Common use of Real Property; Leasehold Clause in Contracts

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b3.8(b) of the Company Disclosure Schedule sets forth an accurate and complete a list of each lease lease, sublease or other Contract pursuant to which any of the API Acquired Corporations leases real property from any other Person (such leases, subleases or other Contracts required to be listed thereon, the “API Real Estate Company Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, including all buildings, structures, fixtures and other improvements leased to the API Acquired Corporations, is referred to as the “API Leased Real Property.”) ). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and Environmental Laws and other Legal Requirements. There is no Legal Proceeding pending, or, to the knowledge of the Company, threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active There are no subleases, licenses, occupancy agreements and or other Company Contracts granting to any Person (other than any API Corporation) a contractual obligations that grant the right of use or occupancy of any of the API Leased Real Property. Except as set forth in Property to any Person other than the leases or subleases identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, and there is no Person in possession of any API of the Leased Real Property other than an API Corporationthe Acquired Corporations. Since January 1, 2010, none Each of the API Acquired Corporations has received complied in all material respects with the terms of all Company Leases relating to the Leased Real Property, and all such Company Leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent true, correct and complete copies of all Company Leases. No Acquired Corporation is party to any written notice (Contract or, to the knowledge of the Company, subject to any other communicationclaim that may require the payment of any real estate brokerage commissions, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim and no commission is owed with respect to any occupancy agreement with respect to any API of the Leased Real Property. The Leased Real Property which has not been fully remedied and withdrawnconstitutes all real property used in or necessary to conduct the business of each Acquired Corporation as currently being conducted.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a3.10(a) of the Company Parent Disclosure Schedule, no API Corporation ▇▇▇▇ Corporations owns any real property. An API A ▇▇▇▇ Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a3.10(a) of the Company Parent Disclosure Schedule (the “Company Parent Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API ▇▇▇▇ Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent the Company prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Parent Owned Real Property that are not yet due and payable. No Person other than an API a ▇▇▇▇ Corporation has any ownership interest in any Company Parent Owned Real Property. None of the API ▇▇▇▇ Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the CompanyParent, threatened with respect to any material portion of the Company any Parent Owned Real Property. No API Corporation ▇▇▇▇ Corporations has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Parent Owned Real Property or (B) any physical damage to any Company Parent Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Parent Owned Real Property subject thereto or materially impair the operations of any of the API ▇▇▇▇ Corporations. (b) Part 2.10(b3.10(b) of the Company Parent Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API ▇▇▇▇ Corporations leases real property from any other Person (“API ▇▇▇▇ Real Estate Leases”). (All real property leased to the API ▇▇▇▇ Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b3.10(b) of the Company Parent Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API ▇▇▇▇ Corporations, is referred to as the “API ▇▇▇▇ Leased Real Property.”) To the knowledge of the CompanyParent, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API ▇▇▇▇ Leased Real Property. Part 2.10(b3.10(b) of the Company Parent Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Parent Contracts granting to any Person (other than any API Corporation▇▇▇▇ Corporations) a right of use or occupancy of any of the API ▇▇▇▇ Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b3.10(b) of the Company Parent Disclosure Schedule, there is no Person in possession of any API ▇▇▇▇ Leased Real Property other than an API a ▇▇▇▇ Corporation. Since January 1, 2010, none of the API ▇▇▇▇ Corporations has received any written notice (or, to the knowledge of the CompanyParent, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API ▇▇▇▇ Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to any agreement to purchase or sell any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b?3.8(b) of the Company Disclosure Schedule sets forth an accurate and complete a list of each lease lease, sublease or other agreement (the “Company Leases”) pursuant to which any of the API Acquired Corporations leases real property from any other Person (“API Real Estate Leases”)Person. (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, including all buildings, structures, fixtures and other improvements leased to the API Acquired Corporations, is are referred to as the “API Leased Real Property.”) ). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and environmental laws and other Legal Requirements. There is no Legal Proceeding pending, or to the knowledge of the Company threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active There are no subleases, licenses, occupancy agreements and or other Company Contracts granting to any Person (other than any API Corporation) a contractual obligations that grant the right of use or occupancy of any of the API Leased Real Property. Except as set forth in Property to any Person other than the leases or subleases identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, and there is no Person in possession of any API of the Leased Real Property other than an API Corporationthe Acquired Corporations. Since January 1, 2010, none Each of the API Acquired Corporations has received any written notice complied in all material respects with the terms of all leases (orto which they are parties) relating to the Leased Real Property, to and all such leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent accurate and complete copies of all leases, subleases or other material agreements pursuant to which any of the Acquired Corporations leases real property from any other communicationPerson. To the knowledge of the Company, whether written no Acquired Corporation is party to any Contract or otherwise) subject to any claim that may require the payment of a defaultany real estate brokerage commissions, alleged failure to perform, or any offset or counterclaim and no commission is owed with respect to any occupancy agreement with respect to any API of the Leased Real Property which has not been fully remedied and withdrawnProperty.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) No member of the Company Disclosure Schedule, no API Corporation Target Group owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), property or any interest in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date other than as set out in Annex A of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) 3 of the Company Disclosure Schedule sets forth an accurate and complete list Annex A of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule this Agreement contains an accurate a true and complete list of all active subleasesleases (including any variations thereto) of real property (collectively, occupancy agreements the “Real Property Leases”) to which a member of the Target Group is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and other Company Contracts granting sets forth the address and full conveyancing description (including landowner title number if any), leasehold title number, lease term dates and passing rent of such leased real property. Except as set out in Section 3.7 of the Sellers’ Disclosure Schedule, each Real Property Lease is valid and binding and has not been terminated or repudiated and the parties to each lease (or variation) were entitled and qualified to enter in to the same and each was validly executed by them. Each Real Property Lease has been registered at the Land Registry or in the Land Register of Scotland (as appropriate) and no member of the Target Group has withdrawn any Person (other than any API Corporation) a right of use or occupancy application for registration of any of the API Leased Real Property. Except as set forth Property Leases at the Land Registry of England and Wales or in the leases Land Register of Scotland and no such applications have been rejected. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or subleases identified in Part 2.10(bmade available to FID. Final execution version - MPL / MP2L (i) None of such buildings, structures or appurtenances that are the subject of the Company Disclosure ScheduleReal Property Leases (or any equipment therein), there is no Person in possession nor the operation or maintenance thereof, nor the grant of the Real Property Leases violates to the Knowledge of the Sellers any restrictive covenant, right or other burdens whether registered or otherwise or any provision of any API Leased Law, or encroaches on any property owned by others in any manner. (ii) With respect to each Real Property other than an API Corporation. Since January 1, 2010, none Lease pursuant to which any member of the API Corporations Target Group is a lessor or sublessor: all rents and additional rents due on each such Real Property Lease have been paid, and in each case, the lessee has received been in peaceable possession since the commencement of the original term of such Real Property Lease and is not otherwise in default thereunder which would give rise to a right to the landlord under the relevant Real Property Lease and no waiver, indulgence or postponement of the lessee’s or sublessee’s obligations thereunder has been granted by any written notice member of the Target Group, and there exists no such material or substantial default or event, occurrence, condition or act in respect of or on the part of any member of the Target Group which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become such material or substantial default or event of default under any such Real Property Lease. (oriii) With respect to each Real Property Lease pursuant to which any member of the Target Group is a lessee or sublessee: (a) such member of the Target Group has a valid leasehold interest in all leased real property described in each Real Property Lease, free and clear of any and all Liens, except for Permitted Liens, (b) in each case, such member of the Target Group has been in peaceable, undisturbed and exclusive possession since the commencement of the original term of such Real Property Lease and is not in default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of such member of the Target Group which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under any such Real Property Lease, and (c) in each case, to the knowledge Knowledge of the CompanySellers, such member of the Target Group has adequate rights of ingress and egress for operation of the business of such member of the Target Group in the ordinary course. There are no restrictions, obligations, conditions, reservations, burdens, easements, overriding interests, servitudes, wayleaves or rights of way whether registered or not which are unduly onerous on or which would adversely affect the Projects or would prevent any other communicationmember of the Target Group from constructing, whether written installing, operating, maintaining and decommissioning any of the Projects. No condemnation proceeding is, to the Knowledge of the Sellers, pending or otherwise) threatened which would preclude or impair the use of a default, alleged failure to perform, or any offset or counterclaim with respect to such property by any occupancy agreement with respect to any API Leased member of the Target Group for the purposes for which it is currently used. The real property described in the Real Property which has not been fully remedied Leases is, to the Knowledge of the Sellers, all the real property that is necessary for the construction, installation, operation, maintenance and withdrawn.decommissioning of the Projects. Final execution version - MPL / MP2L

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns Neither Arq nor its Subsidiaries own nor have ever owned any real property. An API Corporation owns fee simple title Arq has made available to all of the real properties set forth on Part 2.10(aADES (a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleasesreal properties with respect to which Arq or its Subsidiaries directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Arq or its Subsidiaries, occupancy agreements and (b) copies of all leases (including all amendments, extensions, renewals, guaranties and other Company Contracts granting to agreements with respect thereto) under which any Person such real property is possessed (other than any API Corporation) a right the “Arq Real Estate Leases”), each of use or occupancy which is in full force and effect and is legal, valid and binding on each party thereto. To the Knowledge of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure ScheduleArq, there is no Person existing material default under any Arq Real Estate Lease by any party thereto and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Arq Real Estate Lease. Arq’s and its Subsidiaries’ use and operation of each such leased property conforms to all applicable Laws in all material respects, and Arq or its Subsidiaries, as applicable, has exclusive possession of each such leased property and has not granted any API Leased Real Property occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than an API CorporationPermitted Encumbrances. Since January 1, 2010, none of the API Corporations Neither Arq nor its Subsidiaries has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, from its landlords or any offset Governmental Body that: (i) relates to violations of building, zoning, safety or counterclaim fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any occupancy agreement of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties. Arq’s or its Subsidiaries’, as applicable, possession and quiet enjoyment of the leased real property under each Arq Real Estate Lease has not been disturbed, and to the Knowledge of Arq, there are no material disputes with respect to any API Leased Arq Real Property which has not been fully remedied Estate Lease. Neither Arq nor its Subsidiaries have collaterally assigned or granted any other security interest in any Arq Real Estate Lease or any interest therein that would reasonably be expected to be, individually or in the aggregate, material to Arq and withdrawnits Subsidiaries, taken as a whole.

Real Property; Leasehold. (a) Except None of the Company or any Company Subsidiary owns any real property or any fee title interest in real property. (b) Section 3.7 of the Company Disclosure Schedule contains a true and complete list of all leases of real property (collectively, the “Real Property Leases”) to which the Company and each Company Subsidiary is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and sets forth the street address and legal description of such leased real property. Each of the Real Property Leases is a valid and binding lease and has not been terminated or repudiated. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to LEC. None of the Company or any Company Subsidiary leases real property as a lessor or sub-lessor, except to a Company Subsidiary. (c) None of such buildings, structures or appurtenances utilized in connection with a Project and that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any real property owned by others. (d) With respect to each Real Property Lease pursuant to which the Company or each Company Subsidiary is a lessee or sublessee: the Company or such Company Subsidiary has a valid leasehold interest in all leased real property described in each of the Real Property Leases, free and clear of any and all Liens, except for Permitted Encumbrances, and in each case, except as set forth in Part 2.10(a) on Section 3.7 of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all the Company or the Company Subsidiary has been in peaceable possession since the commencement of the real properties set forth original term of such Real Property Lease and is not in default thereunder and there exists no default or event, occurrence, condition or act in respect of or on Part 2.10(a) the part of the Company Disclosure Schedule or any Company Subsidiary which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under any such Real Property Lease. All of the buildings, structures and appurtenances utilized in connection with a Project and that are the subject of the Real Property Leases are in good operating condition (the “Company Owned Real Property”ordinary wear and tear excepted), in each case free are adequate and clear of all Encumbrances except suitable for (i) minor Encumbrances that will notthe purposes for which they are presently being used by the Company or any Company Subsidiary and, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such each, the Company Owned Real Property that are not yet due and payableeach Company Subsidiary have adequate rights of ingress and egress for operation of the business of the Company or each Company Subsidiary, as applicable, in the ordinary course. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are proceeding is pending or, to the knowledge Knowledge of the Company, threatened with respect to which would preclude or impair the use of any material portion of such property by the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair Subsidiary for the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets purposes for which it is currently used. Except as set forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) on Section 3.7 of the Company Disclosure Schedule, including the real property described in the Real Property Leases is all buildings, structures, fixtures the real property that is necessary for the operation and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge maintenance of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawnProjects.

Real Property; Leasehold. (a) Except as set forth The Company does not own, and never has owned, any interest in Part 2.10(areal property, except for the leaseholds created under the real property leases (including all amendments, extensions, renewals, guarantees and other agreements with respect thereto) identified in Section 2.9 of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Leased Real Property” and such leases, the “Real Property Leases”). The Leased Real Property listed on Section 2.9 of the Disclosure Schedule comprises all material real property interests used in the conduct of the business and operations of the Company as currently conducted. (b) The Company is in material compliance with all Real Property Leases and has a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will notLiens, other than Permitted Encumbrances. There are no subleases or agreements to sublease, or other tenancies in effect with respect to, the Leased Real Property in which the Company has granted any case other Person the right to occupy or use any Leased Real Property, and no Person is in the aggregate, materially detract from the value possession of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Leased Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the . The Company Owned Real Property. No API Corporation has not received written notice of (Ai) any structural defects breach or default, or intention to terminate or not renew, any Real Property Lease or (ii) any eminent domain, condemnation or similar proceeding pending or threatened, against all or any material violation portion of Legal Requirements relating any Leased Real Property, and to the Company’s Knowledge no event has occurred which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any Company Owned such Real Property Lease. To the Company’s Knowledge, no defect exists in any building or (B) any physical damage to any Company Owned other improvement situated on the Leased Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any the Leased Real Property as currently conducted. To the Company’s Knowledge, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems servicing each parcel of Leased Real Property are sufficient for the continued operation of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) business of the Company Disclosure Schedule, there is no Person in possession of any API as currently conducted on such Leased Real Property other than an API Corporationin all material respects. Since January 1There are no recorded or unrecorded agreements, 2010, none of easements or encumbrances that have been entered into by the API Corporations has received any written notice (Company or, to the knowledge Knowledge of the Company, any other communicationparty, whether written that materially interfere with the continued access to or otherwise) operation of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API the business of the Company as currently conducted on all Leased Real Property which has not been fully remedied and withdrawnProperty.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule 2.6 (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(ba) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease parcel of real property owned by the Company or one of its Subsidiaries (the “Owned Real Property”). With respect to Owned Real Property, (i) the Company or one of its Subsidiaries, as applicable, has good and marketable fee simple title, free and clear of all Encumbrances, (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any other Person the right to use or occupy such Owned Real Property or any portion thereof, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof or interest therein, and (iv) there is no condemnation or other proceeding in eminent domain pending or, to the Company’s Knowledge, threatened affecting such Owned Real Property or any portion thereof or interest therein. (b) Part 2.6(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease: (i) pursuant to which any of the API Corporations leases real property from is being leased to the Company or any other Person of its Subsidiaries; and (“API Real Estate Leases”)ii) having aggregate lease payments in excess of $250,000 over the 12-month period commencing on the date of this Agreement. (All real property leased to the API Corporations pursuant to the real property leases identified Company or required to be identified in Part 2.10(b) any of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, its Subsidiaries is referred to as the “API Leased Real Property”.” (c) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b2.6(c) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts Contracts: (i) granting to any Person (other than the Company or any API Corporationof its Subsidiaries) a right of use or occupancy of any of the API Leased Real Property. Except as set forth ; and (ii) having aggregate payments in excess of $250,000 over the leases or subleases identified in Part 2.10(b12-month period commencing on the date of this Agreement. (d) The plant, tangible property and equipment of each of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none and each Subsidiary of the API Corporations has received any written notice Company that are used in the operations of their respective businesses are (ori) suitable in all material respects for the uses to which they are currently employed, (ii) in good operating condition (ordinary wear and tear excepted), and (iii) to the knowledge Company’s Knowledge, free from material defects that would reasonably be expected to have a material impact on the conduct of the Company, any other communication, whether written business of the Company or otherwise) such Subsidiary as currently conducted. All properties used in the operations of a default, alleged failure to perform, the Company or any offset or counterclaim with respect Subsidiary of the Company are reflected on the Company Balance Sheet to any occupancy agreement with respect the extent required under GAAP to any API Leased Real Property which has not been fully remedied and withdrawnbe so reflected.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) No member of the Company Disclosure Schedule, no API Corporation Target Group owns any real property. An API Corporation owns fee simple title to all of the property or any interest in real properties property other than as set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or out in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API CorporationsSeller’s Disclosure Schedule. (b) Part 2.10(b) Annex B of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule this Agreement contains an accurate a true and complete list of all active subleasesleases (including any variations thereto) of real property (collectively, occupancy agreements the “Real Property Leases”) to which a member of the Target Group is a party (as lessee, sublessee, sublessor or lessor) as of the date hereof and other Company Contracts granting sets forth the address and full conveyancing description (including landowner title number if any), leasehold title number, lease term dates and passing rent of such leased real property. Each Real Property Lease is valid and binding and has not been terminated or repudiated and each member of the Target Group that is a party to any Person such lease (or variation) and to the Knowledge of the Seller each of the other than parties, were entitled and qualified to enter in to the same and each was validly executed by them. Except as disclosed in Section 3.7 of the Seller’s Disclosure Schedule, each Real Property Lease has been registered at the Land Registry or in the Land Register of Scotland (as appropriate) and no member of the Target Group has withdrawn any API Corporation) a right of use or occupancy application for registration of any of the API Leased Real Property. Except as set forth Property Leases at the Land Registry of England and Wales or in the leases Land Register of Scotland and no such applications have been rejected. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or subleases identified in Part 2.10(bmade available to FID. (i) None of such buildings, structures or appurtenances that are the subject of the Company Disclosure ScheduleReal Property Leases (or any equipment therein), there is no Person in possession nor the operation or maintenance thereof, nor the grant of the Real Property Leases violates to the Knowledge of the Seller any restrictive covenant, right or other burdens whether registered or otherwise or any provision of any API Leased Law, or encroaches on any property owned by others in any manner. (ii) With respect to each Real Property other than an API Corporation. Since January 1, 2010, none Lease pursuant to which any member of the API Corporations Target Group is a lessor or sublessor: all rents and additional rents due on each such Real Property Lease have been paid, and in each case, the lessee has received been in peaceable possession since the commencement of the original term of such Real Property Lease and is not otherwise in material or substantial default thereunder which would give rise to a right to the landlord under the relevant Real Property Lease and no waiver, indulgence or postponement of the lessee’s or sublessee’s obligations thereunder has been granted by any written notice member of the Target Group, and there exists no such material or substantial default or event, occurrence, condition or act in respect of or on the part of any member of the Target Group which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become such material or substantial default or event of default under any such Real Property Lease. (oriii) With respect to each Real Property Lease pursuant to which any member of the Target Group is a lessee or sublessee: (a) such member of the Target Group has a valid leasehold interest in all leased real property described in each Real Property Lease, free and clear of any and all Liens, except for Permitted Liens, (b) in each case, such member of the Target Group has been in peaceable, undisturbed and exclusive possession since the commencement of the original term of such Real Property Lease or if later the date on which it acquired the relevant Real Property Lease, (except to the extent that it may share the relevant site with a distribution network operator) and is not in material default thereunder and there exists no default or event, occurrence, condition or act in respect of or on the part of such member of the Target Group which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a material default or event of default under any such Real Property Lease, and (c) in each case, to the knowledge Knowledge of the Company, any other communication, whether written or otherwise) Seller (based on the initial property searches commissioned by the Target Group at the time of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased acquisition of the relevant Real Property and without updating those property searches), such member of the Target Group has adequate rights of ingress and egress for operation of the business of such member of the Target Group in the ordinary course. To the Knowledge of the Seller, there are no restrictions, obligations, conditions, reservations, burdens, easements, overriding interests, servitudes, wayleaves or rights of way whether registered or not which has not been fully remedied are unduly onerous on or which would adversely affect the Projects or would prevent any member of the Target Group from constructing, installing, operating, maintaining and withdrawndecommissioning any of the Projects. No condemnation proceeding is, to the Knowledge of the Seller, pending or threatened which would preclude or impair the use of any such property by any member of the Target Group for the purposes for which it is currently used. The real property described in the Real Property Leases is, to the Knowledge of the Seller, all the real property that is necessary for the construction, installation, operation, maintenance and decommissioning of the Projects.

Real Property; Leasehold. (a) Except as set forth The Company does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) 2.7 of the Company Disclosure Schedule (the each, a “Company Owned Real Property Lease”) (a) as to which the Company has made available to CGI true, correct and complete copies of all such leases, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, (b) which are in full force and effect, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) in respect of which the Company is not in default (nor has any event, occurrence, condition or act occurred which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default). The Company enjoys peaceful and undisturbed possession of the premises that is the subject of each Company Real Property Lease (individually and collectively, a “Company Leased Real Property”), and has not granted any occupancy rights therein to any subtenants, licensees or any other Person. The Company has an enforceable leasehold interest in all Company Leased Real Property, in each case free subject only to Liens that have not had, and clear would not reasonably be expected to result in, a Company Material Adverse Effect. With respect to each Company Real Property Lease, all rents and additional rents due have been paid and no waiver, forbearance or postponement of all Encumbrances except for the lessee’s obligations has been granted by the lessor. The Company has not received written notice from its landlords or any Governmental Authority that: (i) minor Encumbrances that will notrelates to violations of building, in any case zoning, safety or in the aggregate, materially detract from the value of the real property subject thereto fire ordinances or materially impair the operations of any of the API Corporations, regulations; (ii) all Encumbrances disclosed on existing title policies claims any defect or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened deficiency with respect to any material of such properties; (iii) requests the performance of any repairs, alterations or other work to such properties; or (iv) relates to any eminent domain, condemnation, or similar proceeding pending or threatened against all or any portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) Neither Biosight nor any of the Company Disclosure Schedule, no API Corporation its Subsidiaries owns any real property. An API Corporation owns fee simple title Except as would not reasonably be expected to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”)have, in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case individually or in the aggregate, materially detract from the value of a Biosight Material Adverse Effect, (i) each lease, sublease, license, concession and other agreement under which Biosight or its Subsidiaries lease, sublease, use or occupy the real property subject thereto leased, subleased, licensed or materially impair the operations of otherwise occupied by Biosight or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto (each, an “Biosight Lease” and such real property, the API Corporations“Biosight Leased Real Property”) is a valid and binding obligation on Biosight and such of its Subsidiaries party thereto and, to the Knowledge of Biosight, each other party thereto and is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought), (ii) all Encumbrances disclosed on existing title policies there is no breach or surveys Made Available to Parent prior default under any Biosight Lease by Biosight or any of its Subsidiaries or, to the date Knowledge of this AgreementBiosight, and any other party thereto, (iii) real estate Taxes no event has occurred which, with notice, lapse of time or both, would constitute a default under any Biosight Lease by any of Biosight or its Subsidiaries and special assessments with respect to such Company Owned (iv) Biosight or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Biosight Lease has a good and valid leasehold interest in each Biosight Leased Real Property that are not yet due which is subject to a Biosight Lease and payable. No Person other than an API Corporation has any ownership interest is in any Company Owned possession of such Biosight Leased Real Property. None of the API Corporations has received written notice to the effect that there . (b) There are any condemnation proceedings that are no pending or, to the knowledge Knowledge of the CompanyBiosight, threatened with respect to condemnation or eminent domain proceedings that affect any material portion of the Company Owned Biosight Leased Real Property. No API Corporation Property and Biosight has not received any written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations intention of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any Governmental Authority or other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API take any Biosight Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. CGI does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 3.7 of the CGI Disclosure Schedule (each, a “CGI Real Property Lease”) (a) Except as set forth to which CGI has made available to the Company true, correct and complete copies of all such leases, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, (b) which are in Part 2.10(afull force and effect, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) in respect of which CGI is not in default (nor has any event, occurrence, condition or act occurred which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default). CGI enjoys peaceful and undisturbed possession of the Company Disclosure Schedulepremises that is the subject of each CGI Real Property Lease (individually and collectively, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the a “Company Owned CGI Leased Real Property”), and has not granted any occupancy rights therein to any subtenants, licensees or any other Person. CGI has an enforceable leasehold interest in all CGI Leased Real Property, in each case free subject only to Liens that have not had, and clear would not reasonably be expected to result in, a CGI Material Adverse Effect. With respect to each CGI Real Property Lease, all rents and additional rents due have been paid and no waiver, forbearance or postponement of all Encumbrances except for the lessee’s obligations has been granted by the lessor. CGI has not received written notice from its landlords or any Governmental Body that: (i) minor Encumbrances that will notrelates to violations of building, in any case zoning, safety or in the aggregate, materially detract from the value of the real property subject thereto fire ordinances or materially impair the operations of any of the API Corporations, regulations; (ii) all Encumbrances disclosed on existing title policies claims any defect or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened deficiency with respect to any material of such properties; (iii) requests the performance of any repairs, alterations or other work to such properties; or (iv) relates to any eminent domain, condemnation, or similar proceeding pending or threatened against all or any portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API CGI Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a2.8(a) of the Company Disclosure Schedule, no API Schedule contains a complete and accurate list of (i) each parcel of real property owned by any Acquired Corporation owns (the “Owned Real Property”) and (ii) each option held by any Acquired Corporation to acquire any real property. An API Each Acquired Corporation owns fee simple title to has fulfilled and performed in all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company material respects all its obligations, and all obligations binding upon any Owned Real Property”), in under each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of Encumbrances to which any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are is subject, and neither any Acquired Corporation nor any Owned Real Property is in breach or default under, or in violation of or noncompliance with, any such Encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute a material breach, default, violation or noncompliance. The consummation of the Contemplated Transactions will not yet due and payable. No Person other than an API Corporation has any ownership interest result in any Company breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any Encumbrance to which any Owned Real Property. None Property is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the API Corporations has received written notice power or authority to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened exercise rights or remedies under or with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporationssuch Encumbrance. (b) Part 2.10(b2.8(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease lease, sublease or other agreement (the “Company Leases”) pursuant to which any of the API Acquired Corporations leases real property from any other Person (“API Real Estate Leases”)Person. (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, including all buildings, structures, fixtures and other improvements leased to the API Acquired Corporations, is are referred to as the “API Leased Real Property.”) To the knowledge of the Company). There are no subleases, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleaseslicenses, occupancy agreements and or other Company Contracts granting to any Person (other than any API Corporation) a contractual obligations that grant the right of use or occupancy of any of the API Leased Real Property. Except as set forth in Property to any Person other than the leases or subleases identified in Part 2.10(b) of the Company Disclosure ScheduleAcquired Corporations, and there is no Person in possession of any API of the Leased Real Property other than an API Corporationthe Acquired Corporations. Since January 1, 2010, none Each of the API Acquired Corporations has received any written notice complied in all material respects with the terms of all leases (or, to which they are parties) relating to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied Property, and withdrawnall such leases are in full force and effect in all material respects.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns Neither Arq nor its Subsidiaries own nor have ever owned any real property. An API Corporation owns fee simple title Arq has made available to all of the real properties set forth on Part 2.10(aADES (a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleasesreal properties with respect to which Arq or its Subsidiaries directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Arq or its Subsidiaries, occupancy agreements and (b) copies of all leases (including all amendments, extensions, renewals, guaranties and other Company Contracts granting to agreements with respect thereto) under which any Person such real property is possessed (other than any API Corporation) a right the “Arq Real Estate Leases”), each of use or occupancy which is in full force and effect and is legal, valid and binding on each party thereto. To the Knowledge of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure ScheduleArq, there is no Person existing material default under any Arq Real Estate Lease by any party thereto and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Arq Real Estate Lease. The Arq Subsidiaries’ use and operation of each such leased property conforms to all applicable Laws in all material respects, and an Arq Subsidiary has exclusive possession of each such leased property and has not granted any API Leased Real Property occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than an API CorporationPermitted Encumbrances. Since January 1, 2010, none of the API Corporations Neither Arq nor its Subsidiaries has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, from its landlords or any offset Governmental Body that: (i) relates to violations of building, zoning, safety or counterclaim fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any occupancy agreement of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties. The applicable Arq Subsidiary’s possession and quiet enjoyment of the leased real property under each Arq Real Estate Lease has not been disturbed, and to the Knowledge of Arq, there are no material disputes with respect to any API Leased Arq Real Property which has not been fully remedied Estate Lease. Neither Arq nor its Subsidiaries have collaterally assigned or granted any other security interest in any Arq Real Estate Lease or any interest therein that would reasonably be expected to be, individually or in the aggregate, material to Arq and withdrawnits Subsidiaries, taken as a whole.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a3.16(a) of the Company Disclosure Schedule, no API Corporation owns neither the Company nor any Company Subsidiary own any real property. An API Corporation owns The Company or a Company Subsidiary, as applicable, holds a good and marketable fee simple title ownership interest in and to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payableother than Permitted Encumbrances. No Person (other than an API Corporation the Company or the Company Subsidiary, as applicable) has any ownership interest in right to use or occupy all or any Company portion of any Owned Real Property. None Other than the right of the API Corporations has received written notice Purchaser pursuant to the effect that this Agreement, there are any condemnation proceedings that are pending orno outstanding options to, rights of first offer or rights of first refusal to the knowledge of the Company, threatened with respect to any material portion of the Company purchase such Owned Real Property. No API Corporation The Company has received written notice made available to Parent true, complete, and correct copies of (A) any structural defects or any material violation the deeds and copies of Legal Requirements all title insurance policies, opinions, abstracts, and surveys relating to any Company the Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API CorporationsProperty. (b) Part 2.10(b3.16(b) of the Company Disclosure Schedule sets forth an accurate and complete list the address of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge , and a true and complete list, as of the CompanyAgreement Date, there is no existing plan or study by any Governmental Body or by any of all Leases (including all amendments, extensions, renewals, guaranties and other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API agreements with respect thereto) for each such Leased Real Property. Part 2.10(b) The Company or a Company Subsidiary, as applicable, holds a valid and existing leasehold interest in and to all Leased Real Property, free and clear of the all Encumbrances other than Permitted Encumbrances. The Company Disclosure Schedule contains an accurate has made available to Parent true and complete list copies of all active subleasesLeases (including all amendments, occupancy agreements extensions, renewals, guaranties and other Company Contracts granting to any agreements with respect thereto). No Person (other than the Company or the Company Subsidiary that is a party to the applicable Lease) has any API Corporation) a right of to use or occupancy occupy all or any portion of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of Neither the Company Disclosure Schedule, there is no Person in possession of nor any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations Company Subsidiary has received any written notice (orfrom the counterparty to any Lease of an early termination or proposed termination thereof. The Company’s or the Company Subsidiary’s, as applicable, possession and quiet enjoyment of the Leased Real Property under any such Lease has not been disturbed, and to the knowledge Company’s Knowledge, there are no disputes with respect to any such Lease. (c) Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, (i) the use and operation of the Real Table of Contents Property in the conduct of the business of the Company does not violate any Law, covenant, condition, restriction, easement or permit, and (ii) there is no litigation or governmental or municipal proceeding (including, without limitation, any condemnation proceeding, zoning application or proceeding and/or Tax certiorari proceeding or dispute) commenced, pending or threatened against or by any of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, Company Subsidiary or any offset or counterclaim landlord under any Lease with respect to any occupancy agreement with respect to any API Leased the Real Property which has not been fully remedied and withdrawnand/or the Leases.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(aAgreements Affecting Real Property. (i) of the Company Disclosure Schedule, no API Corporation Neither J&P Park nor Restorers owns any real property. An API Corporation owns fee simple title to all Part 3.9(a) of the Target Company Disclosure Schedule sets forth the street address and legal description of each location where J&P Real Estate currently owns real properties property (the “Target Company Real Property”). Except as set forth on Part 2.10(a3.9(a) of the Target Company Disclosure Schedule Schedule, there are no lessees, tenants, licensees or parties in possession of the Target Company Real Property (other than such Target Company). Except as set forth on Part 3.9(a) of the “Target Company Owned Disclosure Schedule, there are no management, maintenance or service contracts, leases, licenses, purchase agreements, purchase options, rights of first refusal, or similar rights with respect to the Target Company Real Property”), in each case or any part thereof, or other unrecorded agreements or understandings affecting the Target Company Real Property. (ii) J&P Real Estate has good and marketable and insurable record title to the Target Company Real Property owned by it, free and clear of any and all Encumbrances except for liens and liabilities other than Target Company Permitted Encumbrances. (iiii) minor Encumbrances There are no unrecorded conditions, restrictions, obligations or agreements that adversely affect the Target Company Real Property and no ordinance or Legal Proceeding is now before any local Governmental Body that either contemplates or authorizes any public improvements or special tax levies, and there has been no public improvements constructed, the cost of which may be assessed against the Target Company Real Property. (iv) There is no Legal Proceeding of any kind pending or threatened against J&P Real Estate that will not, in affect any case or in the aggregate, materially detract from the value portion of the real property subject thereto Target Company Real Property, including any proceedings by expropriation or materially impair the operations by transfer in lieu thereof. J&P Real Estate is not in violation nor has it received notice of any potential violation of any Law affecting the API Corporations, (ii) all Encumbrances disclosed on existing title policies Target Company Real Property. All labor or surveys Made Available material furnished to Parent the Target Company Real Property has been fully paid for or will be fully paid for prior to the date of this AgreementClosing Date, and no Lien related to labor or materials rendered can be asserted against the Target Company Real Property. (iiiv) J&P Real Estate is not in default concerning any of its liabilities regarding any Target Company Real Property owned by it. J&P Real Estate has not received notice of actual or threatened reduction or curtailment of any utility service now supplied or proposed to be supplied to the Target Company Real Property owned by it. (vi) Part 3.9(a) of the Target Company Disclosure Schedule describes any real estate Taxes appraisals, surveys, title reports and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice environmental reports related to the effect that there are any condemnation proceedings that are pending orreal estate owned by J&P Real Estate, copies of which documentation J&P Real Estate shall have delivered or made available to Parent at least ten days prior to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API CorporationsClosing. (b) Part 2.10(b3.9(b) of the Target Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations such Target Company leases real property from any other Person for annual rent payments in excess of $100,000 (collectively, the “API Target Company Leased Real Estate LeasesProperty”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b3.9(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Target Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Target Company Contracts granting to any Person (other than any API Corporationsuch Target Company) a right of use or occupancy of any of the API Target Company Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b3.9(b) of the Target Company Disclosure Schedule, there is no Person in possession of any API Target Company Leased Real Property other than an API CorporationProperty. Since January 1, 2010, none Except as set forth on Part 3.9(b) of the API Corporations Target Company Disclosure Schedule, since December 31, 2014, the Target Company has not received any written notice (or, to the knowledge of the Target Company’s Knowledge, any other communication, whether written or otherwise) of a Company default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Target Company Leased Real Property which has not been fully remedied and and/or withdrawn.

Real Property; Leasehold. Except as would not, individually or in the aggregate, be material to the business of ADES and its Subsidiaries, taken as a whole, as currently conducted, each lease with respect to the real properties with respect to which ADES or its Subsidiaries is a tenant or subtenant (a“ADES Real Estate Leases”) Except is in full force and effect and is legal, valid and binding on each party thereto. To the Knowledge of ADES, there is no existing material default under any ADES Real Estate Lease by any party thereto and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such ADES Real Estate Lease. ADES’ and its Subsidiaries’ use and operation of each such leased property conforms to all applicable Laws in all material respects and, except with respect to mining leases where a notice of intent to mine has not yet been given or as set forth in Part 2.10(a) on Schedule 4.11, ADES or its Subsidiaries, as applicable, has exclusive possession of the Company Disclosure Schedule, no API Corporation owns each such leased property and has not granted occupancy rights to tenants or licensees with respect to such leased property under any real propertyADES Real Estate Leases. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Each leased property under an ADES Real Property”), in each case Estate Lease is free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real PropertyPermitted Encumbrances. None of the API Corporations Neither ADES nor its Subsidiaries has received written notice from its landlords or any Governmental Body that: (A) relates to the effect that there are violations of building, zoning, safety or fire ordinances or regulations; (B) claims any condemnation proceedings that are pending or, to the knowledge of the Company, threatened defect or deficiency with respect to any material portion of such properties; or (C) requests the performance of any repairs, alterations or other work to such properties. Except for ADES Real Estate Leases related to mining operations of ADES or its Subsidiaries, ADES’ or its Subsidiaries’, as applicable, possession and quiet enjoyment of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases leased real property from any other Person (“API under each ADES Real Estate Leases”)Lease has not been disturbed. (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge Knowledge of the CompanyADES, there is are no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim material disputes with respect to any occupancy agreement with respect to ADES Real Estate Lease. Neither ADES nor its Subsidiaries have collaterally assigned or granted any API Leased other security interest in any ADES Real Property which has not been fully remedied and withdrawnEstate Lease.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure ScheduleThe Acquired Companies do not own any real property and since January 1, no API Corporation owns 2019 have not owned any real property. An API Corporation owns fee simple , and the Acquired Companies do not own or possess any interest, right, license or title in or to all of any real property, except for the leaseholds created under the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule property leases (the “Company Owned Real Property Leases”) for the properties identified in Schedule 2.9 (the “Leased Real Property”). Schedule 2.9 states forth with respect to each Leased Real Property: (i) name of lessee, (ii) address of the Leased Real Property, (iii) name of the lessor, and (iv) the lessor’s city, state and zip code. The Acquired Companies are in material compliance with such Real Property Leases, and have a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will notLiens, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has Permitted Encumbrances. The Acquired Companies have not granted any ownership interest in other Person the right to occupy or use any Company Owned Leased Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, and, to the knowledge Knowledge of the Company, threatened with respect no Person has a right to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned occupy such Leased Real Property other than the Acquired Companies. There are no written or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Scheduleoral subleases, including all buildingslicenses, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleasesconcessions, occupancy agreements and or other Company Contracts granting to any other Person (other than any API Corporation) a the right of use or occupancy of any of the API Leased Real Property. Except as set forth in The Acquired Companies have not received written notice of (i) default, or intention to terminate or not renew, any Real Property Lease or (ii) any eminent domain, condemnation or similar Legal Proceeding pending or threatened, against all or any portion of any Leased Real Property, and, to the leases or subleases identified in Part 2.10(b) Knowledge of the Company Disclosure ScheduleCompany, there is no none of the foregoing has been threatened in writing. Neither the operations of the Acquired Companies on the Leased Real Property, nor the Leased Real Property or the buildings and structures comprising or appurtenant to the Leased Real Property, violate in any material manner any applicable building code, zoning requirement, or classification or similar Law relating to the particular property or such operations, and the Leased Real Property and its current use, occupancy, and operation by the Acquired Companies and the buildings and other improvements that are part of or appurtenant to the Leased Real Property do not (A) constitute a nonconforming (other than legal nonconforming) use or structure under, and are not in material violation of, any applicable building, zoning, subdivision, or other land use or similar Laws, or (B) encroach upon any real property of, or easement held by, any other Person in possession a manner that is not otherwise permitted. The buildings, structures, equipment and improvements that are part of any API or are an appurtenance to the Leased Real Property, are in good operating condition and repair (ordinary wear and tear excepted) in all material respects, supplied with utilities necessary and otherwise suitable for the conduct of the business as presently conducted therein. During the past three years there has been no material destruction, damage or casualty with respect to the Leased Real Property other than an API Corporation. Since January 1as set forth on Schedule 2.9, 2010, none of the API Corporations has received any written notice (or, to building located on the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property and any improvements appurtenant thereto, which has have not been fully remedied repaired and withdrawnrestored.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns The Acquired Companies do not own and have never owned any real property. An API Corporation owns fee simple , and the Acquired Companies do not own or possess any interest, right, license or title in or to all of any real property, except for the leaseholds created under the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule property leases (the “Company Owned Real Property Leases”) identified in Schedule 3.9 (the “Leased Real Property”), which sets forth a correct and complete description of the Real Property Leases and the Leased Real Property including: (a) all amendments, renewals and extensions of Real Property Leases; (b) the location and full and complete address of the Leased Real Property; and (c) the complete legal name of each party to any Real Property Lease, including the landlord thereunder (“Landlord”). The Acquired Companies are in material compliance with such Real Property Leases, and have a valid and subsisting leasehold interest in all Leased Real Property, in each case case, free and clear of all Encumbrances except for (i) minor Encumbrances that will notLiens, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has Permitted Encumbrances. The Acquired Companies have not granted any ownership interest in other Person the right to occupy or use any Company Owned Leased Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, and, to the knowledge Knowledge of the Company, threatened with respect no Person has a right to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned occupy such Leased Real Property other than the Acquired Companies. There are no written or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Scheduleoral subleases, including all buildingslicenses, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleasesconcessions, occupancy agreements and or other Company Contracts granting to any other Person (other than any API Corporation) a the right of use or occupancy of any of the API Leased Real Property. Except as set forth in During the leases Lookback Period, the Acquired Companies have not received written notice of (i) default, or subleases identified in Part 2.10(bintention to terminate or not renew, any Real Property Lease or (ii) any eminent domain, condemnation or similar Legal Proceeding pending or threatened, against all or any portion of any Leased Real Property, and, to the Knowledge of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010Company, none of the API Corporations foregoing has received any written notice (orbeen threatened in writing. Neither the operations of the Acquired Companies on the Leased Real Property, nor the Leased Real Property or the buildings and structures comprising or appurtenant to the knowledge Leased Real Property, violate in any material manner any applicable building code, zoning requirement, or classification or similar Law relating to the particular property or such operations, and the Leased Real Property and its current use, occupancy, and operation by the Acquired Companies and the buildings and other improvements that are part of or appurtenant to the CompanyLeased Real Property do not (A) constitute a nonconforming (other than legal nonconforming) use or structure under, and are not in material violation of, any applicable building, zoning, subdivision, or other land use or similar Laws, or (B) encroach upon any real property of, or easement held by, any other communicationPerson in a manner that is not otherwise permitted. To the Company’s Knowledge, whether written the buildings, structures, equipment and improvements that are part of or otherwise) of a default, alleged failure are an appurtenance to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API the Leased Real Property which has not been fully remedied are in good operating condition and withdrawnrepair (ordinary wear and tear excepted) in all material respects, supplied with utilities necessary and otherwise suitable in all material respects for the conduct of the business as presently conducted therein.

Real Property; Leasehold. Except as would not, individually or in the aggregate, be material to the business of ADES and its Subsidiaries, taken as a whole, as currently conducted, each lease with respect to the real properties with respect to which ADES or its Subsidiaries is a tenant or subtenant (a“ADES Real Estate Leases”) Except is in full force and effect and is legal, valid and binding on each party thereto. To the Knowledge of ADES, there is no existing material default under any ADES Real Estate Lease by any party thereto and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such ADES Real Estate Lease. ADES’ and its Subsidiaries’ use and operation of each such leased property conforms to all applicable Laws in all material respects and, except with respect to mining leases where a notice of intent to mine has not yet been given or as set forth in Part 2.10(a) Section 3.10 of the Company ADES Disclosure Schedule, no API Corporation owns ADES or its Subsidiaries, as applicable, has exclusive possession of each such leased property and has not granted occupancy rights to tenants or licensees with respect to such leased property under any real propertyADES Real Estate Leases. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Each leased property under an ADES Real Property”), in each case Estate Lease is free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real PropertyPermitted Encumbrances. None of the API Corporations Neither ADES nor its Subsidiaries has received written notice from its landlords or any Governmental Body that: (A) relates to the effect that there are violations of building, zoning, safety or fire ordinances or regulations; (B) claims any condemnation proceedings that are pending or, to the knowledge of the Company, threatened defect or deficiency with respect to any material portion of such properties; or (C) requests the performance of any repairs, alterations or other work to such properties. Except for ADES Real Estate Leases related to mining operations of ADES or its Subsidiaries, ADES’ or its Subsidiaries’, as applicable, possession and quiet enjoyment of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases leased real property from any other Person (“API under each ADES Real Estate Leases”)Lease has not been disturbed. (All real property leased to the API Corporations pursuant to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge Knowledge of the CompanyADES, there is are no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim material disputes with respect to any occupancy agreement with respect to ADES Real Estate Lease. Neither ADES nor its Subsidiaries have collaterally assigned or granted any API Leased other security interest in any ADES Real Property which has not been fully remedied and withdrawnEstate Lease.

Real Property; Leasehold. All material items of equipment and other tangible assets owned by or leased to the Acquired Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (aordinary wear and tear excepted) and are adequate for the conduct of the business of the Acquired Corporations in the manner in which such business is currently being conducted. None of the Acquired Corporations own any real property or any interest in real property, except for (i) the leaseholds created under the real property leases identified in Part 2.8(i) of the Company Disclosure Schedule and (ii) the land described in Part 2.8(ii) of the Company Disclosure Schedule to which the Company has good and marketable fee title and which is owned by the Company free and clear of any Encumbrances, except for the Encumbrances identified in Part 2.8(ii) of the Company Disclosure Schedule. Proprietary Assets. Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by, licensed to or otherwise used by any of the Acquired Corporations in their business as planned or presently conducted and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset (excluding trade secrets) owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations as planned or presently conducted. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $10,000 annually with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. Except as set forth in Part 2.10(a2.9(a)(iv) of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple the Acquired Corporations have good and valid title to, and exclusive ownership of or exclusive license to use, all of the real properties set forth on Part 2.10(a) of the Company Disclosure Schedule (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto or materially impair the operations of any of the API Corporations, (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to such Company Owned Real Property that are not yet due and payable. No Person other than an API Corporation has any ownership interest in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to the real property leases their Proprietary Assets identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule that are material to the conduct of the business of the Acquired Corporations, free and clear of all Encumbrances. All of the rights of the Acquired Corporations in all of such Proprietary Assets are freely transferable and the Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.10(b2.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge none of the Company, there is no existing plan or study by any Governmental Body or by Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that challenges or otherwise adversely affects is material to the continuation business of the use or operation of Acquired Corporations and with respect to which such other Person has any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Propertyrights. Except as set forth in the leases or subleases identified in Part 2.10(b2.9(a)(vi) of the Company Disclosure Schedule, there is no Acquired Corporation Contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset. Except as set forth in possession Part 2.9(b)(i) of the Company Disclosure Schedule, all such Proprietary Assets have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified in the Company Disclosure Schedule, and have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the United States and each such jurisdiction and, except as stated in Part 2.9(b)(ii) of the Company Disclosure Schedule, all of the rights and Proprietary Assets of the Acquired Corporations thereunder are freely assignable without the consent of any API Leased Real Property other than an API Corporationperson or entity and will be transferred or assigned to Parent and Merger Sub at Closing. Since January 1, 2010, none Part 2.9(c)(i) of the API Company Disclosure Schedule sets forth all licenses or other agreements under which the Acquired Corporations has received are granted rights in Proprietary Assets. Except as set forth in Part 2.9(c)(ii), all said licenses or other agreements are in full force and effect, there is no material default by any written notice (Acquired Corporation or, to the knowledge of the Company, by any other communicationparty thereto, whether written and, except as set forth in Part 2.9(c)(iii), all of the rights of the Acquired Corporations thereunder are freely assignable without the consent of any person or entity. Except as set forth in Part 2.9(c)(iv), to the knowledge of the Acquired Corporations and Parent, the licensors under said licenses and other agreements have and had all requisite power and authority to grant the rights purported to be conferred thereby. True and complete copies of all such licenses or other agreements, and any amendments thereto, have been provided to Parent. The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.9(d) of the Company Disclosure Schedule, (i) each current or former employee of any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of the Company's Agreement Concerning Inventions, Discoveries, Improvements, Trade Secrets and Other Confidential Information previously delivered by the Company to Parent, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of the Company's Agreement Concerning Inventions, Discoveries, Improvements, Trade Secrets and Other Confidential Information previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. To the knowledge of the Company: (i) all patents, trademarks, service marks and copyrights held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) misappropriates any Proprietary Asset owned or used by any other Person, and the use of Acquired Corporation Proprietary Assets in their intended or contemplated manner does not require a license under or other rights to use any Proprietary Asset owned by any other Person; (iii) none of the products, formula, compositions of matter, inventions, designs, technology, proprietary rights or other intellectual property rights or intangible assets that is or has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any notice or other communication (in writing or otherwise) of a defaultany actual, alleged failure alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (v) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of any material Acquired Corporation Proprietary Asset. To the knowledge of the Company, the Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to performenable the Acquired Corporations to conduct their business in the manner in which such business is presently being conducted and is currently proposed to be conducted. Except as set forth in Part 2.9(f) of the Company Disclosure Schedule, none of the Acquired Corporations has (i) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any offset covenant not to compete or counterclaim Contract limiting or purporting to limit the ability of any Acquired Corporation to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawnPerson.

Real Property; Leasehold. (a) Except as set forth The Company does not own any real property or have any other interest in Part 2.10(areal property, other than the leasehold interests described in Section 3.7(b) below. (b) Section 3.7 of the Seller Disclosure Schedule contains a true and complete list of all leases of real property (collectively, the “Real Property Leases”) to which the Company Disclosure Scheduleis a party (as lessee, no API Corporation owns any real property. An API Corporation owns fee simple title to all sublessee, sublessor or lessor) as of the date hereof and sets forth the street address and legal description of such leased real properties set forth on Part 2.10(a) of the Company Disclosure Schedule property (collectively, the “Company Owned Real Property”). Each Real Property Lease is valid and binding and has not been terminated or repudiated. True, correct and complete copies, including all amendments thereto, of such Real Property Leases have been delivered or made available to LEC. (i) None of such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any property owned by others in any material respect. (ii) The Company is not a lessor or sublessor with respect any Real Property Lease. (iii) With respect to each case Real Property Lease pursuant to which the Company is a lessee or sublessee: the Company has a valid leasehold interest in the Real Property, free and clear of any and all Encumbrances Liens, except for (i) minor Encumbrances that will notPermitted Liens, and in any case or each case, the Company has been in the aggregate, materially detract from the value peaceable possession of the real property subject thereto Real Property since the commencement of the original term of the applicable Real Property Lease and is not in default thereunder and there exists no default or materially impair event, occurrence, condition or act in respect of or on the operations part of the Company which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under any such Real Property Lease. All of the API Corporationsbuildings, structures and appurtenances that are the subject of the Real Property Leases are in good operating condition (ii) all Encumbrances disclosed on existing title policies or surveys Made Available to Parent prior to ordinary wear and tear excepted), are adequate and suitable for the date of this Agreementpurposes for which they are presently being used and, and (iii) real estate Taxes and special assessments with respect to such each, the Company Owned Real Property that are not yet due has adequate rights of ingress and payable. No Person other than an API Corporation has any ownership interest egress for operation of the business of the Company in any Company Owned Real Propertythe ordinary course. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings such buildings, structures or appurtenances that are the subject of the Real Property Leases (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any property owned by others in any material respect. No condemnation proceeding is pending or, to the knowledge Knowledge of the CompanySeller, threatened with respect to which would preclude or impair the use of any material portion of such property by the Company Owned Real Propertyfor the purposes for which it is currently used. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned The Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of the Company Owned Real Property subject thereto or materially impair the operations of any of the API Corporations. (b) Part 2.10(b) of the Company Disclosure Schedule sets forth an accurate and complete list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased to the API Corporations pursuant to all the real property leases identified or required to be identified in Part 2.10(b) that is necessary for the operation and maintenance of the Company Disclosure Schedule, including all buildings, structures, fixtures and other improvements leased to the API Corporations, is referred to as the “API Leased Real PropertyProject.”) To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real Property. Except as set forth in the leases or subleases identified in Part 2.10(b) of the Company Disclosure Schedule, there is no Person in possession of any API Leased Real Property other than an API Corporation. Since January 1, 2010, none of the API Corporations has received any written notice (or, to the knowledge of the Company, any other communication, whether written or otherwise) of a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawn.

Real Property; Leasehold. (a) Except as set forth in Part 2.10(a) of the Company Disclosure Schedule, no API Corporation owns any real property. An API Corporation owns fee simple title to all of the real properties set forth on Part 2.10(aSection 2.9(a) of the Company Disclosure Schedule sets forth a complete, current and correct list of all of the Owned Real Property owned by the Company as of the date hereof (the “Company Owned Real Property”), in each case free and clear of all Encumbrances except for (i. Except as set forth on Section 2.9(b) minor Encumbrances that will not, in any case or in the aggregate, materially detract from the value of the real property subject thereto Company Disclosure Schedule, the Company is not obligated or materially impair the operations bound by any options, obligations or rights of any of the API Corporationsfirst refusal or contractual rights to sell, (ii) all Encumbrances disclosed on existing title policies lease or surveys Made Available to Parent prior to the date of this Agreement, and (iii) real estate Taxes and special assessments with respect to acquire such Company Owned Real Property that are not yet due and payableor any other real property. No Person other than an API Corporation has any ownership interest Except as disclosed in any Company Owned Real Property. None of the API Corporations has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened with respect to any material portion Section 2.9(a) of the Company Owned Real Property. No API Corporation has received written notice of (A) any structural defects or any material violation of Legal Requirements relating to any Company Owned Real Property or (B) any physical damage to any Company Owned Real Property that is not covered by insurance and that would materially detract from the value of Disclosure Schedule, the Company Owned Real Property subject thereto or materially impair the operations is owned free and clear of any of the API CorporationsEncumbrances, except Permitted Encumbrances. (b) Part 2.10(bExcept as set forth on Section 2.9(b) of the Company Disclosure Schedule, with respect to each parcel of Company Owned Real Property, there are no outstanding Contracts to sell, lease or otherwise transfer such Company Owned Real Property. (c) With respect to each lease, sublease, license or similar use or occupancy agreement (each a “Company Lease”) pursuant to which the Company leases or otherwise uses or occupies real property (all such real property that is the subject of any Company Lease, the “Company Leased Real Property”), (i) each Company Lease is the legal, valid and binding obligation of the applicable entity that is lessee, sublessee or occupant thereunder subject to the General Enforceability Exceptions, and (ii) the applicable lessee, sublessee or occupant entity is not in default, and no other party to such Company Lease is in default beyond any applicable notice and cure period, under such Company Lease, except, in each case of (i) and (ii), as would not reasonably be expected to have a Company Material Adverse Effect. Section 2.9(c) of the Company Disclosure Schedule sets forth an accurate a complete, current and complete correct list of each lease pursuant to which any of the API Corporations leases real property from any other Person (“API Real Estate Leases”). (All real property leased all Company Leases with respect to the API Corporations pursuant Company Leased Real Property. (d) With respect to the real property leases identified or required to be identified in Part 2.10(b) of the Company Disclosure ScheduleOwned Real Property, including all material buildings, structures, fixtures and other improvements leased are in satisfactory condition (reasonable wear and tear excepted) sufficient to support the API Corporations, is referred to as the “API Leased Real Property.”) To the knowledge operations of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any API Leased Real Property. Part 2.10(b) of the Company Disclosure Schedule contains an accurate and complete list of all active subleases, occupancy agreements and other Company Contracts granting to any Person (other than any API Corporation) a right of use or occupancy of any of the API Leased Real PropertyBusiness as presently conducted. Except as set forth in the leases or subleases identified in Part 2.10(bon Section 2.9(d) of the Company Disclosure Schedule, there is are no leases, subleases, licenses or occupancy agreements by the Company granting to any Person in possession the right of use or occupancy of any API Leased portion of the Company Real Property other than an API Corporation(except under the Company Leases). Since January 1, 2010, none As of the API Corporations date of this Agreement, the Company has not received any written notice (or, of any pending or threatened condemnation or other Legal Proceedings relating to the knowledge of the CompanyCompany Real Property, any other communication, whether written or otherwise) of except as would not reasonably be expected to have a default, alleged failure to perform, or any offset or counterclaim with respect to any occupancy agreement with respect to any API Leased Real Property which has not been fully remedied and withdrawnCompany Material Adverse Effect.