of such leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counselBuyer. With respect to each Lease listed on Schedule 4.10(a): (i) the Company or a Subsidiary Each of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and these leases is in full force and effect; and (iii) to effect on the Company's knowledge, neither the Company nor such Subsidiary is in default date hereof. No Default under any of said Leases, nor, to the Company's knowledge, terms or conditions set forth in any of such leases or any other documents or instruments related thereto has occurred or been asserted by any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, Person. Seller does not lease any real property as applicablelessor. (b) To Schedule 2.9(b) identifies all leases for material personal property used or employed by Seller. Complete and correct copies of such leases have been provided or made available to Buyer. Each of such leases is in full force and effect on the Company's knowledge, except as date hereof. No Default under any of the terms or conditions set forth in any of such leases or any document or instrument related thereto has occurred or been asserted by any Person. Seller does not lease any personal property as lessor. (c) Except as shown on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet2.9(c), Seller has good and except with respect to leased personal property, the Company and each of its Subsidiaries have good marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, owned by it free and clear of any Encumbrancesall Liens, except for (i) Encumbrances disclosed and will, upon the Closing, convey good and marketable title to such personal property free and clear of all Liens. All material items of personal property and leasehold improvements owned by Seller are reflected in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising unaudited balance sheet of Seller included in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse EffectInterim Financial Statements. All material items of the personal property of the Company and each of its Subsidiaries is leasehold improvements owned or leased by Seller are in good working order condition and repair, ordinary wear and tear exceptedrepair consistent in all material respects with the uses to which they are being put, and is suitable all such personal property and leasehold improvements are adequate and usable for the uses continued operation of the business of Seller as the same is presently being conducted and are physically located at one of the places of business of Seller identified on Schedule 2.9(a). The Purchased Assets and the Assumed Contracts comprise substantially all of the Assets currently used or held for which it is being used (or if not currently useduse by Seller to operate, then for its intended use) except and are collectively sufficient to provide Buyer with the means and capability to operate, the Business as would not reasonably be expected and in the manner the Business has been performed by Seller prior to have a Company Material Adverse Effectthe date of this Agreement.

Real and Personal Property. (a) None of the Company or any Subsidiary thereof owns any real property. (b) Section 3.17(b) of the Seller Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all of the material leases, material subleases or other material instruments or material permits pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property owned by another Person (collectively, the “Company Leases”), and each leased or subleased parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company Leases contain the entire agreement between the landlord of each Leased Real Property and the Company or its Subsidiary and there is no other Contract between the landlord and the Company or its Subsidiary affecting the Leased Real Property. (c) Neither the Company nor any of its Subsidiaries owns is a party to any real property lease, sublease, concession agreement, or has owned any real property. Schedule 4.10(a) sets forth a list of all real property leased by use or occupancy agreement under which the Company or any of its Subsidiaries (is a landlord, sublandlord, licensor, grantor of occupancy rights or sub-lessor of the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (, other than any of the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) foregoing with the Company or a Subsidiary of the Company, as applicable, have valid and enforceable leasehold interests to the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicablethereof. (bd) To the Company's knowledge, except as set forth on Schedule 4.10(b) The Company or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to own all of their tangible personal property and assets shown on reflected as owned in the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) all Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments other than Permitted Encumbrances or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising Contracts entered into in the ordinary course of business, (iv) Encumbrances consisting except any such personal property that was sold or otherwise disposed of pledges since the Balance Sheet Date or deposits required is sold or otherwise disposed of in accordance with, or as contemplated by, the ordinary course of business in connection with workers' compensation, unemployment insurance terms set forth herein or the other Transaction Documents. All the tangible personal property purchased or otherwise acquired by the Company and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held its Subsidiaries since the Balance Sheet Date is owned by the Company or its Subsidiaries free and clear of all Encumbrances, other than Permitted Encumbrances or Contracts entered into in the ordinary course of business, securing indebtedness incurred except any such personal property that was sold or assumed for otherwise disposed of since the purpose of financing (or refinancing) all or any part date of the cost purchase or other acquisition thereof or is sold or otherwise disposed of acquiring such propertyin accordance with, (vi) Encumbrances securing capital lease obligationsor as contemplated by, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances the terms set forth on Schedule 4.10(b) and (ix) Encumbrances of record herein or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use other Transaction Documents. A copy of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property fixed asset register of the Company and each of its Subsidiaries is as of August 31, 2012, has been delivered to Purchaser prior to the date hereof. Such register contains a complete and correct list in good working order all material respects of the fixed assets of the Company and repairits Subsidiaries as of August 31, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect2012.

Real and Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property. Set forth in Schedule 4.10(a4(j) sets forth hereto is a complete and accurate list of all each parcel of real property leased to the Company and its Subsidiaries other than real property leased from customers of the Company or any Subsidiary pursuant to any contract set forth in Schedule 4(n)(iv) hereto (the "Leased Parcels"). No person or entity has any rights in, or rights to acquire any interest in, the Company's or any Subsidiary's interest in any Leased Parcel. There is no pending or threatened condemnation or transfer in lieu thereof affecting any Leased Parcel, or any proposed or pending special assessments against any Leased Parcel which may give rise to special assessments against such Leased Parcel and which is not reflected on the Balance Sheet. All leases of real property held by the Company and each of its Subsidiaries will continue in full force and effect immediately after the consummation of the transactions contemplated by this Agreement, and there are no material disputes pending or threatened under any of such leases. All improvements on the Leased Parcels and all parts thereof, including, without limitation, all mechanical, electrical and plumbing systems, roofs and structures, are in good condition without any defects or deficiencies that would inhibit or interfere with the operation of the Company's or any Subsidiary's business. There are no defects or inadequacies in any Leased Parcel or any improvements thereof which would adversely affect the insurability of such improvements or the premiums for the insurance thereof. Each of the Leased Parcels is zoned to permit its current use, without special permit, condition or other conditional approvals or arrangements of any kind under applicable zoning laws, and there are no variances, special exceptions, conditions or agreements pertaining to any Leased Parcel imposed or granted by any state, county or municipal governmental authority, any neighborhood or civic group or any similar body. No written notice from any city, county or other governmental authority has been received by the Company or any Subsidiary requiring or calling attention to the need for any work, repair, construction, alteration or installation on, or in connection with, any Leased Parcel or any improvement thereon. Neither the Company nor any of its Subsidiaries has received any written notice or communication advising it of any general or special assessment relating to any Leased Parcel which is not fully paid. The Leased Parcels have connection to sanitary sewer, storm sewer, water, electricity, gas, telephone and all other necessary utilities for their current use and none of the Shareholder, the Company or any Subsidiary knows of any existing circumstances or conditions which could result in the termination of such access or connections for any significant period of time. The Company and its Subsidiaries have good and marketable title to all of the personal properties, tangible and intangible, owned by such entity, including without limitation (except for sales of securities in the ordinary course of business) the properties reflected on the Balance Sheet or in the books and records of the Company and its Subsidiaries as being owned by the Company or a Subsidiary, free and clear of any liens, mortgages, pledges, encumbrances, defects or other restrictions or rights of third parties, except such as are reflected on the Balance Sheet or set forth in Schedule 4(j) hereto. In the case of personal properties used by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided in connection with its trade or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) business, but not owned by it, the Company or a Subsidiary of the Companyhas a valid, as applicable, have valid binding and enforceable leasehold interests right to the leasehold estate in the Leased Real Property granted to the Company or use such Subsidiary, as applicable, properties pursuant to each pertinent Leasea written lease, subject to applicable bankruptcy, insolvency, moratorium license or other similar laws relating to creditors' rights and general principles agreement or understanding. All leases of equity; (ii) each of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by the Company or such Subsidiary, as applicable. (b) To the Company's knowledge, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries a Subsidiary will continue in full force and effect immediately after the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part consummation of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest transactions contemplated by this Agreement and there are no material disputes pending or title of a lessor or sublessor, as lessor or sublessor, threatened under any lease of such leases. Except for ordinary wear and any precautionary uniform commercial code financing statements filed under any leasetear, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the all tangible personal property of owned or leased by the Company and each of its Subsidiaries is in good working order and repairoperating condition. No representation or warranty is made herein with respect to trademarks, ordinary wear and tear exceptedtrade names, and service marks, copyrights or other intellectual property which is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended usesubject of the representation set forth in Section 4(w) except as would not reasonably be expected to have a Company Material Adverse Effecthereof.

Real and Personal Property. (a) Neither Real Property. (i) Schedule 2.12(a) lists all real property owned by the Company nor any of its Subsidiaries owns any real property or has owned any real property. (the "Owned Real Property") and Schedule 4.10(a2.12(a) sets forth a list of lists all real property leased by the Company or any of its Subsidiaries as a tenant (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") and true and complete copies thereof have been provided or made available in the IntraLinks data room to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a):. (iii) the The Company or a Subsidiary has good, record and marketable title to all of the CompanyOwned Real Property, free and clear of all liens, restrictions and encumbrances, except as applicable, have set forth in Schedule 2.12(a). (iii) The Company holds a valid and enforceable leasehold interests to the leasehold estate interest in all of the Leased Real Property granted to the Company or such SubsidiaryProperty, as applicable, pursuant to each pertinent Lease, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles free of equity; (ii) each encumbrances that could cause an early termination of said Leases has been duly authorized and executed by the Company or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledgeleasehold interest or impair the Company's use of the leasehold estate, neither the except as set forth in Schedule 2.12(a). (iv) The Company nor such Subsidiary has not received any notice that it is in default under any of said Leasesthe covenants, noreasements or restrictions or other encumbrances on any of the Owned Real Property or the Leased Real Property (collectively, the "Real Property"). (v) The Company has not entered into any contracts for the sale of any of the Owned Real Property or any portion thereof. No lease or other agreement affecting any of the Owned Real Property contains any right of first refusal or option to purchase such property or any portion thereof or any other rights of others that might prevent the transfer of the Owned Real Property pursuant to this Agreement. (vi) All of the Owned Real Property has access to a public way and utility services sufficient to satisfy legal requirements and the practical needs of the Owned Real Property as currently used and improved. (vii) All of the Owned Real Property is in good condition and repair, all fixtures and equipment used in the operation of the Owned Real Property are in good working order, and, no capital expenditures with respect to the Owned Real Property will be required in the next five (5) years. (viii) All of the Leased Real Property is in good condition and repair, all of the Company's fixtures and equipment used in the operation of the Leased Real Property are in good working order, and the Company does not anticipate being obligated under any of the Leases to make any material repairs to any of the Leased Real Property in the next five (5) years. (ix) Except as set forth in Schedule 2.12(a), no construction at any of the Real Property is currently being undertaken by the Company or is planned to be undertaken by the Company within the next five (5) years. (x) Except as set forth in Schedule 2.12(a), there are no actions, suits or proceedings (including, but not limited to, condemnation actions and arbitration proceedings) pending or, to the Knowledge of the Company threatened against Company at law or in equity or before or by any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality against any of the Owned Real Property or Company's interest therein, and there are no actions, suits or proceedings (including, but not limited to, condemnation actions and arbitration proceedings) pending or to the Knowledge of the Company threatened at law or in equity or before or by any federal, state, municipal or other governmental court, department, commission, board, bureau, agency or instrumentality on any of Company's direct or indirect interest in any of the Leased Real Property. (xi) Except as set forth in Schedule 2.12(a), to the Company's knowledgeKnowledge, the Owned Real Property and the Leased Real Property complies with all applicable zoning, building, environmental, health and public safety, subdivision, land use and similar laws, rules, ordinances and regulations, including, but not limited to, the Americans with Disabilities Act and the regulations issued thereunder. (xii) No consent or approval is required from any governmental authority for the transfer of any of the Real Property pursuant to the transactions contemplated by this Agreement; no governmental, fire, life safety or other inspection is required in connection with the transfer of any of the Real Property pursuant to the transactions contemplated by this Agreement; and no new certificates of occupancy are required to be issued in connection with the transfer of any of the Real Property pursuant to the transactions contemplated by this Agreement. (xiii) Except as listed in Schedule 2.12(a), there are no contracts or agreements related to the current use or operation of any of the Leased Real Property by the Company or the ownership or the current use or operation of the Owned Real Property that would have a Material Adverse Effect on the use, operation or, as to the Owned Real Property, ownership thereof if terminated. True, correct and complete copies of all contracts listed on Schedule 2.12(a) have been delivered to Buyer prior to the date hereof. (xiv) All licenses, permits and/or other approvals required for the current use or operation by the Company of any of the Leased Real Property or the ownership or the current use or operation of any of the Owned Real Property are in full force and effect. (xv) The leases to which the Company is a party that give rise to the Leased Real Property (the "Leases"), as well as the term and rent obligations thereunder are listed on Schedule 2.12(a). Each of the Leases is in full force and effect according to the terms set forth therein and has not been modified, amended or altered except as listed on Schedule 2.12(a). The information set forth on Schedule 2.12(a) with respect to each of the Leases is true and correct in all respects. (xvi) True, correct and complete copies of the Leases and any event occurred modifications, amendments or alteration thereof have been delivered to Buyer prior to the date hereof. (xvii) To the Company's Knowledge, all obligations of each landlord under each of the Leases have been performed to date, subject to expiration of any applicable grace, notice and curative periods. (xviii) The Company is not in default under any Lease, and has not received any notice of default. The Company has no Knowledge of any facts or circumstances which, with the giving of notice or the passage of time, time or both, would give rise to such constitute a default by the Company or such Subsidiary, as applicableunder any Lease. (bxix) To All security deposits under the Leases are listed in Schedule 2.12(a). (xx) None of the Leases require the consent of the landlord or the landlord's lender to the transfer of any of the Leased Real Property pursuant to the transactions contemplated by this Agreement. (xxi) The Company has not assigned any of the Leases and has not sublet all or any portion of its leased premises under any of the Leases. (xxii) Each parcel of Owned Real Property is a separate lot for real estate tax and assessment purposes, and no other real property is included in such tax parcel. There are no Taxes (as defined below), assessments, fees, charges or similar costs or expenses imposed by any governmental authority, association or other entity having jurisdiction over the Real Property (collectively, the "Real Estate Impositions") against the Company's knowledgeinterest in any Real Property or portion thereof which are delinquent. There is no pending or threatened increase or special assessment or reassessment of any Real Estate Impositions against the Company's interest in any Real Property, except as set forth on Schedule 4.10(b) or as specifically disclosed in the Base Balance Sheet, and except with respect to leased personal property, the Company and each of its Subsidiaries have good title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheet, free and clear of any Encumbrances, except for (i) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any property acquired or held by the Company or its Subsidiaries in the ordinary course of business, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the personal property of the Company and each of its Subsidiaries is in good working order and repair, ordinary wear and tear excepted, and is suitable and adequate for the uses for which it is being used (or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effect2.12(a).

Real and Personal Property. (a) Neither the The Company does not own nor any of its Subsidiaries owns has owned any real property or has owned any interest in real property. . (b) Schedule 4.10(a) H sets forth a list the address of all each parcel of real property and interests in real property leased by the Company or any of its Subsidiaries (the "Leased Real Property"). All leases relating to Leased Real Property are identified on Schedule 4.10(a) (the "Leases") as lessee, and a true and complete copies thereof have been provided or made available in the IntraLinks data room list of all leases related to Parent's and MergerCo's counsel. With respect to each Lease listed on Schedule 4.10(a): (i) real property currently leased by the Company or (individually, a Subsidiary of “Real Property Lease” and the Companyreal properties specified in such leases being referred to herein collectively as the “Leased Properties”). The Company has a valid, as applicable, have valid binding and enforceable leasehold interests to interest under each of the leasehold estate in the Leased Real Property granted to the Company or such Subsidiary, as applicable, pursuant to each pertinent LeaseLeases, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other and similar laws relating to Laws affecting creditors' ’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity; (ii) each ). The Company has not received any written notice of said Leases has been duly authorized and executed by the Company any default or such Subsidiary, as applicable, and is in full force and effect; and (iii) to the Company's knowledge, neither the Company nor such Subsidiary is in default under any of said Leases, nor, to the Company's knowledge, has any event occurred which, that with notice or the passage lapse of time, or both, would give rise to such constitute a default by under any of the Real Property Leases and the Company and, to the Knowledge of the Sellers, each other party thereto, is in compliance with all obligations of such party thereunder. The Company has not subleased, assigned or otherwise granted to any Person the right to use or occupy such SubsidiaryLeased Properties or any portion thereof. The Company’s possession and quiet enjoyment of Leased Property under each Real Property Lease has not been disturbed and there are no disputes with respect to any Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or default under any such Real Property Lease that has not been redeposited in full. The Company does not owe, as applicableor will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. The Company has not collaterally assigned or granted any other Lien in any Real Property Lease or any interest therein (other than Permitted Liens). There are no Liens on the estate or interest created by any Real Property Lease (other than Permitted Liens). Sellers have delivered to Purchaser complete and correct copies of the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The lease identified in Schedule H shall be terminated upon the Closing of this Agreement. (bc) To the Company's knowledgeKnowledge of the Sellers, except the Leased Properties are in compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including the Americans with Disabilities Act of 1990, as set forth on Schedule 4.10(b) amended, and all insurance requirements affecting the Leased Properties (collectively, the “Real Property Laws”), and the current use or as specifically disclosed occupancy of the Leased Properties or operation of the Business thereon does not violate any Real Property Laws. The Company has not received any notice of violation of any Real Property Law. There is no pending or, to the Knowledge of the Sellers, anticipated change in any Real Property Law that will impact the Leased Properties or any portion thereof in the Base Balance Sheetcontinued operation of the Business. There is no pending or, and except to the Knowledge of the Sellers, threatened zoning application or proceeding or condemnation, eminent domain or taking proceeding with respect to leased personal property, the Leased Properties. (d) The Leased Properties constitute all interests in real property currently used or currently held for use in connection with the Business or which are necessary for the continued operation of the Business as the Business is currently conducted. (e) The Company (and each of its Subsidiaries have not any Affiliate thereof) has good and marketable title to all of their tangible personal property and assets shown on the Base Balance Sheet or acquired after the date of the Base Balance Sheetits assets, free and clear of any Encumbrancesand all Liens, except for Permitted Liens. Such assets include all assets, rights and interests reasonably required for the continued conduct of the Business by Purchaser. (if) Encumbrances disclosed in the Base Balance Sheet, (ii) Taxes, fees, assessments or other governmental charges which are not delinquent or remain payable without penalty, (iii) carriers', warehousemens', mechanics', landlords', materialmens', repairmens' or other similar Encumbrances arising in the ordinary course of business, (iv) Encumbrances consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers, (v) Encumbrances on any All tangible personal property acquired or held owned by the Company or its Subsidiaries in the ordinary course of businessCompany, securing indebtedness incurred or assumed for the purpose of financing (or refinancing) and all or any part of the cost items of acquiring such property, (vi) Encumbrances securing capital lease obligations, (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease, (viii) Encumbrances set forth on Schedule 4.10(b) and (ix) Encumbrances of record or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present or presently contemplated use of the assets subject thereto or affected thereby or which would not otherwise be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. All of the tangible personal property of used by the Company and each of its Subsidiaries is Company, are structurally sound, are in good working order operating condition and repair, ordinary wear and tear excepted, and is suitable and are adequate for the uses to which they are being put, and none of such items of tangible personal property is in need of maintenance or repairs except for which it is being used (ordinary, routine maintenance and repairs that are not material in nature or if not currently used, then for its intended use) except as would not reasonably be expected to have a Company Material Adverse Effectcost.