Common use of Real Property and Personal Property Clause in Contracts

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, to the Knowledge of the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all The Company does not own any real property. All real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights leased by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies Company (the “Leased Real Property,” ”) is identified in Section 2.11(a) of the Disclosure Schedule. The schedule of Leased Real Property set forth in Section 2.11(a) of the Disclosure Schedule is a complete, accurate and together correct list of the Company’s Leased Real Property. Each of the leases for the Leased Real Property set forth in Section 2.11(a) of the Disclosure Schedule is in full force and effect and has not been modified, amended or altered, in writing or otherwise. Neither the Company, nor to the knowledge of the Sellers, any other party thereto is in default under any of such leases, nor has any event occurred which, with the Owned Real Propertygiving of notice or the passage of time, or both, would give rise to a default. There exists no pending or, to the Sellers’ knowledge, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the “Company Real Property”), continued use and sets forth the name enjoyment of the landlord and Leased Real Properties. To the street address Sellers’ knowledge, there are no circumstances that would entitle any Governmental Entities or other Person to take possession or otherwise restrict use, possession or occupation of each any Leased Real Property. The Company Real Property constitutes all use and operation of the real property owned or leased and used Leased Real Properties by the Group Companies Company is in connection compliance in all material respects with all applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision and land use laws. The Company has not received any written notice, and to the BusinessSellers’ knowledge no notice is currently threatened, from any Governmental Entities advising it of a material violation (or an alleged material violation) of any such laws or regulations. (b) Copies The Company has title to all of all ALTA land title surveys its personal property and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, assets free and clear of any all Liens, except for the Permitted Liens; (ii) the Group Companies . All such personal property and assets are not in default (after expiration of applicable notice good working condition, ordinary wear and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, tear excepted. With respect to the Knowledge of personal property and assets it leases, the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute Company is in compliance with such leases and holds a violation, breach or event of default thereunder as of the date hereof on the part valid leasehold interest free of any Group Company; (iii) Liens except Permitted Liens. The Financial Statements reflect all Leases are in full force personal property and effect and, to the Knowledge assets of the Company assuming (other than assets disposed of in the due authorizationordinary course of business since November 30, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order2014). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, properties and there assets are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as Company to permit conduct its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses business as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all The Company does not own any real property. All real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights leased by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies Company (the “Leased Real Property,” ”) is identified in Section 2.11(a) of the Disclosure Schedule. The schedule of Leased Real Property set forth in Section 2.11(a) of the Disclosure Schedule is a complete, accurate and together correct list of the Company’s Leased Real Property. Each of the leases for the Leased Real Property set forth in Section 2.11(a) of the Disclosure Schedule is in full force and effect and has not been modified, amended or altered, in writing or otherwise. Neither the Company, nor to the knowledge of the Seller, any other party thereto is in default under any of such leases, nor has any event occurred which, with the Owned Real Propertygiving of notice or the passage of time, or both, would give rise to a default. There exists no pending or, to the Seller’s knowledge, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the “Company Real Property”), continued use and sets forth the name enjoyment of the Leased Real Properties. To the Seller’s knowledge, there are no circumstances that would entitle any Governmental Entities or other Person other than the Seller’s landlord and the street address to take possession or otherwise restrict use, possession or occupation of each any Leased Real Property. The Company Real Property constitutes all use and operation of the real property owned or leased and used Leased Real Properties by the Group Companies Company is in connection compliance with the Businessall applicable Laws, including, without limitation, all applicable building codes, environmental, zoning, subdivision and land use laws. The Company has not received notice from any Governmental Entities advising it of a violation (or an alleged violation) of any such laws or regulations. (b) Copies The Company has title to all of all ALTA land title surveys its personal property and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, assets free and clear of any all Liens, except for the Permitted Liens; (ii) the Group Companies . All such personal property and assets are not in default (after expiration of applicable notice good working condition, ordinary wear and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, tear excepted. With respect to the Knowledge of personal property and assets it leases, the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute Company is in compliance with such leases and holds a violation, breach or event of default thereunder as of the date hereof on the part valid leasehold interest free of any Group Company; (iii) Liens except Permitted Liens. The Financial Statements reflect all Leases are in full force material personal property and effect and, to the Knowledge assets of the Company assuming (other than assets disposed of in the due authorizationordinary course of business since December 31, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order2012). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, properties and there assets are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as Company to permit conduct its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses business as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all Neither the Company nor any of its Subsidiaries owns any real property owned either (A) in fee simple (or the equivalent interest in the applicable jurisdiction). (Bb) as Except for those matters that individually or in the aggregate have not had and would not reasonably be expected to surface (but not mineral) rights by have a Material Adverse Effect, with respect to the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, subleased or subleased by licensed to the Group Companies Company or its Subsidiaries (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned lease, sublease or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease license for such Leased Real Property (each, a “Company Lease”) is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leasesvalid, and there are no arrearages of rent under any of binding on the Leases that would allow any termination thereof andCompany or its Subsidiaries, as applicable, and to the Knowledge of the Company, there does not exist under each other party thereto, and in full force and effect, subject to Bankruptcy and Equity Exceptions, and neither the Company nor any Lease of its Subsidiaries has received or provided any written notice of any event or condition thatoccurrence that has resulted or would reasonably be expected to result (with or without the giving of notice, after notice or the lapse of time or both, would constitute ) in a violation, breach or event of default thereunder as with respect to any such Company Lease. Section 3.17(b) of the date hereof on Disclosure Letter contains a true, correct and complete list of the part street address of any Group Company; (iii) all Leases are in full force each parcel of Leased Real Property and effect andthe identification of the lessee and lessor thereunder. The Company has made available to Parent and Merger Sub true, to the Knowledge correct and complete copies of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable Leases. Except as set forth in all material respects against each Group Company party to such Lease and, to the Knowledge Section 3.17(b) of the CompanyDisclosure Letter or as, as of individually or in the Closing will beaggregate, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished had and would not reasonably be expected to the extent required under such Lease; have a Material Adverse Effect, (vi) the Group Companies do not owe any brokerage commissions Company or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy one of its Subsidiaries is in possession of the Leased Real Property (demised by each Company Lease and neither the Company nor any of its Subsidiaries currently leases to any third party or allows any third party to occupy all or any portion thereof) that is the subject matter part of such LeaseLeased Real Property and (ii) the Leased Real Property comprises all of the real property used in the conduct and operation of the business of the Company and its Subsidiaries. (ec) The Group Companies Except as, individually or in the aggregate, has not had and would not reasonably be expected to have not collaterally assigneda Material Adverse Effect, mortgaged, or granted any other security interest in any Company all of the buildings and structures on the Leased Real Property or any interest thereinare in good condition of maintenance and repair, ordinary wear and tear excepted, and are adequate, sufficient and suitable for their present uses and purposes. (fd) No Owned Real Property is subject Except as, individually or in the aggregate, has not had and would not reasonably be expected to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. Material Adverse Effect (i) Each of the Company Real Properties and each of its Subsidiaries has full good and free legally valid title to, or a good, valid and enforceable access leasehold interest in, or other right to and from public roadsuse, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary owned, used or held for the conduct use by them, free and clear of their businesses as currently conducted, subject to no Liens except for any Lien (other than Permitted Liens) and (ii) all tangible personal property owned, used or held for use by the Company and its Subsidiaries is in good operating condition and in good condition of maintenance and repair, ordinary wear and tear excepted.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all Neither the Company nor its Subsidiaries own any real property or hold an ownership interest in any real property, or have owned either or held such ownership interest in the past five years, save and except as set out in the Company Disclosure Letter (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “"Owned Real Property”) and sets forth the street address of each Owned Real Property and "). (ii) all Neither the Company nor its Subsidiaries lease any real property, hold a leasehold interest in any real property, or have a licence to use and/or occupy any real property leased, licensed, occupied, or subleased by save and except as set out in the Group Companies Company Disclosure Letter (the “"Company Leased Real Property,” "). (iii) The Company and together with its Subsidiaries have good, valid and marketable title to, and/or a valid and enforceable interest and tenure (whether a leasehold, licenced or otherwise) in the Owned Company Leased Real Property, including in and to the “fixtures thereto (collectively, the "Company Real Property”"), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (biv) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, to the Knowledge of the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of Neither the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease nor its Subsidiaries has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleasedsub-leased, licensed or otherwise granted to any Person the right to use or occupy the any Company Leased Real Property (or any portion thereof) that is save and except as set out in the subject matter of such LeaseCompany Disclosure Letter. (ev) The Group Companies have not collaterally assignedCompany and/or its Subsidiaries, mortgagedas the case may be, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemnedenjoys exclusive, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have beenpeaceful, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any quiet possession of the Company Leased Real Property in accordance with the terms of the lease thereof, is not in default or breach under such lease, and no event has occurred which, after the giving of notice, with lapse of time, or both, would constitute a default or breach by the Company and/or its Subsidiaries. The Company and/or its Subsidiaries, as the case may be, has timely paid all rent and other sums due and payable under the lease(s) for the Company Leased Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) The Company and its Subsidiaries have good and marketable title to, or valid leasehold interests in, all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with of their respective material properties and assets, free and clear of all buildingsLiens, improvements except for Company Permitted Liens. The Company and fixtures located thereon, the “Owned its Subsidiaries enjoys peaceful and undisturbed possession under all occupancy agreements for Leased Real Property”) and sets forth the street address of each Owned Real Property and . Confidential (ii) Section 3.1(cc)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list as of the date of this Agreement of all real property leased, licensedsubleased, occupiedlicensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or subleased pursuant to any other occupancy arrangement (whether written or otherwise)) by the Group Companies Company or any of its Subsidiaries in connection with the operation of the Company’s or such Subsidiary’s business as it is now being conducted (collectively, including the improvements thereon, the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (biii) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there There are no arrearages of rent under any of the Leases that would allow any termination thereof andpending or, to the Knowledge knowledge of the Company, there does not exist under threatened proceedings to take all or any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as material portion of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest thereintherein by eminent domain or any condemnation proceeding or any sale or disposition in lieu thereof. (fiv) No Owned Real Property is subject Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any decree real property (or order any material portion thereof or interest therein) or any of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (the material assets owned or, to the Knowledge knowledge of the Company, threatened leased or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessmentsotherwise held, if any) payable by the Group Companies and pertaining to the Company Real Property have beenor its Subsidiaries, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Propertymaterial interest therein. (iv) Each There are no disputes regarding boundaries, easements, covenants or other matters relating to any real property owned or, to the knowledge of the Company, leased by, the Company Real Properties has full and free legally enforceable access its Subsidiaries that would, individually or in the aggregate, have or reasonably be expected to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current usehave a Company Material Adverse Effect. (jvi) The Group Companies own All required material consents and approvals have been obtained in respect of the development of any real property owned and, to the knowledge of the Company, leased or hold under valid leases all material machinerylicenced, equipment by the Company and its Subsidiaries and any alteration, extension or other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liensimprovement thereof.

Real Property and Personal Property. (a) Part 3.8(a) of the Disclosure Schedule 3.9(asets forth a true and complete list (by address and use, if available) lists (i) of all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies Company or any of its Subsidiaries as of the date of this Agreement and material to the business of the Company and its Subsidiaries, taken as a whole (together with all buildings, improvements and fixtures located thereoncollectively, the “"Owned Real Property”"). The Company or one of its Subsidiaries, as the case may be, holds good, indefeasible, insurable, marketable (subject to any state of facts an accurate survey would show, provided same does not materially impair the current use and operation of such parcel of Owned Real Property) and sets forth valid fee simple title to the street address Owned Real Property, free and clear of each all Liens, except for Permitted Liens. Except as disclosed in Part 3.8(a) of the Disclosure Schedule, (i) there are no outstanding options or rights of first refusal or offers to purchase or lease the Owned Real Property or any portion thereof or interest therein and (ii) there are no parties (other than the Company and its Subsidiaries) in possession of any Owned Real Property. (b) Part 3.8(b) of the Disclosure Schedule sets forth a true and complete list (by address and use, if available) of all real property leased, licensed, occupied, subleased or subleased otherwise occupied by the Group Companies Company or any of its Subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of the Company and its Subsidiaries, taken as a whole (collectively, the “"Leased Real Property,” "). With respect to the Real Property (as defined below), Part 3.8(b) of the Disclosure Schedule also contains a true and together with complete list as of the Owned Real Propertydate hereof of all agreements under which the Company or any of its Subsidiaries is, as of the date hereof, the “Company Real Property”)landlord, and sets forth the name sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the landlord date hereof and are material to the street address business of the Company and its Subsidiaries, taken as a whole (each Leased a "Real PropertyProperty Lease"). The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been has heretofore made available to BuyerParent true and complete copies of the Real Property Leases. Copies Except as set forth in Part 3.8(b) of all leases the Disclosure Schedule, the leasehold interest of the Company and amendments its Subsidiaries to each Real Property Lease is not subject to any Lien, other than Permitted Liens; provided, however, that Company makes no representations or warranties as to the condition of title to any real property that may be leased by, but not owned in fee by, the Company or its Subsidiaries. Each Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Leased Real Property (individuallyleased thereunder, and is, with respect to the Company or the applicable Subsidiary of the Company, a “Lease” valid and collectively, the “Leases”) subsisting agreement in Seller’s possession have been made available to Buyer. (c) With respect to each full force and effect and constitutes a valid and binding obligation of the Owned Real Property, Company or the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each applicable Subsidiary of the Leased Real Property: (i) Company, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Lease for such Leased rights of creditors generally or by general equitable principles. The Company has not received any written notice of foreclosure, termination or cancellation of or of a breach or default under any Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any Lease that remains uncured as of the Leases, and there are no arrearages of rent under any date of the Leases that would allow any termination thereof and, Agreement nor to the Knowledge of the Company, there does not exist under any Lease Company has any event or condition thatoccurred which, after with notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to of any material obligation under any such Real Property Lease, or permit the extent required under termination or cancellation of any such Real Property Lease; . (vc) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; The Owned Real Property and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property are referred to collectively herein as the "Real Property." Except as disclosed in Part 3.8(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has (i) received written notice from any Governmental Authority of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, nor (ii) received written notice from any Governmental Authority threatening any such proceedings, in each case, affecting any portion thereof) of the Real Property that is could reasonably be expected to materially impair the subject matter occupancy or use of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or for the purposes for Table of Contents which it is currently used. Neither the Company nor any interest therein. (f) No Owned Real Property is subject to any decree or order of its Subsidiaries has received written notice of the existence of any Governmental Entity outstanding Order or of any pending Action pertaining to be sold or is being condemned, expropriated or otherwise taken by affecting any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge material portion of the Company, threatened or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect theretoProperty. As of the date hereof, none of the Group Companies have not received improvements located on any written notice parcel of proposed local improvement charges or special levies of a Real Property that is material nature with respect to any the business of the Company Real Propertyand its Subsidiaries, taken as whole, has been materially damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of the Company and its Subsidiaries in the ordinary course. (hd) No written notice To the Knowledge of violation of any applicable Law the Company, there are no conditions or of any covenantdefects, restriction latent or easement affecting otherwise, to the Company Real Property that would, individually or any part thereof or with respect in the aggregate, reasonably be expected to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Propertyhave a Material Adverse Effect. (ie) Each of Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company Real Properties and each of its Subsidiaries has full good title to, or a valid and free legally enforceable access to and from public roadsbinding leasehold interest in, which access is sufficient for all the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct owned by it, free and clear of their businesses as currently conductedall Liens, subject to no Liens except for other than Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all Neither Freedom nor FMDI own any real property owned either (A) property. Neither Freedom nor FMDI are subject to any obligation to acquire any ownership interest in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Businessproperty. (b) Copies of all ALTA land title surveys and all title insurance commitments Except as would not be reasonably expected to have, individually or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individuallyaggregate, a “Lease” and collectivelyMaterial Adverse Effect, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased each Real Property Lease is valid a valid, legally binding, enforceable obligation of Freedom or FMDI (and subsistingto the knowledge of Freedom, free the counterparty thereto) and clear of any Liensin full force and effect, except for the Permitted Liens; (ii) the Group Companies are not none of Freedom or FMDI is in breach of, or default (after expiration of applicable notice and cure periods) under under, any of the LeasesReal Property Lease, and there are no arrearages of rent under any of the Leases that would allow any termination thereof andevent has occurred which, to the Knowledge of the Companywith notice, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished by Freedom or FMDI or permit termination, modification or acceleration by any third party thereunder, and (iii) to the extent required knowledge of Freedom, no third party has repudiated or has the right to terminate or repudiate any Real Property Lease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth therein) or any provision thereof, and no third party is in material breach of or default under such any Real Property Lease; (v) the Group Companies do not owe any brokerage commissions . None of Freedom or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise FMDI has granted any Person the right to use use, sublease, or occupy any material portion of the Leased Premises, taken as a whole. (c) Freedom and FMDI have valid, good and marketable title to all personal property owned by them, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (d) All Real Property (Leases that have been entered into, replaced, amended, renewed or extended since the date of the Unaudited Freedom Financial Statements have been entered into, replaced, amended, renewed or extended in accordance with the terms and conditions of any portion thereof) that is the subject matter of such existing Real Property Lease, if applicable, or on prevailing market terms and conditions in all material respects. (e) The Group Companies Schedule 3.1(20(e)) of the Disclosure Letter sets forth a list of all Real Property Leases existing as at the announcement of the Shaw Acquisition that have been terminated or have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to been renewed since the Knowledge date of the Company, threatened or proposed order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by announcement of the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before Shaw Acquisition until the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Propertythis Agreement. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists As of the date of this Agreement (i) Schedule 3.1(23) of the Company Disclosure Letter sets forth a complete list of all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the which constitutes Owned Real Property, including the “Company Real Property”)legal description, street address, and sets forth the name of person that owns such property; (ii) the landlord and the street address of each Leased Real Property. The Company Real Property constitutes or its Subsidiaries, as applicable, have title to all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens, and (iii) except as disclosed in Schedule 3.1(23) of the Company Disclosure Letter, there are no outstanding options or obligations to purchase or rights of first offer, refusal or opportunity to purchase, the Owned Real Property or any portion thereof or interest therein. Except as disclosed in Schedule 3.1(23) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has granted any Person the right to use, lease or occupy any material portion of the Owned Real Property, taken as a whole. (b) (i) Schedule 3.1(23) of the Company Disclosure Letter sets forth a complete list of all Real Property Leases in existence as of the date of this Agreement, including the street address of the Leased Premises; (ii) the Group Companies are not in default (after expiration of applicable notice Company has delivered to the Purchaser true, correct and cure periods) under any complete copies of the LeasesReal Property Leases in all material respects, and there are no arrearages of rent under any of each Real Property Lease is valid, legally binding, enforceable against the Leases that would allow any termination thereof Company (and, to the Knowledge Company’s knowledge, the counterparty thereto), and in full force and effect, (ii) to the knowledge of the Company, there does not exist under neither the Company nor any Lease of its Subsidiaries is in breach of, or default under, any Real Property Lease, and no event or condition thathas occurred which, after notice or with notice, lapse of time or both, would constitute such a violation, breach or event default by the Company or any of default its Subsidiaries or permit termination, modification or acceleration by any third party thereunder and except as set forth in Schedule 3.1(23) of the date hereof on Company Disclosure Letter, the part execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Group Company; Real Property Lease, or otherwise adversely affect the continued use and possession of the Leased Premises for the conduct of business as presently conducted, and (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge knowledge of the Company, as no third party has repudiated or has the right to terminate or repudiate any Real Property Lease (except for the normal exercise of the Closing will be, if not previously terminated remedies in connection with a default thereunder or expired, enforceable in all material respects against the other party thereto in accordance with the express terms any termination rights set forth therein) or any provision thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws no third party is in material breach of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which under any Real Property Lease. Neither the Company nor any of its Subsidiaries has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use use, sublease, or occupy of the Leased Real Property (or any portion thereof) that is the subject matter of such LeasePremises. (ec) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to To the Knowledge knowledge of the Company, threatened or proposed order). (g) All Taxes (including real the Leased Premises are in good operating condition and personal property Taxes repair, reasonable wear and assessments and all special assessmentstear expected, if any) payable is maintained by the Group Companies and pertaining to Company in a manner consistent with the Company requirements of the relevant Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereonLease, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary otherwise suitable for the conduct of their businesses the business of the Company or its Subsidiaries, as currently conductedapplicable. (d) The Company and its Subsidiaries have valid, subject good and marketable title to no Liens all personal property owned by them, except for Permitted Liensas would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all Neither the Company nor its Subsidiaries own any real property owned either (A) or hold an ownership interest in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and any real property. (ii) all Neither the Company nor its Subsidiaries lease any real property, hold a leasehold interest in any real property, or have a licence to use and/or occupy any real property leased, licensed, occupied, or subleased by save and except as listed in the Group Companies Company Disclosure Schedule (the “‘‘Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”’’), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (biii) Copies of all ALTA land The Company and its Subsidiaries have good, valid and marketable title surveys to, and/or a valid and all title insurance commitments enforceable interest and tenure (whether leasehold, licenced or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”otherwise) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid , including in and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, to the Knowledge of fixtures thereto (collectively, the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the Company, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; ‘‘Real Property’’). (iv) no security deposit or portion thereof deposited with respect to such Lease Neither the Company nor its Subsidiaries has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleasedsub-leased, licensed or otherwise granted to any Person the right to use or occupy any Leased Real Property. (v) The Company and/or its Subsidiaries, as the case may be, enjoys exclusive, peaceful, and quiet possession of the Leased Real Property (in accordance with the terms of the lease thereof, is not in default or any portion thereofbreach under such lease, and no event has occurred which, after the giving of notice, with lapse of time, or both, would constitute a default or breach by the Company and/or its Subsidiaries. The Company and/or its Subsidiaries, as the case may be, has timely paid all rent and other sums due and payable under the lease(s) that is for the subject matter of such LeaseLeased Real Property. (evi) The Group Companies Real Property is sufficient for the purpose of the business of the Company and its Subsidiaries as presently conducted, and the Company and its Subsidiaries own, lease or licence all personal property as is necessary for them to conduct their business as presently conducted (collectively, the ‘‘Personal Property’’), and the Company and its Subsidiaries have not collaterally assigned, mortgagedgood and valid title to, or granted any other security a valid and enforceable interest in any Company Real Property (whether a leasehold interest or any interest thereinotherwise) in, all of such Personal Property. (fvii) No Owned Real Property is subject to any decree There are no suits, actions or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (proceedings pending or, to the Knowledge knowledge of the Company, threatened against or proposed order)affecting any of the Real Property or Personal Property before any Governmental Entity. (gviii) All Taxes (including real and personal property Taxes and assessments and all special assessmentsThere are no pending, if any) payable by the Group Companies and pertaining or to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As knowledge of the date hereofCompany, the Group Companies have not received any written notice of proposed local improvement charges threatened condemnation or special levies of a material nature expropriation proceedings with respect to any of the Company Real Property. (hix) No written notice Person has any right of violation first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any applicable Law of the Real Property(or any portion thereof or interest therein) or any of any covenant, restriction the material assets owned or easement affecting leased or otherwise held by the Company Real Property or its Subsidiaries, or any part thereof or interest therein, except in connection with respect the Arrangement. (x) There is/are no material breach(es) of any covenant affecting title to the use Real Property which is/are outstanding. (xi) There are no disputes regarding boundaries, easements, covenants or occupancy other matters relating to any of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (ixii) Each The current uses of the Company Real Properties has full Property is lawful and free legally enforceable access to valid under all applicable Law and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, any permission authorizing such uses are unconditional and is zoned so as to permit its current usepermanent. (jxiii) The Group Companies own All required consents and approvals have been obtained in respect of the development of the Real Property and any alteration, extension or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liensimprovement thereof.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyerthe Buyer Parties. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyerthe Buyer Parties. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, to the Knowledge of the CompanySeller, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as of the date hereof Execution Date on the part of any Group Company; (iii) all Leases are in full force and effect and, to the Knowledge of the Company Seller assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge of the CompanySeller, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the CompanySeller, threatened or proposed decree or order). (g) All Taxes (including real and personal property Taxes and assessments and all special assessments, if any) payable by the Group Companies and pertaining to the Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (ih) Each of the Company Real Properties has full and free legally enforceable legal access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and . None of the Group Companies have received written notice that any Company Real Property is zoned so as to permit its current usein violation of zoning laws. (ji) The Group Companies have good and marketable title to or, in the case of property held under a lease or other Contract, hold pursuant to valid and enforceable leases, all of the tangible personal property reflected in the unaudited balance sheets of the Group Companies as of June 30, 2021, except for assets sold in the Ordinary Course and Excluded Assets (the “Purchased Tangible Personal Property”). None of the Purchased Tangible Personal Property is subject to any Lien other than Permitted Liens. The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property (excluding, for the avoidance of doubt, Intellectual Property) necessary for the conduct of their businesses respective business and operations as currently conducted. (j) Except as set forth in Schedule 3.9(j), subject each item of the Purchased Tangible Personal Property is usable for its intended purpose in the ordinary course of business consistent with past practice and is (i) ready to deploy, and (ii) well maintained, with no Liens except material expenditures necessary to make deployable for Permitted Lienseach such Purchased Tangible Personal Property’s intended purpose. All inventory is, in all material respects, of a quantity consistent with the quantity levels maintained in the Ordinary Course. (k) Nothing in this Section 3.9 shall be construed as a representation or warranty regarding any Company Real Property or tangible personal property that is an Excluded Asset.

Real Property and Personal Property. (a) Schedule 3.9(a) lists Except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Company or its Subsidiaries, as applicable, have valid, good and marketable title to all real property owned either (A) in fee simple or (B) as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”), and sets forth the name of the landlord and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession have been made available to Buyer. Copies of all leases and amendments thereto with respect to the Leased Real Property (individually, a “Lease” and collectively, the “Leases”) in Seller’s possession have been made available to Buyer. (c) With respect to each of the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; , and (ii) the Group Companies are not except as disclosed in default (after expiration of applicable notice and cure periodsSchedule 3.1(24)(a) under any of the LeasesCompany Disclosure Letter, and there are no arrearages outstanding options or obligations to purchase or rights of rent under first offer, refusal or opportunity to purchase, the Owned Properties, or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries has granted any Person the Leases that would allow right to use, lease or occupy any termination thereof and, to the Knowledge material portion of the CompanyOwned Real Property, there does taken as a whole. (b) Except as would not exist under be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Real Property Lease is valid, legally binding, enforceable and in full force and effect, (ii) none of the Company or any Lease of its Subsidiaries is in breach of, or default under, any Real Property Lease, and no event or condition thathas occurred which, after notice or with notice, lapse of time or both, would constitute such a violation, breach or event default by the Company or any of default thereunder as of the date hereof on the part of its Subsidiaries or permit termination, modification or acceleration by any Group Company; third party thereunder, and (iii) all Leases are in full force and effect and, to the Knowledge of the Company assuming the due authorization, execution and delivery by any other party thereto, are currently enforceable in all material respects against each Group Company party to such Lease and, to the Knowledge knowledge of the Company, as no third party has repudiated or has the right to terminate or repudiate any Real Property Lease (except for the normal exercise of the Closing will be, if not previously terminated remedies in connection with a default thereunder or expired, enforceable in all material respects against the other party thereto in accordance with the express terms any termination rights set forth therein) or any provision thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws no third party is in material breach of general applicability relating to or affecting creditors’ rights and to general principles of equity; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which under any Real Property Lease. Neither the Company nor any of its Subsidiaries has not been replenished to the extent required under such Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use use, sublease, or occupy any material portion of the Leased Real Property (or any portion thereof) that is the subject matter of such LeasePremises, taken as a whole. (ec) The Group Companies Company and its Subsidiaries have not collaterally assignedvalid, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject good and marketable title to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (or, to the Knowledge of the Company, threatened or proposed order). (g) All Taxes (including real and all personal property Taxes and assessments and all special assessmentsowned by them, if any) payable by except as would not, individually or in the Group Companies and pertaining aggregate, be reasonably expected to the have a Company Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto. As of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real PropertyMaterial Adverse Effect. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient for the purposes of the operation of the Business thereon, and is zoned so as to permit its current use. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liens.

Real Property and Personal Property. (a) Schedule 3.9(a) lists (i) all All of the real property and interests in real property owned either by or leased as tenant by any of the Acquired Companies is identified in Schedule 4.11(a) of the Disclosure Schedules (A) in fee simple or (B) herein referred to as to surface (but not mineral) rights by the Group Companies (together with all buildings, improvements and fixtures located thereon, the “Owned Real Property”) and sets forth the street address of each Owned Real Property and (ii) all real property leased, licensed, occupied, or subleased by the Group Companies (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”). All leases of any portion of Real Property are identified in Schedule 4.11(a) of the Disclosure Schedules, and sets forth the name of the landlord true, correct and the street address of each Leased Real Property. The Company Real Property constitutes all of the real property owned or leased and used by the Group Companies in connection with the Business. (b) Copies of all ALTA land title surveys and all title insurance commitments or policies in respect of the Owned Real Property in Seller’s possession complete copies thereof have been made available to the Buyer. Copies of , together with all leases amendments, modifications, waivers (that pertain to any period from and amendments after the Effective Date) and side letters related thereto with respect to the Leased Real Property (individually, each individually a “Lease” and and, collectively, the “Leases”) in Seller’s possession have ). Each Lease has been made available to Buyer. (c) With respect to each of duly authorized and executed by the Owned Real Property, the Group Company that is the owner thereof has good and valid fee simple title as a party thereto subject only to Permitted Liens. (d) With respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is valid and subsisting, free and clear of any Liens, except for the Permitted Liens; (ii) the Group Companies are not in default (after expiration of applicable notice and cure periods) under any of the Leases, and there are no arrearages of rent under any of the Leases that would allow any termination thereof and, to the Knowledge of the Company, there does not exist under any Lease any event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder as each of the date hereof on the part of any Group Company; (iii) all Leases are other parties thereto, and is in full force and effect andeffect. The Company has a good, marketable and valid leasehold interest in each Real Property subject to a Lease. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company is not in default under the Lease, nor, to the Knowledge of the Company, has any event occurred which, with the giving of notice or the passage of time, or both, would give rise to such a default or permit termination, modification or acceleration under the Lease; (iii) no party to any Lease has asserted a claim against the other party thereto that has not been resolved as of the Effective Date; (iv) the Lease has not been modified except as set forth on Schedule 4.11(a); (v) the Company assuming has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the due authorizationLease; and (vi) each Lease covers the entire estate it purports to cover. To the Knowledge of the Company: (A) each other party to each of said L▇▇▇▇▇ is not in default under any of said Leases and (B) there is no event which, execution with the giving of notice or the passage of time, or both, would give rise to such a default. After giving effect to the Closing, each Lease will be valid and delivery effective in accordance with its terms. (b) The Acquired Companies do not own any Real Property. All of the real property owned by any other of the Private Funds or any Subsidiary of a Private Fund is identified in Schedule 4.11(b) of the Disclosure Schedules (herein referred to as the “Fund Real Property”). True, correct and complete copies of any portion of the Fund Real Property have been made available to the Buyer, together with all amendments, modifications, waivers (that pertain to any period from and after the Effective Date) and side letters related thereto (each individually an “Owned Property Lease” and, collectively, the “Fund Property Leases”). Each Fund Property Lease has been duly authorized and executed by the applicable Private Fund as a party thereto, are currently enforceable in all material respects against each Group Company party to such Lease thereto and, to the Knowledge of the Company, as each of the Closing will beother parties thereto, if not previously terminated or expiredand is in full force and effect. With respect to each Fund Property Lease: (i) such Fund Property Lease is legal, valid, binding, enforceable and in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium full force and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equityeffect; (ivii) no security deposit Private Fund or portion thereof deposited with respect to such Lease has been applied in respect Subsidiary of a breach or Private Fund is in default thereunder which has not been replenished to the extent required under such Fund Property Lease; (v) the Group Companies do not owe any brokerage commissions or finder’s fees with respect to such Lease; and (vi) the Group Companies have not subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease. (e) The Group Companies have not collaterally assigned, mortgaged, or granted any other security interest in any Company Real Property or any interest therein. (f) No Owned Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor (ornor, to the Knowledge of the Company, threatened has any event occurred which, with the giving of notice or proposed orderthe passage of time, or both, would give rise to such a default or permit termination, modification or acceleration under such Fund Property Lease; (iii) no party to any Fund Property Lease has asserted a claim against the other party thereto that has not been resolved as of the Effective Date; (iv) the Lease has not been modified except as has been made available to the Buyer; (v) no Private Fund or Subsidiary of a Private Fund has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the such Fund Property Lease; and (vi) each Fund Property Lease covers the entire estate it purports to cover. After giving effect to the Closing, each Fund Property Lease will remain valid and effective in accordance with its terms. (c) Each third party valuation and/or appraisal of each Fund Real Property, including each mark-to-market valuation and/or appraisal, as of the Effective Date has been (and, as of the Closing Date, will have been) conducted and performed by a bona fide independent third party valuation and/or appraisal firm capable of valuing and/or appraising such Fund Real Property (including by conducting and performing mark-to-market valuations and/or appraisals) in good faith and in material compliance with all applicable Laws and industry standards, and none of any Acquired Company, any Private Fund, or any of their respective Affiliates as of the Effective Date has (or, as of the Closing Date, will have) relied upon or utilized any other third-party valuation and/or appraisal of any Fund Real Property (whether in respect of the Business, any financial statements relating to the Business, or otherwise). (gd) All Taxes The Acquired Companies have good and marketable title to, a valid leasehold interest in or a valid license to use, all of the tangible assets used by such Acquired Companies, or shown on the Most Recent Balance Sheet or acquired thereafter (collectively, the “Tangible Assets”), free and clear of all Liens. The Tangible Assets are in good operating condition (normal wear and tear excepted) and are fit in all material respects for use in the ordinary course of business. The Tangible Assets, including real all improvements and personal property Taxes modifications thereto, and assessments and all special assessments, if any) payable the use of such assets by the Group Companies and pertaining Company, conform to the Company Real Property have been, applicable zoning and will continue to be, paid building laws in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect theretoall material respects. As The Tangible Assets constitute all of the date hereof, the Group Companies have not received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Company Real Property. (h) No written notice of violation of any applicable Law or of any covenant, restriction or easement affecting the Company Real Property or any part thereof or with respect to the use or occupancy of the Company Real Property or any part thereof has been received by the Group Companies from any Governmental Entity having jurisdiction over such Company Real Property. (i) Each of the Company Real Properties has full and free legally enforceable access to and from public roads, which access is sufficient tangible assets that are necessary for the purposes of the current operation of the Business thereonAcquired Companies’ respective businesses. Since the date of the Most Recent Balance Sheet, and is zoned so as no Acquired Company has suffered any theft, damage, destruction or casualty loss to permit its current usethe Tangible Assets, whether or not covered by insurance. (j) The Group Companies own or hold under valid leases all material machinery, equipment and other tangible personal property necessary for the conduct of their businesses as currently conducted, subject to no Liens except for Permitted Liens.