Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) The Company does not own and has never owned any interest in any real property, except the Leased Real Property. (b) Section 3.10(b) of the Disclosure Schedule sets forth an accurate list of: (i) all real property leased, subleased, licensed or otherwise used, operated or occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address of each Leased Real Property; and (ii) each Contract pursuant to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (each, a “Real Property Lease”), including all currently effective amendments and modifications thereto. (c) The Company has a valid leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. All rent (including base rent and additional rent) due and payable under each of the Real Property Leases has been paid to date. (d) Except: (i) for and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, the Company has not subjected any such property to any lease, sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of such Leased Real Property or any part thereof. (e) The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all material tangible personal property used or held for use by it in connection with the conduct of its business, free and clear of all Liens other than Permitted Liens.

Real Property; Personal Property. (a) The Company has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own and has never owned any interest in any real propertyproperty other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, except which lists the Leased street address of each parcel of leased Real Property. (b) Section 3.10(b4.14(b) of the Company Disclosure Schedule sets forth an accurate a true and complete list of: (i) as of the date hereof of all real property leased, subleased, licensed or otherwise used, operated or occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address of each Leased Real Property; and (ii) each Contract pursuant Property leases to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise is a party (each, a the “Real Property LeaseLeases”). The Company has made available to Purchaser true, correct and complete AGREEMENT AND PLAN OF MERGER 31 copies of the Real Property Leases, including all currently effective any amendments and or modifications theretothereto or extensions or terminations thereof. (c) The Company has is not in breach of, or in default under, any Real Property Lease, and to the Knowledge of the Company no landlord under any Real Property Lease is in breach of or default under any Real Property Lease. Each Real Property Lease is a valid leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. All rent (including base rent and additional rent) due and payable under each binding obligation of the Company and, to the Knowledge of the Company, of each landlord thereto and is in full force and effect. The Company, the Spokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Leases has been paid to dateLease, as amended. (d) Except: (i) for The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, other items of tangible personal property of the Company has not subjected any such property to any leaseare in good operating condition and repair (ordinary wear and tear excepted), sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy and none of such Leased Real Property items of tangible personal property is in need of maintenance or any part thereofrepairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The Company has good title tobuildings, or a valid leasehold interest inplants, or with respect to licensed assetsstructures, a valid license to usefurniture, all material fixtures, machinery, equipment, vehicles and other items of tangible personal property used currently owned or held leased by the Company, together with all other properties and assets of the Company, are sufficient for use by it in connection with the conduct of its businessthe Company’s business and constitute all of the rights, free property and clear of all Liens other than Permitted Liensassets necessary to conduct the Company’s business as currently conducted.

Real Property; Personal Property. (a) The Company Group does not own and has never owned any interest in any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, except correct and complete copy of the Leased purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Section 3.10(bSchedule 3.12(b) of the Company Disclosure Schedule sets forth an accurate a list of: (i) of all real property leased, subleased, licensed leased or subleased or otherwise used, operated used or occupied (whether by any member of the Company Group as tenant, subtenant lessee, occupant or pursuant to other occupancy arrangements) by the Company grantee (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property; and (ii) each Contract pursuant to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (each, a “Real Property Lease” and, collectively, the “Leases”), including all currently effective amendments and modifications thereto. (c) . The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid valid, binding and enforceable leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. All rent (including base rent and additional rent) due and payable under each of the Real Property Leases has been paid to date. (d) Except: (i) for and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, the Company has not subjected any such property to any lease, sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of such Leased Real Property or any part thereof. (e) The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all material tangible personal property used or held for use by it in connection with the conduct of its business, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conducted.

Real Property; Personal Property. (a) The Neither the Company does not own and has never owned nor any interest in Company Subsidiary owns any real property, except the Leased Real Property. (b) Section 3.10(b3.17(b) of the Company Disclosure Schedule Schedules sets forth an a complete and accurate list of: (i) of all real property leased, subleased, licensed or otherwise used, operated or occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by of the Company (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address address, leased by the Company or any of the Company Subsidiaries. The Company has delivered or made available to Parent a complete and accurate copy of all of the leases, subleases, licenses or other Contracts with respect to the use and occupancy for each parcel of Leased Real Property; , together with all amendments, modifications and supplements thereto and assignments and subleases thereof (ii) each Contract pursuant to which collectively, the “Company Leases”). The Company and the Company holds any Subsidiaries, as applicable, have a leasehold interest in all Leased Real Property pursuant to the Company Leases, free and clear of all Liens (except for Permitted Liens). The Company and the Company Subsidiaries have not assigned or sublet their interests under any Company Lease to any other Person. Other than the Leased Real Properties, neither the Company nor any of the Company Subsidiaries leases or subleases any real property. Each Company Lease is a legal, valid and binding obligation of the Company or any of the Company Subsidiaries, as landlordapplicable, sublandlordand of each counterparty thereto, tenantand is in full force and effect in accordance with its terms. Neither the Company nor any of the Company Subsidiaries nor, subtenantto the Company’s Knowledge, occupant any other party to any Company Lease is in material default under any of the Company Leases. No notice of default, not already cured, under any Company Lease is outstanding, and to the Company’s Knowledge, no event has occurred which, with the giving of notice or otherwise (eachpassage of time, would constitute a “Real Property Lease”), including all currently effective amendments and modifications theretomaterial breach or material default under any of the Company Leases. (c) The Company has a valid leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, in each case free and clear of Property constitutes all Liens other than Permitted Liens. All rent (including base rent and additional rent) due and payable under each of the Real Property Leases has been paid to datereal property used or occupied by the Company and the Company Subsidiaries in connection with the conduct of the business of the Company and the Company Subsidiaries. (d) Except: (i) for and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, Each of the Company has not subjected any such property to any lease, sublease, license or other agreement granting to any Person (other than and the Company) any right to the use or occupancy of such Leased Real Property or any part thereof. (e) The Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all the material tangible personal property assets and properties used or held for use by it in connection with the conduct of its businessbusiness as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens. Each material tangible asset of the Company and each of the Company Subsidiaries (i) has been maintained in accordance with normal industry practices and (ii) is in good operating condition and repair, subject to normal wear and tear.