Common use of Real Property and Assets Clause in Contracts

Real Property and Assets. (i) 3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel. (ii) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments for the Leased Real Property (the “Real Property Leases”). To the Knowledge of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct of the business of the Company and any of its Subsidiaries.

Real Property and Assets. The Company does not own, nor has it ever owned, any real property. (a) Schedule 3.15(a) lists (i) 3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned with respect to which the Company holds a leasehold interest or otherwise has a license to use (the “Company Leased Real Property”), including for each such Company Leased Real Property, the common name and physical address for such Company Leased Real Property and (ii) each Contract, together with all amendments thereto and guarantees thereof, under which the Company leases or otherwise has the right to use any Company Leased Real Property (such agreements collectively for each Company Leased Real Property, a “Lease”). Except as set forth on Schedule 3.15(a), the Company has not entered into any subleases, arrangements, licenses, or other agreements relating to the use or occupancy of all or any portion of the Company Leased Real Property by any Person other than the Company. Except as set forth in Schedule 3.15(a), the Company has not agreed to (A) purchase or lease, nor is the Company obligated to purchase or lease, any real property or (B) dispose of any interest in any of the Leased Real Property or any Lease. True and complete copies of the Lease documents for each of the Company Leased Real Properties have been made available by the Company to Buyer. Except as set forth in Schedule 3.15(a), (i) each Lease is in full force and effect and the Company has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Company Leased Real Property and (ii) there are no existing defaults or conditions, matters, or events that, with or without the passage of time, the giving of notice, or both, would constitute an event of default under a Lease by the Company or any other party to a Lease. (b) The Company owns good title to, or holds pursuant to valid and enforceable leases, all of the personal property shown to be owned by it on the latest balance sheet included in the Financial Statements (except for such personal property sold or disposed of subsequent to the Balance Sheet Date in the ordinary course of business) or otherwise necessary for the conduct of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or business as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereoncurrently conducted, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and . (c) there are no parties (All material equipment, furniture, supplies, computer hardware and other than the Company and/or any of its Subsidiaries) who are in possession of tangible personal property owned or who are using any such parcel. (ii) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased used by the Company and/or any is listed in commercially reasonable detail on Schedule 3.15(c). Except as set forth on Schedule 3.15(c), the Company has good, valid and marketable title to all of its Subsidiaries assets and properties of every kind, nature and description, tangible or intangible, known and unknown, wherever located (including all property and assets shown or reflected on the Most Recent Balance Sheet) (collectively, the “Leased Real PropertyCompany Assets”), and all of the Company Assets are held free and clear of all Liens. Except as set forth on Schedule 3.15(c), no financing statement under the Uniform Commercial Code or similar Law naming the Company as a debtor has been filed in any jurisdiction, and the Company is not a party to or bound under any agreement or legal obligation authorizing any party to file any such financing statement. The Company owns, licenses or otherwise has made available adequate rights to use the Company Assets in the manner in which they are presently being used. None of the Company Assets or the Company’s rights thereto is subject to any actual or, to the Buyer a correct and complete copy knowledge of the leases and subleases and all material amendments for Sellers, threatened proceeding which could reasonably be expected to result in the Leased Real Property (the “Real Property Leases”). To the Knowledge revocation, termination, supervision, cancellation or adverse modification of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease property or sublease and the rights thereto. The Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise Assets constitute all of the material real property currently assets used in connection with the conduct of the business Business as currently conducted and are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. The Company Assets that consist of buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are structurally sound, are in good operating condition and any repair, and are adequate for the uses to which they are being put, and none of its Subsidiariessuch Company Assets is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Real Property and Assets. (i) 3(l)(i) Except as set forth in Section 2.19 of the Disclosure Schedule, no Group Company owns any Real Property. Each Group Company has valid leasehold interests in certain Real Property, which it holds under the leases or subleases described in Section 2.19 of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Leased Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security InterestsLiens, except for Permitted Liens. The Leased Real Property constitutes all of the facilities used or occupied by the Group Companies in the conduct of their respective business as currently conducted. With respect to the Leased Real Property: (i) to the Knowledge of Trailblazer, one of the Group Companies has all easements and rights necessary to conduct its business, as currently conducted; (bii) there are no portion thereof is, to the Knowledge of Trailblazer, subject to any pending or threatened condemnation proceeding or proceeding by any Government Entity; (iii) since January 1, 2013, no Group Company has received written notice, and Trailblazer has no Knowledge, of any leases, subleases, options licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; (iv) since January 1, 2013, no Group Company has received written notice, and Trailblazer has no Knowledge, of any outstanding options or the right rights of first refusal held by any other Person to otherwise obtain title purchase any parcel of such parcel Leased Real Property, or any portion thereto or interest therein; (except for which public notice v) since January 1, 2013, no Group Company has been provided or received written notice, and Trailblazer has been disclosed in a survey); and (c) there are no Knowledge, of any parties (other than any Group Company) being in possession of any parcel of Leased Real Property, other than tenants under any leases of the Company and/or any of its Subsidiaries) Leased Real Property who are in possession of or who space to which they are using any such parcel. entitled; (iivi) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments for the Leased Real Property has been supplied with utilities and other services reasonably necessary for the operation of one of the Group Companies’ business; (the “vii) each parcel of Leased Real Property Leases”). To abuts on and has direct vehicular access to a public road or access to a public road; (viii) there exist no defaults by any Group Company or, to the Knowledge of Trailblazer, default that has been threatened by any third party (including any landlord) thereunder, in each case that has affected or could reasonably be expected to affect the rights and privileges thereunder of any Group Company; and (ix) a Group Company holds security or collateral, including Keun—mortgage, Chonse—right or otherwise, covering all monetary amount due to be returned to such Group Company, as applicable, upon the expiration or termination of each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effectoutstanding real estate property lease. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct of the business of the Company and any of its Subsidiaries.

Real Property and Assets. (i) 3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel. (ii) 3(l)(iiSection 4.7(a) of the Disclosure Schedule lists all interests in real property leased or subleased either owned by the Company and/or or its Subsidiaries (each such real property interest, together with any of improvements, easements and other rights on or appurtenant thereto, the “Owned Real Property”) or leased, licensed, subleased, occupied or used by the Company or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”), in each case, as of the date hereof. The Company or one of its Subsidiaries has (i) good, valid and marketable fee simple title to the Owned Real Property listed in Section 4.7(a) of the Disclosure Schedule, and (ii) a good and valid leasehold interest in the Leased Real Property listed in Section 4.7(a) of the Disclosure Schedule, in each case free and clear of all Liens except for Permitted Liens and except as set forth in Section 4.7(a) of the Disclosure Schedule. Except as set forth in Section 4.7(a) of the Disclosure Schedule and except for Permitted Liens, no Person has any option or right to purchase or acquire any ownership interest in the Owned Real Property. Neither the Company nor any of its Subsidiaries is a party to any lease, license, sublease or other similar agreement granting to any Person the right of use or occupancy of any material portion of the Owned Real Property. (b) Each written lease pursuant to which the Company or any of its Subsidiaries leases, licenses, subleases or otherwise is granted the right to use or occupy any Leased Real Property as of the date hereof (the “Leases”) is in full force and effect, and is enforceable against the Company or the applicable Subsidiary of the Company party thereto and, to the knowledge of the Company, the landlord that is party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights generally and by the application of the general principles of equity. Except as set forth in Section 4.7(b) of the Disclosure Schedule, there exists no material breach or material default or event of default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any Leases. The Company has made available to the Buyer a correct true and complete copy copies of all Leases. (c) Each of the leases Company and subleases and all material amendments for the Leased Real Property (the “Real Property Leases”). To the Knowledge of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received good title to, or a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is valid leasehold interest in, as applicable, all personal property used in material defaulttheir respective businesses, except where for defects in title or failures to have valid leasehold interest, in each case that individually or in the invalidity, nonbinding nature, unenforceability, ineffectiveness or default aggregate would not reasonably be reasonably expected to have a Company Material Adverse Effect. (iiid) The Leased All improvements and fixtures on the Real Property (a) are in good operating condition and Owned are in a state of good maintenance and repair, ordinary wear and tear excepted, and (b) are suitable and appropriate for the purposes for which they are presently being used and as they are presently planned to be used. There is no condemnation, expropriation or similar proceeding pending or, to the knowledge of the Company, threatened, against any of the Real Property comprise or any improvement thereon. The Real Property constitutes all of the material real property currently used utilized in connection with the business of the Company. None of the Real Property is used for any purpose other than the operation of the business of the Company. All Real Property has and includes the right of access to (x) public roads or valid easements over private roadways for ingress to and egress from public roads, and (y) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and public utilities, as is necessary and appropriate for the conduct of the business of the Company in the ordinary course. (e) All of the Real Property, improvements and any of its Subsidiariesfixtures thereon are in compliance in all material respects with all applicable Laws (including zoning ordinances and Environmental Laws).

Real Property and Assets. (a) Section 3.1(32)(a) of the Company Disclosure Letter is a true, correct and complete list of (i) 3(l)(ieach parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which the Company or any of its Subsidiaries remains liable) by the Company or any of its Subsidiaries. (b) Except as disclosed in Section 3.1(32)(b) of the Company Disclosure Schedule lists Letter, the Company is the legal and describes briefly beneficial owner of the Owned Real Property in fee simple, with good and marketable title thereto, free and clear of all Liens other than Permitted Liens. (c) Except as disclosed in Section 3.1(32)(c) of the Company Disclosure Letter, (1) there are no Contracts which affect or relate to the title to, ownership, operation or management of the Owned Real Property other than the Purchaser pursuant to this Agreement, and (2) the Company has no option, right of first refusal or other right relating to the Leased Real Property. (d) Each Real Property has direct legal access to a municipal right-of-way and the Company otherwise has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on the Business upon the Real Property as it has been carried on in the ordinary course by Seller. (e) Except as disclosed in Section 3.1(32)(e) of the Company Disclosure Letter, no third-party has any right to purchase, option to purchase, or right of first refusal with respect to any of the Owned Real Property other than the Purchaser pursuant to this Agreement. (f) The Company has not entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company in and to the Real Property or the air, density and easement rights relating to the Real Property. (g) The Company has not received any notification of and has no knowledge of, any outstanding or incomplete work orders, deficiency notices or other current non-compliance with Laws relating to any of the Real Property. (h) No part of the Real Property is subject to any building or use restriction that restricts or would restrict or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Purchaser, no Real Property is subject to flooding, no Owned Real Property is located in a flood plain and to the knowledge of the Company, no Leased Real Property is located in a flood plain. (i) (i) No Improvements encroach on real property owned not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property; and (ii) to the knowledge of the Company, no Improvements encroach on real property not forming part of the Leased Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Leased Real Property; (j) There are no parties in possession of the Real Property other than the Company or any of its Subsidiaries and, except as set forth on Section 3.1(32)(b) of the Company Disclosure Letter, none of the Real Property Leases have been assigned in whole or in part, nor has the Real Property (or any portion thereof) been subleased or sublicensed. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease and no third party has repudiated or has the right to terminate or repudiate any such Real Property Lease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease, sublease, license or occupancy agreement) or any provision thereof. None of the Real Property Leases have been assigned by the Company or any of its Subsidiaries in favour of any Person or sublet or sublicensed. None of the Real Property Leases have been altered or amended and are in full force and effect. (k) The conduct and business of the “Owned Company and its Subsidiaries, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes. (l) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property”). With respect , nor, to each the Company’s knowledge, are any such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect proceedings threatened or contemplated. (m) Except as otherwise disclosed set forth on §3(l)(iSection 3.1(32)(m) of the Company Disclosure Schedule: (a) Letter, each of the Company or and its Subsidiaries has good and marketable fee simple title to to, or a valid leasehold interest in, the parcel and the improvements located thereon, Assets free and clear of all Security Interests, except any Liens (other than Permitted Liens; (b) there ). All required permits or registrations necessary to perfect title in and to the Assets have been carried out in compliance with Law and are no leasesin full force and effect. The Company and its Subsidiaries, subleasesas lessees, options or other agreements, written or oral, granting to any party or parties have the right of use or occupancy or under valid and subsisting leases to use, possess and control all Assets leased by and Material to the right to otherwise obtain title of such parcel Company or any portion thereto of its Subsidiaries as used, possessed and controlled by the Company or its Subsidiaries, as applicable. Section 3.1(32)(m) of the Company Disclosure Letter sets forth each Lien (other than Permitted Liens) on the Assets. (n) No other Person owns any property or assets which are being used in the business of the Company or its Subsidiaries except for which public notice has been provided the Leased Real Properties, the personal property leased by the Company pursuant to the Material Contracts and the Intellectual Property licensed to the Company or has been its Subsidiaries and disclosed in a survey); and Section 3.1(32)(n) of the Company Disclosure Letter. (co) there are no parties The Assets (other than the Company and/or any Rolling Stock), taken as a whole (i) are adequate, operational and usable for their present and intended uses, and are in good condition and repair, subject to normal wear and tear and (ii) are not in need of maintenance or repairs except for ordinary and routine maintenance and repairs that are not Material in nature or cost. (p) The Rolling Stock, taken as a whole, (i) is in the Company’s or one of its Subsidiaries’ possession and control, (ii) who is in good operating condition and repair (subject to normal wear and maintenance), (iii) is usable in the Ordinary Course, (iv) is in conformance in all Material respects with applicable Laws, Authorizations, warranties and maintenance schedules relating to its construction, manufacture, modification, use and operation, (v) is in good operating condition in all Material respects as compared to tractors and trailers of its age and type and (vi) has been maintained and serviced in a manner consistent in all Material respects with manufacturers’ recommendations and requirements, United States Department of Transportation standards and the standards of any other Governmental Entity applicable to the Rolling Stock. Section 3.1(32)(p) of the Company Disclosure Letter sets forth the Rolling Stock and certain other Assets owned or leased by the Company and its Subsidiaries, and such Rolling Stock and Assets are in possession owned or leased by the Company or one of or who are using any such parcelits Subsidiaries. (iiq) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments Assets are sufficient for the Leased Real Property (the “Real Property Leases”). To the Knowledge of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the continued conduct of the business of the Company and its Subsidiaries after the Effective Date in substantially the same manner as conducted prior to the Effective Date and constitute all of the rights, property, and assets of every type and description, whether real or personal, tangible or intangible, necessary to conduct the business of the Company and its Subsidiaries as currently conducted. (r) No Real Property has been damaged by fire or other casualty. (s) To Company’s knowledge, there is no fact or condition existing which could result in the termination or reduction of the current access from any Real Property or to the existing highway and roads that provide access thereto. (t) No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from the Company or any of its SubsidiariesSubsidiaries of any Assets.

Real Property and Assets. (ia) 3(l)(i) None of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”)owns any real property. With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel. (ii) 3(l)(ii) Section 4.8 of the Disclosure Schedule lists all interests in real property leased leased, licensed, subleased, occupied or subleased used by the Company and/or any of or its Subsidiaries as of the date hereof (the “Leased Real Property”), including as applicable, the name and address of the landlord of such Leased Real Property, and each material Contract relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements to lease, lease guarantees, tenant estoppels, subordinations, non-disturbance and attorney agreements, including all amendments thereto (the “Leases”). The Company or one of its Subsidiaries has a good and valid leasehold interest in the Leased Real Property listed in Section 4.8 of the Disclosure Schedule, free and clear of all Liens except for Permitted Liens. Each Lease is in full force and effect, and, to the knowledge of the Company, is enforceable against the landlord that is party thereto in accordance with its terms. There exists no material default or event of default on the part of the Company or any of its Subsidiaries under any Leases or, to the knowledge of the Company, any other party thereto. The Company has made available to the Buyer a correct true and complete copy copies of all Leases. (b) Section 4.8(b) of the Disclosure Schedule contains a true, complete and correct list of all Contracts pursuant to which the Company and each of its Subsidiaries leases and subleases and all material amendments for any personal property as lessee or lessor requiring aggregate payments by or to the Leased Real Property Company or any of its Subsidiaries under any individual such Contract in excess of $100,000 (the “Real Personal Property Leases”). To the Knowledge Each of the CompanyCompany and its Subsidiaries has good, each lease valid and sublease marketable title to, or a valid leasehold interest in, as applicable, all personal property used in their * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Leased Real Property is validSecurities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. respective businesses, bindingfree and clear of all Liens, enforceable and except for Permitted Liens or defects in title or failures to be in full force and effect that are not material to the Company and its Subsidiaries, taken as a whole. Such personal property (taken as a whole) is in all material respectsgood operating condition and repair, ordinary wear and tear and deferred maintenance excepted, and neither constitutes all personal property materially necessary for the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct operation of the business of the Company and its Subsidiaries as presently conducted. The Company has made available to Buyer true, correct and complete copies of all Personal Property Leases. None of the personal property owned or leased by the Company or its Subsidiaries is in the possession, custody or control of any of Person other than the Company or its Subsidiaries.

Real Property and Assets. (i) 3(l)(iExcept as set forth in Section 3.1(s) of the Disclosure Schedule lists and describes briefly all Schedule, neither the Company nor any of its Subsidiaries owns any Real Property. The only real property owned by the Company or any is corporate housing immaterial to the operations of the Company. The Company and each of its Subsidiaries (the “Owned has valid leasehold interests in certain Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect , which it holds under the leases or as otherwise disclosed on §3(l)(isubleases described in Section 3.1(s) of the Disclosure Schedule: Schedule (athe “Leased Real Property”) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security InterestsLiens, except for Permitted Liens. The Leased Real Property constitutes all of the facilities used or occupied by the Company and the Subsidiaries in the conduct of their respective business as currently conducted. With respect to the Leased Real Property: (i) to the Knowledge of Seller, the Company or one of its Subsidiaries has all easements and rights necessary to conduct its business, as currently conducted; (bii) there are no portion thereof is, to the Knowledge of Seller, subject to any pending or threatened condemnation proceeding or proceeding by any Governmental Entity; (iii) since September 16, 2011, neither the Company nor any of its Subsidiaries has received written notice, and Seller has no Knowledge, of any leases, subleases, options licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or of any parcel of its Subsidiaries) who are in possession of or who are using any such parcel. (ii) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments for the Leased Real Property ; (the “Real Property Leases”). To the Knowledge of the Companyv) since September 16, each lease and sublease for the Leased Real Property is valid2011, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice written notice, and Seller has no Knowledge, of default under any such lease outstanding options or sublease and rights of first refusal held by any other person to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) since September 16, 2011, neither the Company nor any of its Subsidiaries has not received written notice, and Seller has no Knowledge, of any notice indicating that any parties (other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect. (iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct of the business of than the Company and or any of its Subsidiaries) being in possession of any parcel of Leased Real Property, other than tenants under any leases of the Leased Real Property who are in possession of space to which they are entitled; (vii) the Leased Real Property has been supplied with utilities and other services reasonably necessary for the operation of the Company’s or one of its Subsidiaries’ business; and (viii) each parcel of Leased Real Property abuts on and has direct vehicular access to a public road or access to a public road; (ix) there exist no defaults by the Company or any of its Subsidiaries or, to the Knowledge of Seller, default that has been threatened by any third party (including any landlord) thereunder, in each case that has affected or could reasonably be expected to affect the rights and privileges thereunder of the Company or any of its Subsidiaries; and (x) the Company or any of its Subsidiaries holds security or collateral, including Keun‑mortgage, Chonse‑right or otherwise, covering all monetary amount due to be returned to the Company or any of its Subsidiaries, as applicable, upon the expiration or termination of each such outstanding real estate property lease.