Common use of Real Property Clause in Contracts

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(iCP, Seller, a Subsidiary of Seller or an Acquired Company, in each case as designated on Schedule 1.2(a)(i), Schedule 1.2(b)(i) or Schedule 4.9(a)(i), owns valid fee simple title in and to (as to CP) all CP Owned Real Property, (as to Seller or a Subsidiary of Seller) all Seller Owned Real Property, and (as to an Acquired Company) all of the real property owned by an Acquired Company as listed On Schedule 4.9(a)(i) (the real property listed on Schedule 4.9(a)(i) owned by an Acquired Company, the “Acquired Company Owned Real Property”, which term shall include all interests and rights of such Acquired Company that are appurtenant to such real property and related to the operation of the Business thereon) (the CP Owned Real Property, the Seller Disclosure Schedule includes a trueOwned Real Property, correct and complete list the Acquired Company Owned Real Property, together, the “Owned Real Properties” which term, as defined and used herein, shall not include the Timberlands, but shall include all interests and rights of Seller, CP or such Acquired Company that are appurtenant to such real property and related to the operation of the Business thereon), free and clear of all Liens other than Permitted Exceptions. (b) Except as disclosed on Schedule 4.9(b), none of the Owned Real Properties is subject to any material lease, sublease, license or other agreement that grants to any other Person any rights to acquire, lease, use or occupy such Owned Real Property or any part thereof. (c) Except as set forth on Schedule 4.9(c), (i) each material CP Real Property Lease constitutes a valid leasehold estate in the real estate subject to each such lease, each material Seller Real Property Lease constitutes a valid leasehold estate in the real estate subject to each such lease, and each of the material real property leasesleases listed on Schedule 4.9(c), subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or pursuant to which any of them an Acquired Company is the lessee (the “Acquired Company Real Property Leases”; and each property subject to an Acquired Company Real Property Lease, an “Acquired Company Leased Real Property”) constitutes a party as lesseevalid leasehold estate in the real estate subject to each such lease (the CP Real Property Leases, sublesseethe Seller Real Property Leases, licensee or occupant (and the Acquired Company Real Property Leases, together, the “Real Property Leases,” ”; and the properties leasedeach property subject to a Real Property Lease, subleased, licensed or occupied thereunder, the a “Leased Real Property”). The Company or its Subsidiaries” all of which terms, as applicabledefined and used herein, have shall not include the Timberlands), subject in each case only to Permitted Exceptions, (ii) each material Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditor’s rights generally or by general principles of equity, (iii) other than as expressly provided on Schedule 4.9(c)(iii), neither Seller nor any of its Subsidiaries acts as a valid leasehold interest in all landlord with respect to any Real Property Lease, and (iv) to the Knowledge of Seller, there is no outstanding material default by Seller, a Subsidiary of Seller, CP or an Acquired Company (as the case may be) under any material Real Property Lease. (d) Except as set forth on Schedule 4.9(d), none of the Leased real estate demised to Seller, a Subsidiary of Seller, CP or an Acquired Company pursuant to a material Real Property free and clear of all LiensLease is subject to any other lease, sublease, license or other than Permitted Liens. agreement granting to any other Person any rights to lease, use or occupy such real property or any part thereof. (e) Except as would set forth in Schedule 4.9(e), there does not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, exist any actual or, to the Knowledge of the CompanySeller, the lessorthreatened, exists under condemnation or eminent domain proceedings that affect any Owned Real Property Leases and (B) each or material Leased Real Property Lease is legal, valid and binding onProperty, and enforceable against, the Company none of Seller or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged have received any interest in any written notice of the intention of any Governmental Body or other Person to take or use any Owned Real Property or material Leased Real Property. (f) No Acquired Company owns or leases any material real property that is Related to the Business, except (i) as included in the Acquired Company Owned Real Property or as leased under the Acquired Company Real Property Leases. , (bii) Section 3.10(b) of the as shall be conveyed by Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary of Seller to an Acquired Company (or to Purchaser or its designee, at Purchaser’s request) at or prior to the date of this AgreementClosing, and (iii) the Timberlands. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i5.7(a)(i) of the Seller Disclosure Schedule includes Schedules sets forth a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company in fee, except for real property the ownership or its Subsidiaries absence of which would not, individually or in the aggregate, have a Material Adverse Effect (such properties, the “Owned Real Property”) and the record owner thereof). Except as set forth in Section 3.10(b5.7(a)(ii) of the Seller Disclosure ScheduleSchedules, the Company has title in fee simple, free and its Subsidiaries have good marketable and valid fee simple title clear of Encumbrances, to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real propertyProperty. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed set forth in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (cSection 5.7(a)(iii) Neither the whole nor any part of the Owned Seller Disclosure Schedules, with respect to each such parcel of Real Property is subject to Property, (i) there are no written leases or material agreements, understandings or options granting any pending suit for condemnation or Person (other taking by any Governmental Authority, and, to the Knowledge of than the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person ) the right of use or occupancy of any portion of such parcel and (ii) there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel in fee. (b) Section 5.7(b)(i) of the Seller Disclosure Schedules sets forth a list of all of the leases and subleases pursuant to which the Company holds a leasehold or subleasehold estate, except for those leasehold or subleasehold estates, the existence or absence of which would not, individually or in the aggregate, have a Material Adverse Effect (the “Company Leases”) and each leased or subleased parcel of real property in which the Company is a tenant, subtenant or occupant thereunder (the “Leased Real Property Property”). Except as set forth in Section 5.7(b)(ii) of the Seller Disclosure Schedules, (i) each Company Lease (A) constitutes a valid and binding obligation of the Company and, to the Knowledge of the Seller, each other party thereto and (B) assuming such Company Lease is a valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against the Company, except that such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity and (ii) neither the Company nor, to the Knowledge of the Seller, any other party thereto is in breach or default under any Company Lease, except, in each case, where such failure to be so valid, binding and enforceable, or such breach or default, would not, individually or in the Real Property Leases and Permitted Liens)aggregate, have a Material Adverse Effect.

Real Property. (a) Section 3.10(a)(iSchedule 3.14(a) sets forth each parcel of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses owned or other occupancy agreements used leased by the Company or its Subsidiaries or that is material to which any of them is a party as lesseethe Company's Business, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”)Company and its Subsidiaries are in possession of all such owned real property. The Company and its Subsidiaries have rights of ingress and egress with respect to such real property that are adequate for the current use and operation of such real property and improvements in connection with the Company's Business. None of such real property, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable Law in any material respect, except for such contraventions or violations as could not reasonably be expected to result in a Company Material Adverse Effect. (b) The Company has made available to Parent or its representatives prior to the execution of this Agreement copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereto, with respect to the Company's and its Subsidiaries' real property, in each case, in the Company's or its Subsidiaries' possession. (c) The Company and its Subsidiaries, as applicable, have a valid leasehold interest in obtained all easements and rights of the Leased Real Property free way required to use and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all operate the real property owned or leased by them in all material respects in the Company or its Subsidiaries manner in which such real property is currently being used and operated in connection with the Company's Business. (such properties, the “Owned Real Property”d) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Scheduleon Schedule 3.14(d), the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither neither the Company nor any of its Subsidiaries is obligated a party to any lease, assignment or bound similar arrangement (1) under which it is a lessor or assignor with respect to any of its real property (other than to an Affiliate) or (2) under which any portion of its real property is made available for use by any options, obligations third party (other than an Affiliate). (e) The Company has made available to Parent or rights of first refusal its representatives the most recent studies in the Company's or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries' possession of the coal quality of the coal reserves of the Company's or its Subsidiaries' mines that were prepared by, taken as a wholeor at the request of, and that are in the possession of, the Company and or its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Subsidiaries. The Company makes no representation or a Subsidiary prior warranty with respect to the date accuracy of this Agreementany such study. (cf) Neither the whole nor any part Except as set forth on Schedule 3.14(f), none of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of coal reserves that comprise any portion of the Real Property (except under the Real Property Leases and Permitted Liens)Company's or its Subsidiaries' assets are subject to coal leases to third parties.

Real Property. (ai) Section 3.10(a)(i3.15(a) of the Seller Disclosure Schedule includes sets forth, as of the date of this Agreement, a true, correct and complete list of all real property leases, subleases, licenses or and other occupancy agreements used by (each a “Real Property Lease”) under which the Company or its Subsidiaries or to which any of them is a party as lesseethe MUI Subsidiaries leases, sublessee, licensee uses or occupant occupies or has the right to use or occupy any real property (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundersuch real property, the “Leased Real Property”)) pursuant to which the Company or the MUI Subsidiaries is a tenant or a lessor as of the date of this Agreement. The Company or its Subsidiaries, as applicable, and the MUI Subsidiaries have a valid leasehold interest estate in all Leased Real Property, free and clear of all liens, other than Permitted Liens. True and complete copies of each Real Property Lease as in effect as of the date hereof (together with all amendments thereto as of the date hereof) have been made available to Buyer. Each Real Property Lease is the valid and binding obligation of the Company or the applicable MUI Subsidiary and, to the knowledge of the Company, any other party thereto in each case subject to the Bankruptcy and Equity Exception. There is not under any Real Property Lease (i) any existing material default of the Company or any MUI Subsidiary or, to the knowledge of the Company, any other party thereto, or (ii) which, with notice or lapse of time, or both, would constitute such a material default. (ii) Section 3.15(a) of the Seller Disclosure Schedule sets forth, as of the date of this Agreement, a list of all real property to which the Company or any of the MUI Subsidiaries has legal or equitable fee title (the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”), and sets forth for each such Owned Real Property the name of the fee owner of such property. (iii) The Company or one of the MUI Subsidiaries has good and marketable fee title to the Owned Real Property and good leasehold title to the Leased Real Property, in each case, free and clear of all Liens, other than except for Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company Liens or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in on Section 3.10(b3.15(a) of the Seller Disclosure Schedule, or which do not materially detract from the Company and its Subsidiaries have good marketable and valid fee simple title to all value or current use of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this AgreementProperty. (civ) Neither the whole nor any part Except as set forth on Section 3.15(a) of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental AuthoritySeller Disclosure Schedule, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other agreements contracts granting to any other Person the right any material rights of use or occupancy of any portion of the Real Property (except under that would materially detract from the value or current use of the Real Property Leases and Permitted Liens)there is no Person (other than the Company and the MUI Subsidiaries) in possession of any of the Real Property. (v) No eminent domain or condemnation Proceeding is pending or, to the Company’s Knowledge, threatened, that would preclude or materially impair the use of any Real Property.

Real Property. (aSchedule 3(bb) Section 3.10(a)(i) of the Seller Disclosure Schedule includes contains a true, complete and correct and complete list of all the real property leasesproperty; leasehold interests; fee interests; oil, subleasesgas and other mineral drilling, licenses exploration and development rights; royalty, overriding royalty, and other payments out of or pursuant to production; other occupancy agreements used rights in and to oil, gas and other minerals, including contractual rights to production, concessions, net profits interests, working interests and participation interests (including all Hydrocarbon Property (as defined in the Mortgages)); any other contractual rights for the acquisition or earning of any of such interests in the real property; facilities; fixtures; equipment that (i) are leased or otherwise owned or possessed by the Company or any of the Subsidiaries, (ii) in connection with which the Company or any of the Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of the Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company or the Subsidiaries leases, owns or possesses each of the Real Properties or will do so upon consummation of the Purchases. Schedule 3(bb) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of them the Subsidiaries is a party as lesseeor otherwise bound or affected with respect to the Real Property, sublesseeexcept easements, licensee rights of way, access agreements, surface damage agreements, surface use agreements or occupant similar agreements that pertain to Real Property that is contained wholly within the boundaries of any owned or leased Real Property otherwise described on Schedule 3(bb) (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Except as set forth on Schedule 3(bb), the Company or its Subsidiaries, as applicable, have one of the Subsidiaries is the legal and equitable owner of a valid leasehold interest in all of the Leased Real Property Property, and possesses good, marketable and defensible title thereto, free and clear of all Liens, Liens (other than Permitted Liens) and other matters affecting title to such leasehold that could impair the ability of the Company or the Subsidiaries to realize the benefits of the rights provided to any of them under the Real Property Leases. Except as would not be material to set forth on Schedule 3(bb), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth on Schedule 3(bb), neither the Company and its Subsidiaries, taken as a whole, (A) no default by nor any of the Company or its Subsidiaries, orSubsidiaries nor, to the Knowledge Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of the Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby or by the other Transaction Agreements. Except as set forth on Schedule 3(bb), all of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby (including the granting of leasehold mortgages). The Real Property is permitted for its present uses under applicable zoning laws, is permitted conforming structures and complies with all applicable building codes, ordinances and other similar Laws. Except as set forth on Schedule 3(bb), there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any portion or portions thereof. Except as set forth on Schedule 3(bb), there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of the Company’s or any of the Subsidiaries’ business as conducted or proposed to be conducted (including as described to Buyers) at the time this representation is made. Except as set forth on Schedule 3(bb), there are no restrictions applicable to the lessorReal Property that would interfere with the Company’s or any Subsidiary’s making an assignment or granting of a leasehold or other mortgage to Buyers as contemplated by the Security Documents, exists including any requirement under any Real Property Leases and (B) each requiring the consent of, or notice to, any lessor of any such Real Property. Except as set forth on Schedule 3(bb), all of the Real Property Lease is legallocated in the State of Texas. Except as set forth on Schedule 3(bb), valid all of the ▇▇▇▇▇ on the Real Property have been drilled and binding oncompleted at legal locations within the boundaries of the appropriate Real Property Lease; and no such well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such well from being entitled to its full legal and enforceable againstregular allowance from and after the date hereof as prescribed by any court or Governmental Entity. Except as set forth on Schedule 3(bb), the Company or its Subsidiaries, as applicable, and, there are no joint operating agreements applicable to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesReal Property. Neither the Company nor any of its the Subsidiaries has assignedwill be obligated, transferred as of the Closing Date or pledged thereafter, including by virtue of a prepayment arrangement, make-up right under a production sales contract containing a “take or pay” or similar provision, production payment, buydowns, buyouts, or any interest in other arrangement, (i) to deliver hydrocarbons, or proceeds from the sale thereof, attributable to any of the Real Property Leases. at some future time without then or thereafter receiving the full contract price therefore, or (bii) Section 3.10(bto deliver oil or gas (or cash in lieu thereof) from the Real Property to other owners of the Seller Disclosure Schedule sets forth interests as a true and complete list result of all the real property owned past production by any such owner, the Company or its the Subsidiaries (or any of their respective predecessors in excess of the share to which it was entitled with respect to such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Companyon Schedule 3(bb), no such condemnation Person has any call upon, option to purchase or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting similar right to any Person obtain production from the right of use or occupancy of any portion of the Real Property (except under Property. To the Company’s Knowledge, the Real Property Leases and Permitted Liens)will by their terms remain in effect for at least as long as oil, gas or other minerals are produced in paying quantities or they are otherwise maintained by operations.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes 3.7 sets forth a true, correct complete and complete accurate list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” used in or necessary for the conduct of the business as presently used, and the properties leased, subleased, licensed or occupied thereunderwith respect to each Real Property, the “address location, use and noting whether it is Owned Real Property or Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of has good and marketable fee simple title to the Leased Owned Real Property Property, free and clear of all LiensEncumbrances, except for Permitted Encumbrances. Schedule 3.7 sets forth a true and complete list of (i) all leases, ground leases and subleases of Real Property which is owned by another Person but leased or subleased by the Company or its Subsidiaries (as the lessee or sublessee), and (ii) all leases, ground leases and subleases pursuant to which the Company or its Subsidiaries leases or subleases real property to any other than Permitted LiensPerson (such leases and any amendments thereto, collectively with the leases (including any amendments thereto) described in clause (i) above, the “Real Property Leases”). All Real Property Leases are in full force and effect and are the legal, valid and binding obligation of the Company or its Subsidiaries and are enforceable in accordance with their respective terms, subject to the General Enforceability Exceptions. Except as would not reasonable be material expected to have, either individually or in the aggregate, a Company Material Adverse Effect, (x) neither the Company and its Subsidiaries, taken as a whole, (A) no default by nor any Subsidiary of the Company or its Subsidiariesis in Default under any Real Property Lease, or, and (y) to the Knowledge of the Company, the lessor, exists under any other party or parties to the Real Property Leases and (B) each are not in Default thereunder. No security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach of or default under such Real Property Lease that has not been redeposited in full. The other party to such Real Property lease is legal, valid and binding on, and enforceable against, not a Related Party of the Company or any of its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred collaterally assigned or pledged granted any other Encumbrance (except Permitted Encumbrances) in such Real Property Lease or any interest in any therein. The Company has delivered or made available to Parent true and complete copies of the all Real Property Leases, including all amendments thereto. (b) Section 3.10(b) To the Knowledge of the Seller Disclosure Schedule sets forth Company, there are no pending condemnation or similar proceeding affecting the Real Property or any portion thereof, including any special assessment proceeding or any Action which would impair or result in the termination of access from the Real Property to abutting public highways, streets and roads. (c) To the Knowledge of the Company, the Real Property is in compliance with all material provisions included in any Permitted Encumbrances on such Real Property, and to the Knowledge of the Company, there are no matters that create, or that with notice or the passage of time would create, a true and complete list default under any of all the documents evidencing such Permitted Encumbrances. (d) Except for the Real Property Leases, neither the Company nor its Subsidiaries has granted any leases or licenses, nor created any tenancies affecting the Real Property. Except for the other parties to the Real Property Leases, there are no other parties in possession of any portion of the Real Property. (e) To the Knowledge of the Company, no Person has any Contract, option or right of first refusal to purchase the Real Property or any part thereof that is not disclosed in the real property owned by records of the Company jurisdiction where the applicable Real Property is located (and set forth on Schedule 3.7(e)). (f) To the Knowledge of the Company, utilities are available to the Real Property in sufficient quantities for the present use on such Real Property, and no condition or its Subsidiaries fact exists that would result in termination or furnishing of such utilities. (such propertiesg) To the Knowledge of the Company, all certificates of occupancy, permits, licenses, franchises, consents, approvals and authorizations (collectively, the “Owned Real PropertyProperty Permits”) and of all Governmental Entities, boards of fire underwriters, associations, any quasi-governmental agency, or any other entity having jurisdiction over the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free that are required or appropriate to use or occupy the Real Property or operate the Company’s or its Subsidiaries’ business as currently conducted thereon, have been issued and clear of all Liensare in full force and effect or if such have not been issued or are not in full force and effect, other than Permitted Lienssuch failure will not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is obligated has received any written notice from any Governmental Entity or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to other entity having jurisdiction over the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required threatening a suspension, revocation, modification or cancellation of any Real Property Permit which issued giving rise to be performed by the Company or a Subsidiary prior to the date of this Agreementsuch notice has not been corrected. (ch) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to To the Knowledge of the CompanyCompany and except as set forth on Schedule 3.7(h), no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting each parcel of Real Property has legal direct vehicular and pedestrian access to any Person the right of use or occupancy of any portion of a public street adjoining the Real Property (except under sufficient for the Real Property Leases and Permitted Liens)operation of the Business as currently conducted.

Real Property. (a) Section 3.10(a)(i4.9(a) of the Seller Disclosure Schedule includes a true, correct and complete list Letter lists all of all the real property leases, subleases, licenses or other occupancy agreements used and interests therein owned by the Company or its Subsidiaries or to which any of them is a party as lesseethe SCT Subsidiaries (with all easements and other rights appurtenant to such property, sublessee, licensee or occupant (the “Owned Real Property Leases,” Property”). The Company or a SCT Subsidiary, as the case may be, holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any Liens, except Permitted Liens. (b) Section 4.9(b) of the properties leased, subleased, licensed Disclosure Letter lists all of the real property and interests therein leased or occupied thereunder, subleased by the Company or any of the SCT Subsidiaries (the “Leased Real Property”). The For each item of Leased Real Property, Section 4.9(b) of the Disclosure Letter lists the lease or sublease, pursuant to which the Company or its Subsidiariesa SCT Subsidiary, as applicablethe case may be, have holds a valid leasehold possessory interest in all of the Leased Real Property and all material amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of the Company or a SCT Subsidiary, as the case may be, with respect to each item of Leased Real Property is held free and clear of all any Liens, other than except Permitted Liens. Except as would not be material to set forth on Section 4.9(b) of the Disclosure Letter, neither the Company nor any of the SCT Subsidiaries is a sublessor of, and its Subsidiarieshas not assigned any Lease covering, taken as a whole, any portion of the Leased Real Property. (Ac) no default by Each Lease is valid and binding on the Company or its Subsidiariesthe applicable SCT Subsidiary and, orto the Knowledge of the Company, is valid and binding on the other parties thereto. The Company or the applicable SCT Subsidiary that is a party to the Lease and, to the Knowledge of the Company, the lessor, exists other parties thereto are not in material default or breach under any such Lease, and there are no pending claims affecting the Leases as of which the Company and the SCT Subsidiaries have written notice. (d) The Owned Real Property Leases and (B) each the Leased Real Property Lease is legal(collectively, valid and binding on, and enforceable against, the “Real Property”) constitute all material interests in real property currently owned or leased by the Company or its Subsidiaries, as applicable, and, to the Knowledge any of the Company, on and against SCT Subsidiaries in connection with the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesBusiness. Neither the Company nor any of its the SCT Subsidiaries has assignedreceived written notice that the location, transferred construction, occupancy, operation or pledged any interest in any use of the buildings located on the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company violates any restrictive covenant or its Subsidiaries (deed restriction recorded against such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, or any other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this AgreementLaws. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i3.16(a) of the Seller Company Disclosure Schedule includes sets forth a true, complete and correct and complete list of (i) all real property leases, subleases, licenses or other occupancy agreements used and interests in real property owned in fee by the Company or and its Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”) and (ii) all real property and interests in real property leased or to which any of them is licensed by the Company and its Subsidiaries (individually, a party as lessee“Real Property Lease” and collectively, sublessee, licensee or occupant (the “Real Property Leases,” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and the properties leased, subleased, licensed or occupied thereunder, collectively as the “Leased Company Properties”) as lessee or lessor, other than leases or licenses with customers entered into by the Company in the ordinary course of its business (including all leases or licenses for space in a data center), including a description of each such Real Property”Property Lease (including the name of each third party lessor or lessee and the date of each lease or sublease and all material amendments, modifications, supplements and other instruments describing the obligations of any party thereto). The Company or and its Subsidiaries, as applicable, Subsidiaries have a valid leasehold interest in good fee simple title to all of the Leased Real Owned Property free and clear of all Liens, other than except Permitted LiensExceptions. Except For purposes of the definition of Owned Property, such definition shall include all improvements thereon and all rights of way, easements, privileges and appurtenances pertaining or belonging thereto. (b) The Company Properties constitute all interests in real property currently used, occupied or held for use in connection with the business of the Company and its Subsidiaries and which are necessary for the continued operation of the business of the Company and its Subsidiaries as would not be the business is currently conducted. (c) The Company has made available to Parent in the VDR true, complete and correct copies of (i) all vesting deeds pursuant to which the Company took title, title reports (including back-up documents for all title exceptions) and surveys for the Owned Properties in the possession of the Company and its Subsidiaries and (ii) the Real Property Leases, together with all material to amendments, modifications and supplements, if any. (d) Each of the Company and its Subsidiaries, taken as applicable, has a wholevalid binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, (A) no default by the Company or its Subsidiaries, free and clear of all Liens other than Permitted Exceptions. There does not exist any actual or, to the Knowledge of the Company, the lessor, exists under threatened or contemplated condemnation or eminent domain proceedings that affect any Real Owned Property Leases and (B) each Real Property Lease is legal, valid and binding onor any part thereof, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge each of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all not received any notice, oral or written, of the Owned Real Property free and clear intention of any Governmental Authority to take or use by condemnation or eminent domain proceedings all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)thereof.

Real Property. (a) Section 3.10(a)(i3.11(a) of the Seller Disclosure Schedule includes a true, correct lists the address and complete list legal description of all real property leasesOwned Properties. Section 3.11(a) of the Disclosure Schedule contains a correct description (including, subleaseswithout limitation, licenses or other occupancy agreements used by a legal description) of each Owned Property. With respect to each Owned Property: (i) the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all Subsidiary set forth on Section 3.11(a) of the Leased Real Property Disclosure Schedule is the sole titleholder of record and owns good and marketable indefeasible fee simple absolute title and all equitable interest therein to the land, land improvements and buildings legally described as set forth in Section 3.11(a) of the Disclosure Schedule, together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of all Liens, except as set forth in Section 3.11(a)(i) of the Disclosure Schedule; and (ii) except as set forth in Section 3.11(a)(ii) of the Disclosure Schedule, the Company and its Subsidiaries have not leased, licensed or otherwise granted to any Person the right to use or occupy such Owned Properties or any portion thereof. (b) Section 3.11 of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property. The Company has made available to Buyer and Merger Sub a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. (c) Subject to the respective terms and conditions in the Leases, the Company or one of its Subsidiaries is the sole legal and equitable owner of the leasehold interest in the Leased Real Property and possesses good and marketable, indefeasible title thereto, free and clear of all Liens (other than Permitted Liens. Except as would not be material ). (d) With respect to the Company and its Subsidiaries, taken as a whole, each parcel of Real Property: (Ai) there are no default by the Company or its Subsidiaries, pending or, to the Knowledge of the Company, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the lessorcurrent use, exists under any occupancy or value thereof; (ii) the ownership and operation of the Real Property Leases in the manner in which it is now owned and operated comply with all zoning, building, use, safety or other similar Laws; (Biii) each Real Property Lease is legalall Improvements on any such parcel are in good operating condition, valid ordinary wear and binding ontear excepted, are supplied with utilities and enforceable against, other services necessary for the Company or its Subsidiaries, operation of the business as applicable, and, to the Knowledge of currently conducted at such facilities and safe for their current occupancy and use; (iv) neither the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries nor any Seller has assignedreceived any notice of any special Tax, transferred levy or pledged assessment for benefits or betterments that affect any interest in any parcel of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation special Taxes, levies or other taking is threatened assessments are pending or contemplated. There ; (v) there are no leases, subleases, licenses, or other agreements Contracts granting to any Person third party or parties the right of use or occupancy of any portion such parcel, and there are no third parties (other than the Company and its Subsidiaries) in possession of any such parcel; and (vi) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. The Real Property (except under comprises all of the Real Property Leases real property used or intended to be used in the business of the Company and Permitted Liens)its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any Contract or option to purchase any real property or any portion thereof or interest therein.

Real Property. (a) Section 3.10(a)(i3.19(a) of the Seller Company Disclosure Schedule includes a true, correct and complete list of lists all real property leases, subleases, licenses or other occupancy agreements used owned by the Company or and its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundercollectively, the “Leased Owned Real Property”). The With respect to such owned real property, the Company or one of its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property has good and marketable title to such owned real property, free and clear of all Liens, other than Permitted Liens. Except as would not be material to Encumbrances. (b) Section 3.19(b)(i) of the Company Disclosure Schedule contains a complete and accurate list of all of the existing leases or subleases (collectively, the “Leases”) under which the Company or any of its SubsidiariesSubsidiaries uses or occupies or has the right to use or occupy any real property (such property, taken as the “Leased Real Property” and collectively with the Owned Real Property, the “Real Property”) including, with respect to each Lease, the name of the lessor, master and sublessor, the date of the Lease and each amendment thereto, and the aggregate annual rental payable thereunder. The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements). The Company and/or its Subsidiaries have and own valid leasehold estates in the Leases and the Leased Real Property, free and clear of all Liens other than Permitted Encumbrances. Section 3.19(b)(ii) of the Company Disclosure Schedule contains a whole, (A) no default complete and accurate list of all real property leased or subleased by the Company or any of its SubsidiariesSubsidiaries to any Person including, orwith respect to each such Lease, to the Knowledge name of the Companymaster lessor, sublessor and sublessee, the lessor, exists under any Real Property Leases date of the Lease and (B) each Real Property Lease is legal, valid and binding onamendment thereto, and enforceable against, the aggregate annual rental payable thereunder. The Leases are each in full force and effect and neither the Company nor any of its Subsidiaries is in breach of or its Subsidiariesdefault under, as applicableor has received written notice of any breach of or default under, any Lease, and, to the Knowledge knowledge of the Company, on and against no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the lessor Company or any of its Subsidiaries or any other party thereto, except for such failure to be in accordance with its termsfull force and effect or such breaches or defaults that would not have, subject to bankruptcyindividually or in the aggregate, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. a Company Material Adverse Effect. (c) Neither the Company nor any of its Subsidiaries has assigned, transferred owes brokerage commissions or pledged finders fees with respect to any interest in any Real Property. The Company and its Subsidiaries currently occupy all of the Real Property Leases. (b) Section 3.10(b) for the operation of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Lienstheir business. Neither the Company nor any of its Subsidiaries is obligated Subsidiary has transferred or bound by assigned any optionsinterest in any Lease, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by nor has the Company or a any Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation subleased or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right otherwise granted rights of use or occupancy of any portion of the premises described therein to any other person or entity, except as described in Section 3.19(b)(ii) of the Company Disclosure Schedule. (d) As of the date of this Agreement, to the Company’s knowledge, the landlord under each Lease has complied with all of the requirements, conditions, representations, warranties and covenants of the landlord thereunder, including the timely completion of construction of the leased premises in a good and workmanlike manner and otherwise in accordance with the Leases. (e) There is no pending or, to the Company’s knowledge, threatened condemnation or similar proceeding affecting any Owned Real Property or any portion thereof, or any special assessments that are reasonably likely to materially and adversely affect the Owned Real Property. (except under f) The operations of the Company and any of its Subsidiaries on the Owned Real Property, including the improvements thereon, does not violate in any material respect any applicable Legal Requirement, and any such non-violation is not dependent on so-called non-conforming use exceptions. (g) To the knowledge of the Company, each Real Property Leases and Permitted Liens)all of its operating systems are in good operating condition and repair (subject to normal wear and tear) and is suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted. (h) Neither the Company nor any Subsidiary has received any notice from any insurance company of any defects or inadequacies in any Owned Real Property or any part thereof which could materially and adversely affect the insurability of such property or the premiums for the insurance thereof, nor has any notice been given by any insurer of any such property requesting the performance of any repairs, alterations or other work with which compliance has not been made.

Real Property. (a) Section 3.10(a)(i4.6(a) of the Seller Sellers’ Disclosure Schedule includes sets forth a true, correct accurate and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any addresses of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the CompanyAcquired Properties, the lessor, exists under any Real Property Leases HUD Properties and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property LeasesCasablanca Properties. (b) Each Acquired Company (as applicable) has or will have as of immediately prior to the Core Portfolio Closing, insurable title in fee simple or leasehold, as set forth on Section 3.10(b4.6(b) of Sellers’ Disclosure Schedule, to all of its Acquired Properties, free and clear of any Encumbrance except for any Permitted Encumbrances. Except as set forth on Section 4.6(b) of the Seller Sellers’ Disclosure Schedule, each Acquired Company (as applicable) is the named insured under an owner’s policy of title insurance in the amount set forth on Section 4.6(b) of the Sellers’ Disclosure Schedule sets forth insuring fee simple title to the applicable Acquired Property subject only to Permitted Encumbrances. None of the Permitted Encumbrances constitute a true default by an Acquired Company, as landlord, under any of the Property Leases. Sellers have provided to the Buyer true, accurate and complete list copies of all existing surveys and title insurance policies, to the real property owned by extent in the Company possession of or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofotherwise available to Sellers. Except as set forth in Section 3.10(b4.6(b) of the Seller Sellers’ Disclosure Schedule, no Seller or any Acquired Company (during the Company and its Subsidiaries have good marketable and valid fee simple title to all period of ownership of the Owned Real Property free and clear Acquired Companies by Sellers) has received written notice that (i) any building or structure, to the extent of all Liensthe premises owned or leased by any Acquired Company, or (ii) any appurtenance thereto or equipment therein, or (iii) the ownership, operation or maintenance thereof violates in any material respect any restrictive covenant or any rule adopted by any national, state or local association or board of insurance underwriters. No Seller or any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received written notice of any pending or threatened condemnation proceeding, special assessment (other than Permitted Liensa special assessment that is the obligation of a Tenant under the terms of a Property Lease), tax certiorari (other than a tax certiorari that is the obligation of a Tenant under the terms of a Property Lease) or similar proceeding with respect to any Acquired Property. Neither To the Company nor Knowledge of Sellers, the applicable covenants, easements or rights-of-way affecting any Acquired Property do not in any material respect impair any Acquired Company’s ability to use such Acquired Property in the operation of its Subsidiaries is obligated or bound by any options, obligations or rights business as conducted presently and as of first refusal or contractual rights to sell or acquire any real property. Except as would not be material immediately prior to the Core Portfolio Closing. Each Acquired Company and its Subsidiaries(as applicable) has, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon respects, sufficient access to public roads, streets or the Owned Real Property that are required like or valid perpetual easements over private streets, roads or other private property for such ingress to be performed by and egress from the Acquired Properties to use them in the operation of the business of the applicable Acquired Company or a Subsidiary as conducted presently and as of immediately prior to the date Core Portfolio Closing. For the purposes of this AgreementSection 4.6(b), “insurable title” is deemed to be such title as a nationally reputable title company will insure at standard rates. (c) No Seller or any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received any unresolved written notice (i) of any pending or contemplated rezoning proceeding directly affecting any Acquired Property, or (ii) from any utility company or municipality of any fact or condition that would be reasonably likely to result in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for any Acquired Property, or that assert the current use of any of the Acquired Properties violate any applicable zoning ordinances or interfere with any such utility company’s or municipality’s easement rights with respect to any such Acquired Property. (d) No Seller or any Acquired Company is or, other than as entered into in accordance with Section 6.1(b), as of immediately prior to the Closing will be, party to any lease or license with respect to any Acquired Property other than: (i) the Property Leases, (ii) immaterial leases entered into in the ordinary course of business, consistent with past practice and (iii) leases terminable with 30 days notice without any penalty or premium. (e) Section 4.6(e) of Sellers’ Disclosure Schedule sets forth a complete and accurate list of each Property Lease including, without limitation, each Property Lease relating to each Acquired Property, HUD Property and Casablanca Property and the monthly rent payable thereunder as of October 1, 2009. A true copy of each Property Lease has been delivered to the Buyer. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, each Property Lease is in full force and effect and has not been modified, supplemented or amended in any way. Neither the whole any Seller nor any Acquired Company has received any written notice from any Tenant that such Tenant desires to terminate or amend a Property Lease. The Acquired Companies are the sole landlord parties under the Property Leases. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, neither any Seller nor any Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has received any written notification from any Tenant that an Acquired Company is in default under any Property Lease. No Acquired Company is in default under any Property Lease. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, no Acquired Company (during the period of ownership of the Acquired Companies by Sellers) has given notice to any Tenant that such Tenant or any of its Affiliates are in default under any Property Lease. Except as set forth on Section 4.6(e) of Sellers’ Disclosure Schedule, to Sellers’ Knowledge, no Tenant or any of such Tenant’s Affiliates are in default under any Property Lease to which such Tenant is a party. A complete and accurate list of all security deposits (specifying the nature of such deposit), tax reserves, insurance reserves, capital expenditure reserves, and any other deposits and reserves maintained by any Seller or an Acquired Company in connection with each Property Lease is set forth on Section 4.6(e) of Sellers’ Disclosure Schedule. (f) No part of the Owned Real Property any Acquired Property, including, without limitation, any building or improvement thereon, is subject to any pending suit for condemnation purchase option, right of first refusal or first offer or other taking by any Governmental Authoritysimilar right, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liensas set forth on Section 4.6(f).

Real Property. (a) Section 3.10(a)(i3.17(a) of the Seller Company Disclosure Schedule includes contains a true, correct and complete list of the addresses of all real property leasesland, subleasestogether with all buildings located thereon, licenses or and all easements and other occupancy agreements used rights and interests appurtenant thereto, owned by the Company or its Subsidiaries or to which any Affiliate of them is a party as lessee, sublessee, licensee or occupant the Company (the “Owned Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real PropertyProperties”). The Except as disclosed in Section 3.17(a) of the Company Disclosure Schedule, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its Subsidiaries, as applicable, have a valid leasehold interest in all an Affiliate of the Leased Company has good and marketable indefeasible fee simple title to each of the Owned Real Property Properties free and clear of all leases, rights to use or occupy, tenancies, options to purchase or lease, rights of first refusal, rights of first offer, claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) leases to an Affiliate of the Company that the Company or an Affiliate of the Company may freely amend or terminate without the consent of any other person, (B) statutory liens securing payments not yet due or payable, (C) mortgages, or deeds of trust, security interest or other encumbrances on title related to Indebtedness reflected on the consolidated financial statements of the Company, and (D) Permitted Liens. (b) Section 3.17(b) of the Company Disclosure Schedule contains a list of all leases, subleases, licenses, concessions and other agreements (written or oral) pursuant to which the Company or any Affiliate of the Company holds any interests in real property (other than Permitted LiensOwned Real Property) with reference to the addresses for all such real property (the “Leased Real Properties”, and together with the Owned Real Properties, the “Real Properties”). Except as would not be material to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiariesor an Affiliate of the Company has good leasehold title with respect to each of the Leased Real Properties, taken as a whole, subject only to (A) no default by the Company or its Subsidiaries, or, subleases to the Knowledge an Affiliate of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease statutory liens securing payments not yet due or payable, (C) Easements, covenants, conditions, restrictions and other similar matters of record that do not materially affect the continued use of the property for the purposes for which the property is legal, valid and binding oncurrently being used, and enforceable against, the Company or its Subsidiaries, as applicable, and, (D) Permitted Liens; (ii) to the Knowledge knowledge of the Company, on each lease of the Leased Real Properties is the legal, valid, binding obligation of the Company or an Affiliate of the Company, in full force and against the lessor or other party thereto, effect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws, now or hereafter in effect, and other Laws principles of general applicability relating to or equity affecting creditors’ rights and remedies generally; (iii) neither the Company nor, to general equity principles. Neither the knowledge of the Company, any Affiliate of the Company nor any other party of its Subsidiaries has assigned, transferred or pledged any interest in any of such leases, is in breach or default under any such lease, and no event has occurred or circumstance exists which, with the Real Property Leases. delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease; and (biv) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated Affiliates has not subleased, licensed or bound by otherwise granted any options, obligations person the right to use or rights of first refusal or contractual rights to sell or acquire occupy any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Leased Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementany portion thereof. (c) Neither the whole nor any part The Real Properties comprise all of the Owned Real Property is subject to any pending suit real property used or being developed for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licensesuse, or other agreements granting to any Person otherwise related to, the right of use or occupancy of any portion of business conducted by the Company and its Affiliates. The buildings, structures, improvements, fixtures, building systems and equipment included in the Real Property (except under the Real Property Leases “Improvements”) are, in all material respects, generally in good condition and Permitted Liensrepair (taken as a whole), ordinary wear and tear excepted, and sufficient for the operation of the business of the Company or its Affiliates, as applicable, in all material respects consistent with past practice.

Real Property. (a) Section 3.10(a)(i3.18(a) of the Seller Company Disclosure Schedule includes contains a true, correct list and complete list brief description of all real property leases, subleases, licenses or and other occupancy agreements used by (the “Leases”) which are individually or in the aggregate material to the business of the Company and its Subsidiaries and pursuant to which the Company or any of its Subsidiaries or to which any of them is a party leases real property as lessee, sublessee, licensee or occupant tenant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”), and the Company has made available to Parent a true and complete copy of each such Lease. The Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its Subsidiariesapplicable Subsidiary and to the Knowledge of the Company, the other parties thereto, except, in each case, as applicablemay be limited by bankruptcy, have insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors and by general principles of equity, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in all of the Leased Real Property pursuant to such Lease, (iii) to the Knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all Leases. (b) Section 3.18(b) of the Company Disclosure Schedule contains a list and brief description of all real property owned by the Company or the Subsidiaries (the “Owned Real Property”) which are individually or in the aggregate material to the business of the Company and its Subsidiaries. Except as set forth in Section 3.18(b) of the Company Disclosure Schedule, either the Company or one of its Subsidiaries has good and marketable fee simple title to all of the Owned Real Property, free and clear of all Liens, other than except for Permitted Liens. . (c) Except as would not be material to set forth in Section 3.18(c) of the Company and its Subsidiaries, taken as a whole, Disclosure Schedule: (Ai) there are no default by the Company or its Subsidiaries, pending or, to the Knowledge of the Company, the lessorthreatened condemnation proceedings or threatened litigation, exists under any Real Property Leases and (B) each Real Property Lease is legalclaims, valid and binding onactions, and enforceable againstsuits, the Company proceedings, investigations or its Subsidiaries, as applicable, and, administrative actions relating to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”; (ii) the existing buildings and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the improvements located on such Owned Real Property free are located entirely within the boundary lines and clear with any setback lines of all Liens, other than Permitted Liens. Neither such Owned Real Property or on permanent easements on adjoining land benefiting such Owned Real Property and may lawfully be used under applicable zoning and land use laws for the Company nor any of its Subsidiaries is obligated or bound by any options, obligations purposes for which they are presently being used; (iii) there are no outstanding options or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon purchase the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. Property; (cvi) Neither the whole nor any part of the Owned Real Property is subject in compliance with the terms and provisions of any restrictive covenants, easements, conditions, or agreements affecting such Real Property; and (vii) the Company has made available to any pending suit for condemnation or other taking by any Governmental Authority, andParent, to the Knowledge of extent in the Company’s possession or control, no complete and accurate copies of all such condemnation or other taking is threatened or contemplated. There are no title insurance policies (including all documents referenced therein as exceptions to coverage); deeds; surveys; environmental assessment and similar reports, and leases, subleases, licenses, licenses or other agreements (including any amendments or modifications thereto) granting to any Person other party the right of use or occupancy of any portion of the Owned Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (ai) Section 3.10(a)(i) Except in any such case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or its applicable Subsidiary has good and valid title to each parcel of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used owned by the Company or any of its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Owned Real Property Leases,” Property”), free and clear of all Liens except for Permitted Liens. (ii) Except in any such case as is not and would not reasonably be expected to have, individually or in the properties leasedaggregate, subleaseda Company Material Adverse Effect, licensed the Company or occupied thereunder, its applicable Subsidiary holds good and valid leasehold interests in the real property which is leased or subleased by the Company or any of its Subsidiaries (the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens. Section 5.1(p)(ii) of the Company Disclosure Letter contains a true and complete list, other than Permitted Liensas of the date hereof, of each parcel of Leased Real Property (A) that is one of the sixteen “larger leased sites” listed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 in its response to Item 2 thereof, (B) that contains a manufacturing facility or (C) with an annual rent payment in excess of $2 million (collectively, the “Material Leased Real Property”). Except as would not be material to Each Contract of the Company or its applicable Subsidiary for the Material Leased Real Property, where such Contract constitutes a lease of real property establishing a leasehold estate under which the Company or its applicable Subsidiary is a tenant or subtenant (a “Material Lease”), is valid and binding on the Company and each of its SubsidiariesSubsidiaries that is a party thereto (but in each case subject to the Bankruptcy and Equity Exception) and, taken as to the Knowledge of the Company, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that have not had and would not reasonably be expected to have, individually or in the aggregate, a whole, (A) Company Material Adverse Effect. There is no default (beyond applicable grace, notice and/or cure periods, if any) under any Material Lease by the Company or any of its SubsidiariesSubsidiaries that is a party thereto, or to the Knowledge of the Company any other party thereto, and no event has occurred that with notice or lapse of time or both would constitute a default thereunder by the Company or any of its Subsidiaries that is a party thereto, or to the Knowledge of the Company any other party thereto, except in each case as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Complete and correct copies of each Material Lease and any material amendments thereto have been provided or made available to Buyer prior to the date hereof. Except as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no condemnation or eminent domain proceedings or compulsory purchase pending or, to the Knowledge of the Company, threatened with respect to the lessor, exists under any Owned Real Property Leases and (B) each or Material Leased Real Property Lease is legal, valid and binding on, and enforceable against, that would interfere with the present use of the real property subject thereto by the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i2.15(a) of the Seller Company Disclosure Schedule includes sets forth the address and description of each Owned Real Property. Except for matters that, individually or in the aggregate, would not have a trueCompany Material Adverse Effect, correct with respect to each material Owned Real Property: (i) the Company or one of its Subsidiaries (as the case may be) has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except for Permitted Liens; (ii) except as set forth in Section 2.15(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof; and (iii) other than the right of Parent and Merger Sub pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 2.15(b) of the Company Disclosure Schedule contains a complete and accurate list of all real property of the existing material leases, subleases, licenses subleases or other occupancy agreements used by (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to which use or occupy, now or in the future, any real property in excess of them is a party as lessee, sublessee, licensee or occupant 1,000 (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunderone thousand) square feet per site (such property, the “Leased Real Property”). The Company or and/or its Subsidiaries, as applicable, have a valid leasehold interest in Subsidiaries enjoy peaceful and undisturbed possession under all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property such Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance there are no material disputes with its terms, subject respect to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlessuch Lease. Neither There are no existing material defaults by the Company nor beyond any of its Subsidiaries has assigned, transferred or pledged any interest in any of the applicable grace period under such Leases. The Leased Real Property Leases. (b) identified in Section 3.10(b2.15(b) of the Seller Company Disclosure Schedule sets forth a true and complete list of all Schedule, collectively with the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth Property identified in Section 3.10(b2.15(a) of the Seller Company Disclosure Schedule, and subject to the Leases, comprises all of the material real property used in the Company’s business. Each of the Company and its Subsidiaries has complied with the terms of all Leases, and all Leases are in full force and effect, except for such non-compliances or failures to be in full force and effect that, individually or in the aggregate, would not have good marketable and valid fee simple title a Company Material Adverse Effect. With respect to all each of the Owned Leases: (i) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property free or any portion thereof; (ii) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and clear of all Liens(iii) there are no Liens on the estate or interest created by such Lease, other than Permitted Liens. Neither the The Company nor any has made available to Parent and Merger Sub a true and complete copy of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material each Lease document with respect to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Leased Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this AgreementProperty. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i2.15(a) of the Seller Company Disclosure Schedule includes contains a true, true and correct and complete list of all (i) each parcel of real property leasesleased, subleases, licenses or other occupancy agreements used utilized and/or operated by the Company (as lessor or its Subsidiaries lessee or to which any of them is a party as lessee, sublessee, licensee or occupant otherwise) (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “"Leased Real Property”)") and (ii) all Liens relating to or affecting any parcel of real property referred to in clause (i) to which the Company is a party. The Company or owns no real property other than Company owned leasehold improvements, if any, on the Leased Real Property. (b) Subject to the terms of its Subsidiariesrespective leases, as applicable, have the Company has a valid and subsisting leasehold interest estate in all and the right to quiet enjoyment of each of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to Properties for the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge full term of the Company, the lessor, exists under any Real Property Leases and leases (Bincluding renewal periods) each Real Property Lease relating thereto. Each lease referred to in clause (i) of Section 2.15(a) above is a legal, valid and binding onagreement, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any and of its Subsidiaries has assignedeach other Person that is a party thereto, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except except as set forth in Section 3.10(b2.15(b) of the Seller Company Disclosure Schedule, there is no, and the Company and its Subsidiaries have good marketable and valid fee simple title has not received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The Company does not owe brokerage commissions or finders fees with respect to all of any such Leased Real Property, except to the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither extent that the Company nor may renew the term of any of its Subsidiaries is obligated or bound by such lease, in which case, any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as such commissions and fees would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property amounts that are required to be performed by reasonable and customary for the Company or a Subsidiary prior to the date of this Agreementspaces so leased, given their intended use and terms. (c) Neither the whole nor any part Except as disclosed in Section 2.15(c) of the Owned Company Disclosure Schedule, all improvements on the Leased Real Property is subject to any pending suit (A) comply with and are operated in accordance with applicable laws (including Environmental Laws) and all applicable Liens, Approvals, Contracts, covenants and restrictions and (B) are in all material respects in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and such improvements are in all material respects adequate and suitable for the purposes for which they are presently being used and there are no condemnation or other taking by any Governmental Authority, andappropriation proceedings pending or, to the Knowledge knowledge of the Company, no threatened against any of such condemnation real property or other taking the improvements thereon. (d) True and correct copies of the documents under which the Leased Real Property is threatened leased, subleased (to or contemplatedby the Company or otherwise), utilized, and/or operated (the "Lease Documents") have been delivered to Broadcom. There The Lease Documents are unmodified and in full force and effect, and there are no leases, subleases, licensesother Contracts between the Company and any third party(ies), or other agreements granting by and among any third party(ies), claiming an interest in the interest of the Company in the Leased Real Property or otherwise relating to any Person the right of use or and occupancy of any portion of the Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(i4.12(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list of (i) all real property leases, subleases, licenses or other occupancy agreements used and interests in real property owned in fee by the Company Company, the Purchased Companies or its Subsidiaries or to which any of them their Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”), in each case identifying the legal name of the entity under which such Owned Property is held, and (ii) all real property and interests in real property leased by the Company, the Purchased Companies or any of their Subsidiaries (individually, a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,Lease” and the real properties leasedspecified in such leases, subleasedtogether with the Owned Properties, licensed being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or occupied thereunderlessor, in each case identifying the legal name of the entity under which such Real Property Lease is held. The Company, the “Leased Real Purchased Companies and their Subsidiaries have good and marketable fee title to all Owned Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, Liens of any nature whatsoever except (A) no default by Liens set forth on Section 4.12(a) of the Company Disclosure Schedule and (B) Permitted Exceptions. The Company Property constitutes all interests in real property currently used or its Subsidiaries, or, to currently held for use in connection with the Knowledge business of the Company, the lessor, exists under any Real Property Leases Purchased Companies and (B) each Real Property Lease is legal, valid their Subsidiaries and binding on, and enforceable against, which are necessary for the Company or its Subsidiaries, as applicable, and, to continued operation of the Knowledge business of the Company, on the Purchased Companies and against their Subsidiaries as the lessor or other party theretobusiness is currently conducted. The Company, in accordance with its termsthe Purchased Companies and their Subsidiaries have a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other Laws of general applicability relating to or similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity principles. Neither (regardless of whether enforcement is sought in a proceeding at law or in equity), and none of the Company nor Company, the Purchased Companies or any of its their Subsidiaries has assignedreceived any written notice of any default or event that with notice or lapse of time, transferred or pledged both, would constitute a default by the Company, the Purchased Companies or any interest in of their Subsidiaries under any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, Leases and, to the Knowledge of the Company, no such condemnation or other taking party is threatened or contemplated. There are in default thereof, and no leases, subleases, licenses, or other agreements granting party to any Person the right of use or occupancy of any portion of the Real Property Leases has exercised any termination rights with respect thereto. All of the Company Property, buildings, fixtures and improvements thereon owned or leased by the Company, the Purchased Companies and their Subsidiaries are in good operating condition and repair (except under subject to normal wear and tear). The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases Leases, together with all amendments, modifications or supplements, if any, thereto. (b) The Company, the Purchased Companies and Permitted Liens)their Subsidiaries have all material certificates of occupancy and Permits of any Governmental Body necessary for the current use and operation of each Company Property, and the Company, the Purchased Companies and their Subsidiaries have fully complied with all material conditions of the Permits applicable to them. No default or material violation, or event that with the lapse of time or giving of notice or both would become a default or material violation, has occurred in the due observance of any Permit. (c) There does not exist any actual or, to the Knowledge of the Company, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and none of the Company, the Purchased Companies or any their Subsidiaries has received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (d) None of the Company, the Purchased Companies or any of their Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (e) Except as provided in the Real Property Leases, none of the Company, the Purchased Companies or any of their Subsidiaries owns or holds, and is not obligated under or a party to, any option, right of first refusal or other right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

Real Property. (a) Section 3.10(a)(iSchedule 4.10(a) of the Seller Company Disclosure Schedule includes a true, correct and complete list Schedules lists the street address of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any each parcel of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, leased by each Acquired Company (the “Leased Real Property”). The Company or its Subsidiaries, and a list, as applicable, have a valid leasehold interest in all of the date of this Agreement, of all leases for each parcel of Leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. The Acquired Companies have made available to Buyer true, accurate and complete copies of (i) all Leases, and (ii) any material reciprocal easement agreements, declarations of restrictive covenants, utility contracts, roof warranties, shopping center association or co-op agreements and all other agreements that could impose material obligations on Buyer as a tenant under the Leases, including all amendments, extensions and renewals with respect to (i) and (ii). (b) Schedule 4.10(b) of the Company Disclosure Schedules sets forth each parcel of real property owned by the Acquired Companies and used in or necessary for the conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Sellers have delivered to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired the Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Acquired Companies with respect to each such parcel. With respect to each parcel of Owned Real Property and except as provided in the documents provided to Buyer: (i) The Acquired Company that owns the Owned Real Property has good and marketable fee simple title, free and clear of all LiensEncumbrances, except for Permitted Encumbrances; (ii) except as set forth on Schedule 4.10(b) of the Company Disclosure Schedules, no Acquired Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no unrecorded outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Except as set forth on Schedule 4.10(c) of the Company Disclosure Schedules: (i) none of the Real Property is subject to any commitment for sale or use by any Person other than the applicable Acquired Company; (ii) none of the Real Property is subject to any Encumbrance (other than Permitted Liens. Except as would not be Encumbrances) which in any material respect interferes with or impairs the value, transferability or present and continued use thereof in the usual and normal conduct of the Business; (iii) the Owned Real Property, and to the Company Knowledge of the Company, the Leased Real Property and its Subsidiarieseach user thereof, taken as is in compliance in all material respects with all Governmental Requirements (including without limitation all zoning, subdivision and other applicable land use ordinances) and all existing covenants, conditions, restrictions and easements, and the current use of the Real Property does not constitute a whole, non-conforming use under the applicable zoning ordinances; and (Aiv) no material default or breach exists with respect to, and no Acquired Company has received any written notice of any material default or breach under, any Encumbrance affecting any of the Real Property. (d) There are no condemnation or eminent domain proceedings pending, or to the Knowledge of the Company, contemplated or threatened, against the Real Property or any part thereof, and no Acquired Company has received written notice of any desire of any Governmental Authority to take or use the Real Property or any part thereof. To the Knowledge of the Company, there are no existing contemplated or threatened, general or special assessments affecting the Real Property or any portion thereof. (e) No Acquired Company has received written notice of, nor does any Acquired Company have Knowledge of, any pending or threatened action, suit, claim, investigation or other legal proceeding (including without limitation condemnation or eminent domain proceeding) before any Governmental Authority which relates to the ownership, maintenance, use or operation of the Real Property and which would reasonably be expected to materially adversely affect the use of the Real Property, nor does any Acquired Company have Knowledge of any fact which would reasonably be expected to give rise to any such action, suit, claim, investigation or other legal proceeding or any type of existing or intended use of any real property adjacent to the Real Property which would reasonably be expected to materially adversely affect the use of the Real Property. (f) None of the Real Property is located within any area determined to be flood-prone under the Federal Flood Protection Act of 1973, or any comparable state or local Law. No Acquired Company has received any written notice from any insurance company of any defects or inadequacies in the Real Property or any part thereof which would materially and adversely affect the insurability of the Real Property or the premiums for the insurance thereof, and no written notice has been given to any Acquired Company by any insurance company which has issued a policy with respect to any portion of the Company Real Property or its Subsidiariesby any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, oralterations or other work which has not been complied with. To the Knowledge of the Company, all water, sewer, gas, electric, telephone and drainage facilities and all other utilities required by Law or for the normal use and operation of the Real Property are installed to the improvements situated on the Real Property, are connected pursuant to valid permits, enter the Real Property through adjoining public streets and are otherwise adequate in all material respects for the present operation of the Business and in compliance in all material respects with all Law applicable thereto. Access to and from the Real Property is via public streets, which streets are sufficient for the present operation of the Business. To the Knowledge of the Company, the buildings and improvements on the Real Property (including the heating, air conditioning, mechanical, electrical and other systems used in connection therewith) are in a reasonable state of repair, ordinary wear and tear excepted, have been well maintained and are free from infestation by termites, other wood destroying insects, and, except in de minimis respects, vermin and other pests. There are no repairs or replacements for Real Property exceeding US $100,000 for any single repair or replacement, or US $250,000 or more in the aggregate for all repairs and replacements, which are currently contemplated by any Acquired Company, or which, to the Knowledge of the Company, the lessor, exists under any Real Property Leases should be made in order to maintain said buildings and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge improvements in a reasonable state of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasesrepair. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i3.14(a)(i) of the Seller Company Disclosure Schedule includes a true, correct and complete list sets forth all of all the real property leases, subleases, licenses or other occupancy agreements used properties owned by the Company or any of its Subsidiaries or to which any as of them is the date of this Agreement (each, a party as lessee“Company Owned Property” and, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundercollectively, the “Leased Real PropertyCompany Owned Properties”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (Ai) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company one or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any more of its Subsidiaries has assigned, transferred or pledged any interest in any owns fee simple title to each of the Real Property Leases. (b) Company Owned Properties identified in Section 3.10(b3.14(a)(i) of the Seller Company Disclosure Schedule sets forth a true and complete list of all the real property (ii) each Company Owned Property is owned by the Company or one or more of its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than except for Permitted Liens. Neither Section 3.14(a)(ii) of the Company nor Disclosure Schedule sets forth an accurate and complete list of each material real property that, as of the date of this Agreement, is under Contract for purchase by the Company or any of its Subsidiaries. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth all material real properties leased or subleased (for the avoidance of doubt, as lessee or sublessee) by the Company or any of its Subsidiaries is obligated or bound by any optionsas of the date of this Agreement (each, obligations or rights a “Company Lease” and, together with the Company Owned Properties, the “Company Property”). The Company has made available to Parent a correct and complete copy of first refusal or contractual rights to sell or acquire any real propertyeach Company Lease and all amendments and other modifications thereto, in each case, as in effect as of the date hereof. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or the Subsidiaries and, to the Knowledge of the Company, with respect to the other parties thereto, except, in each case, as enforceability may be limited by the Bankruptcy and Equity Exception, and (ii) neither the Company nor any of its Subsidiaries have fulfilled is and, to the Knowledge of the Company, no other party is, in breach or violation of, or default under, any Company Lease. Section 3.14(b) of the Company Disclosure Schedule sets forth a list of the address of each facility and performed in all material respects all obligations real property which, as of the date of this Agreement, is required under a binding upon the Owned Real Property that are required Contract to be performed leased or subleased by the Company or a Subsidiary prior to any of its Subsidiaries where possession commences after the date of this Agreement. (c) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) the easements or other similar rights that are necessary to permit the current use of the buildings and improvements on any of the Company Owned Properties or that are necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of the Company Owned Properties are in full force and effect, (ii) the Company and its Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy and other than property owned by any third party managers), and (iii) none of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens. Section 3.14(c) of the Company Disclosure Schedule sets forth all leased personal property of the Company or any of its Subsidiaries with monthly lease obligations as of the date hereof in excess of $10,000 and that are not terminable upon thirty (30) days’ notice. (d) The Company has made available to Parent the most current policy of title insurance (each, a “Company Title Insurance Policy”) insuring, or a valid marked-up title commitment (each, a “Company Title Insurance Commitment”) pursuant to which the title insurance company has committed to issue a policy of title insurance that will insure, as of the effective date of each such insurance policy, fee simple title interest held by the Company or the applicable Subsidiary with respect to each Company Owned Property and/or held by any lender with respect to any Company Owned Property. To the Knowledge of the Company, all such Company Title Insurance Policies and Company Title Insurance Commitments are, as of the date of this Agreement, in full force and effect, and no material claim has been made against any Company Title Insurance Policy that is outstanding as of the date of this Agreement. No material written claim has been made against any Company Title Insurance Policy. (e) The Company has made available to Parent a schedule identifying, as of August 30, 2019, each lease, sublease or other right of occupancy to which the Company or any of its Subsidiaries is a party as landlord with respect to each Company Owned Property (such leases, subleases or other rights of occupancy, together with all amendments and other modifications thereto, collectively, the “Tenant Leases”) and specifying, for each such Tenant Lease, the name of the tenant, rent, security and other deposits, lease move-in date and lease expiration date (such information, the “Rent Roll”). The Rent Roll is accurate and complete in all material respects. Except with respect to, and in accordance with the terms of, the Property Management Contracts, as of the date hereof, (i) no material commission, fee or other compensation (“Leasing Costs”) is currently payable by the Company or any of its Subsidiaries to any broker with respect to any Tenant Lease, and (ii) except as set forth in Section 3.14(e) of the Company Disclosure Schedule, there are no existing Contracts pertaining to material Leasing Costs in connection with new Tenant Leases, or renewals or extensions of existing Tenant Leases. Except as set forth in Section 3.14(e) of the Company Disclosure Schedule, as of the date set forth therein, there were no prepaid rents or any currently existing rent concessions or setoffs, nor is any tenant under any Tenant Lease entitled to a rent concession for any period subsequent to the Closing Date, nor has the Company or any of its Subsidiaries received any written notice from any such tenant asserting any defense, setoff or counterclaim in connection with any Tenant Lease which remains unresolved, in each case, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Prior to the date hereof, the Company has provided Parent true, complete and correct copies of its standard form of Tenant Lease for each applicable Company Owned Property. Except as set forth in Section 3.14(e) of the Company Disclosure Schedule, as of the date set forth therein, (i) there were no unpaid Leasing Costs under the Tenant Leases and (ii) neither the Company nor any of its Subsidiaries received written notice of any default under any Tenant Lease, in each case, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (f) Neither the whole Company nor any part of its Subsidiaries has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Owned Real Properties or (ii) any applicable Law, including any zoning regulation or ordinance, board of fire underwriters rules, building, fire, health or similar law, code, ordinance, order or regulation, has been violated in respect of any Company Owned Property, except, in the case of clause (ii) above, as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There has not occurred any unrepaired Casualty with respect to any Company Owned Property that would reasonably be in excess of $100,000 in the aggregate. (g) There are no unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Owned Property or any portion thereof or interest therein, and to the Knowledge of the Company, there are no other outstanding rights or Contracts to enter into any Contract for sale, ground lease or letter of intent to sell or ground lease any Company Owned Property or any portion thereof or interest therein, which, in each case, is in favor of any party other than the Company or any of its Subsidiaries. (h) No contractual or donative commitments relating to any Company Owned Property has been made by, for or on behalf of any of the Company or any of its Subsidiaries to any Governmental Authority, which would impose any material obligation upon the Company or any of its Subsidiaries to make any contribution or dedication of money or land, or to construct, install or maintain any improvements of a public or private nature on or off a Company Owned Property. (i) Except as set forth in Section 3.14(i) of the Company Disclosure Schedule, as of the date set forth therein, there were no notices to the Company from homeowner associations or local governmental jurisdictions applicable to the Company Owned Property claiming any delinquencies, repair or maintenance violations or violations of building codes, CCRs or HOA regulations that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (j) The Company is not in violation of fair housing laws, ADA requirements, building codes or other federal, state or local laws governing the rental of residential properties that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (k) To the Knowledge of the Company, none of the Company Owned Property is subject to any pending suit rent control ordinances. (l) To the Knowledge of the Company, all rents and other receipts with respect to the Company Owned Property that are collected by third party property managers are deposited directly into bank accounts that are for condemnation the benefit of the Company or other taking by any Governmental Authorityits Subsidiaries, andand monthly reports showing all deposits into and withdrawals from such bank accounts have been timely provided to the Company or its Subsidiaries, as applicable. (m) Except as set forth in Section 3.14(m) of the Company Disclosure Schedule, as of the date set forth therein, for all Company Owned Property for which the Company accepts Section 8 housing vouchers as partial payment of rent, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leasesthe Company was in compliance in all material respects with all conditions, subleases, licenses, or other agreements granting to any Person the right requirements and regulations of use or occupancy of any portion Section 8 of the Real Property (except under Housing Act of 1937, HUD and the Real Property Leases and Permitted Liens)public housing agencies that administer the Section 8 voucher program with respect to Section 8 housing units owned by the Company.

Real Property. (a) Section 3.10(a)(i3.18(a) of the Seller Company Disclosure Schedule includes contains a true, correct list and complete list brief description of all real property leases, subleases, licenses or and other occupancy agreements used by (the “Leases”) which are individually or in the aggregate material to the business of the Company and its Subsidiaries and pursuant to which the Company or any of its Subsidiaries or to which any of them is a party leases real property as lessee, sublessee, licensee or occupant tenant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”), and the Company has made available to Parent a true and complete copy of each such Lease. The Except as set forth in Section 3.18(a) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its Subsidiariesapplicable Subsidiary and to the Knowledge of the Company, as applicablethe other parties thereto, have (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in all of the Leased Real Property pursuant to such Lease, (iii) to the Knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) on the part of the Company or any of its Subsidiaries under the Lease, and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases. (b) Section 3.18(b) of the Company Disclosure Schedule contains a list and brief description of all real property owned by the Company or the Subsidiaries (the “Owned Real Property”) which are individually or in the aggregate material to the business of the Company and its Subsidiaries. Except as set forth in Section 3.18(b) of the Company Disclosure Schedule, either the Company or one of its Subsidiaries has good and marketable fee simple title to all of the Owned Real Property, free and clear of all Liens, other than (1) Liens securing Indebtedness as was properly reflected in the latest balance sheet included in the Recent SEC Documents, and (2) Permitted Liens. Liens (as defined below). (c) Except as would not be material set forth in Section 3.18(c) of the Company Disclosure Schedule with respect to the Company and its Subsidiaries, taken as a whole, Owned Real Property: (Ai) there are no default by the Company or its Subsidiaries, pending or, to the Knowledge of the Company, the lessorthreatened condemnation proceedings or threatened litigation, exists under any Real Property Leases and (B) each Real Property Lease is legalclaims, valid and binding onactions, and enforceable againstsuits, the Company proceedings, investigations or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability administrative actions relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”; (ii) the existing buildings and improvements located on such real property are located entirely within the record owner thereof. Except as set forth in Section 3.10(bboundary lines and with any setback lines of such real property or on permanent easements on adjoining land benefiting such real property and may lawfully be used under applicable zoning and land use laws for the purposes for which they are presently being used; (iii) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations there are no outstanding options or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed purchase such Owned Real Property; (vi) such Owned Real Property is in compliance in all material respects all obligations binding upon with the Owned Real Property that are required to be performed by terms and provisions of any restrictive covenants, easements, conditions, or agreements affecting such real property; and (vii) the Company or a Subsidiary prior has made available to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, andParent, to the Knowledge of extent in the Company’s possession or control, no complete and accurate copies of all such condemnation or other taking is threatened or contemplated. There are no title insurance policies (including all documents referenced therein as exceptions to coverage); deeds; surveys; environmental assessment and similar reports, and leases, subleases, licenses, licenses or other agreements (including any amendments or modifications thereto) granting to any Person other party the right of use or occupancy of any portion of the such Owned Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(iSchedule 4.6(a) sets forth a correct and complete legal description of the Seller Disclosure Owned Real Property. (b) The Company has good and marketable title to the Owned Real Property free and clear of all Liens, other than Permitted Liens. The Company has not entered into any lease, license or other agreement permitting any third party to use or occupy any of the Owned Real Property except as set forth on Schedule includes 4.6(b). (c) Schedule 4.6(c) sets forth a true, correct and complete list of all real property leasesleases (including all amendments, subleasesextensions, licenses or renewals, guaranties and other occupancy agreements used by with respect thereto) of the Company or its Subsidiaries or to which any of them is a party as lesseeLeased Real Property (collectively, sublessee, licensee or occupant (the “Real Property Leases,” ”) and the properties leased, subleased, licensed or occupied thereunder, the “date and names of all parties to each such lease of Leased Real Property”. Except as shown on Schedule 4.6(c). , none of the Real Property Leases has been assigned or sublet or amended, modified or supplemented in any way. (d) The Company or one of its Subsidiaries, as applicablelisted on Schedule 4.6(c), have is the sole owner of a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material The Leases are in full force and effect with respect to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its SubsidiariesSubsidiary, as applicable, and, to the Knowledge of the CompanyShareholder, on and against the lessor or each other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlessuch Leases. Neither the Company nor any of its Subsidiaries Subsidiary has pledged or otherwise encumbered any interest in the Real Property Leases, nor has the Company or any Subsidiary assigned, sublet or otherwise transferred any rights, title or pledged any interest interests in any of the Leased Real Property Leasesto any third party. (be) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company on Schedule 4.12 and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, andSchedule 4.18, to the Knowledge of the CompanyShareholder, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Company Real Property, or any building or improvement located thereon, contains a violation of any Law which will prevent or materially impair the ability of the Company or any Subsidiary to conduct its business as presently conducted. Except for the Permitted Liens, no Company Real Property is subject to (except under i) any decree or order of any Governmental Entity (or, to the Knowledge of the Shareholder, threatened or proposed order) or (ii) any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever. (f) The material improvements and fixtures on the Company Real Property Leases are in good operating condition and Permitted Liens)in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. The Shareholder has no Knowledge of any material defect or material problem with any such building or improvement. No condemnation, expropriation or similar proceeding is pending or, to the Knowledge of the Shareholder, threatened against any of the Company Real Property or any improvement thereon.

Real Property. (a) Section 3.10(a)(iSchedule 4.12(a) sets forth the address of the Seller Disclosure each parcel or groups of contiguous parcels of Owned Real Property. Except as set forth on Schedule includes a true4.12(a), correct and complete list none of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries has leased or otherwise granted to which any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no outstanding options, rights of them first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Collectively, the Owned Real Property identified in Schedule 4.12(a) and the Leased Real Property identified in Schedule 4.12(b) is the “Real Property.” None of the Company or its Subsidiaries is a party to any agreement or option to purchase any other real property or interest therein except as lesseeset forth on Schedule 4.12(a). The buildings, sublesseestructures, licensee improvements and fixtures comprising the Real Property are in all material respects in an operating condition and state of repair sufficient for the Company or occupant its Subsidiaries to continue to conduct their business as currently conducted thereon. (b) Schedule 4.12(b) sets forth each of the leases or subleases of the Company or any of its Subsidiaries (each a “Real Property Lease”; collectively, the “Real Property Leases,” ”) by which the Company or any of its Subsidiaries, as lessee, leases real property, including the right to all security deposits and other amounts and instruments deposited for or on behalf of the properties leasedCompany or its Subsidiaries thereunder (collectively, subleased, licensed or occupied thereunder, the such parcels of real property are “Leased Real Property”). The Company or its Subsidiaries, Except as applicable, have a valid leasehold interest in all of the Leased set forth on Schedule 4.12(b) and except for any Real Property free and clear Leases which may be terminated by a landlord pursuant to any landlord right of all Liens, other than Permitted Liens. Except as would not be material recapture set forth on Schedule 4.12(b) or because such landlord’s consent to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, ortransactions contemplated hereby was not obtained, to the Knowledge of the Company, each of the lessor, exists under any Real Property Leases and (B) each by which the Company, as lessee, leases the Leased Real Property Lease is legalor will on the Closing Date be valid, valid in full force and binding oneffect, and enforceable against, the Company or in accordance with its Subsidiaries, as applicable, and, to terms and constitutes a legal and binding obligation of each party thereto. To the Knowledge of the Company, on and against the lessor Company has neither given nor received any notice of default, termination or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability partial termination relating to or affecting creditors’ rights any Leased Real Property, and to general equity principles. Neither the Knowledge of the Company nor any of its Subsidiaries has assigned, transferred there is no existing or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned continuing default by the Company or its Subsidiaries (such properties, any other party in the “Owned performance or payment of any material obligation under any Real Property Lease relating to any Leased Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to To the Knowledge of the Company, no such condemnation security deposit or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting portion thereof deposited with respect to any Person the right of use or occupancy of any portion of the Real Property (except Lease has been applied in respect of a breach or default under the Real Property Leases and Permitted Liens)such Lease which has not been redeposited in full.

Real Property. (a) Section 3.10(a)(iSchedule 4.20(a)(i) sets forth a true, correct, and complete list of all Owned Real Property and identifies the record owner thereof. Except as set forth on Schedule 4.20(a)(ii), the Company or one of its Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens. For each parcel of Owned Real Property, the Company has delivered to Industrea copies of all current vesting deeds, title insurance policies, surveys for the Owned Real Property, in each case, to the extent in the Company’s possession. There are no outstanding options, rights of first refusal, rights of first offer or other agreements for the purchase of all or any portion of any of the Seller Disclosure Owned Real Property. For each parcel of Owned Real Property, the Company has delivered to Industrea copies of all current leases, licenses, and other occupancy agreements entered into by the Company or any of its Subsidiaries as landlord, licensor or owner of the Owned Real Property collectively, the “Company Leases”). All Company Leases including all amendments, modifications, supplements thereto have been made available in the electronic data room to Industrea. The Company and its Subsidiaries have performed and observed in all material respects all covenants, conditions and agreements required to be performed or observed by the applicable Company or its Subsidiaries in connection with the Company Leases. Neither the Company nor its Subsidiaries are in default under any of the Company Leases and, to the knowledge of the Company, no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default on the part of the Company or any of its Subsidiaries. To the knowledge of the Company, no tenant, licensee or other occupant is in default under any of the Company Leases and no event or circumstance exists that, with the notice or lapse of time, or both, would constitute a default by the tenant, licensee or occupant. The Company has made available in electronic data room to Industrea a true, correct and complete copy of all Company Leases. (b) Schedule includes 4.20(b)(i) sets forth a true, correct and complete list of (a) each Leased Real Property and (b) all real property leases, subleases, licenses and other agreements allowing for the lease, use or other occupancy agreements used of such Leased Real Property by the Company or its Subsidiaries or to which any of them is a party as lessee(along with all amendments, sublessee, licensee or occupant modifications and supplements thereto) (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundercollectively, the “Leases”) and the parties to each such Lease that, with respect to subsection (b), require aggregate annual rental payments in excess of $100,000. Except as set forth on Schedule 4.20(b)(ii), (i) the Company or one of its Subsidiaries has a valid and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property”), subject to the Remedies Exceptions and any Permitted Liens and (ii) neither the Company nor any of its Subsidiaries has received any written notice from any lessor, licensor or other counterparty of such Leased Real Property of, nor does the Company or any of its Subsidiaries have knowledge of the existence of, any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by any party to the Leases. The Company or its Subsidiarieshas made available in electronic data room to Industrea a true, as applicablecorrect and complete copy of all Leases. (c) The buildings, have a valid leasehold interest in all material building components, structural elements of the improvements, roofs, foundations, parking and loading areas, mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and fire/life safety systems) within any improvements of the Owned Real Property or Leased Real Property free are in good working condition and clear repair and sufficient for the operation of all Liens, other than Permitted Liens. Except as would not be material to the business by Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assignedreceived notice of (i) any condemnation, transferred eminent domain or pledged similar proceedings affecting any interest in parcel of Owned Real Property or Leased Real Property, (ii) any special assessment or pending improvement liens to be made by any Governmental Authority, or (iii) violations of any building codes, zoning ordinances, governmental regulations or covenants or restrictions affecting any Owned Real Property or Leased Real Property. There are no recorded or unrecorded agreements, easements, or encumbrances that materially interfere with the continued operation of the business as currently conducted on all Owned Real Property Leasesand Leased Real Property. (bd) Section 3.10(b) All water, gas, electrical, stream, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems servicing each parcel of Owned Real Property and, to the Company’s knowledge, Leased Real Property are sufficient for the continued operation of the Seller Disclosure Schedule sets forth a true and complete list business of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to as currently conducted in all material respects. (e) No portion of the Owned Real Property free or the Leased Real Property has suffered damage by fire or other casualty loss which has not been repaired and clear of restored to its original condition in all Liens, other than Permitted Liens. material respects. (f) Neither the Company nor any of its Subsidiaries is obligated has received any written notice from any insurance company of defects or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed inadequacies in all material respects all obligations binding upon the Owned Real Property or Leased Real Property that are required to be performed by would affect the Company insurability of any parcel or a Subsidiary prior to the date may cause or result in any material amendment (including material increase of this Agreementpremiums). (cg) Neither the whole nor any part of the The Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to and the Knowledge Leased Real Property constitutes all of the real property used in the operation of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)’s business.

Real Property. (a) Neither the Company nor any of the Company Subsidiaries currently owns or has ever owned any real property. (b) Section 3.10(a)(i4.23(b) of the Seller Company Disclosure Schedule includes Schedules sets forth (i) a true, correct and complete list of all real property leasesleased, subleasessubleased, licenses licensed, sublicensed or other occupancy agreements used otherwise occupied by the Company or its Subsidiaries or to which any of them is the Company Subsidiaries (each, a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”)) and (ii) the address for each Leased Real Property. The Company has Made Available complete and correct copies of each lease, sublease, license, sublicense or its other occupancy agreement, in each case including all amendments thereto (each, a “Lease Agreement”), for each Leased Real Property. The Lease Agreement for each Leased Real Property is a valid and binding obligation enforceable against the Company or one of the Company Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization moratorium and other Laws of general applicability relating to or similar Applicable Law affecting creditors’ rights generally and by general principles of equity, and is in full force and effect. The Company or one of the Company Subsidiaries has a valid leasehold, subleasehold, license, sublicense or similar interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens and there is no uncured material default or material breach by the Company or any of the Company Subsidiaries under any Lease Agreement or, to general equity principlesthe Company’s Knowledge, any counterparty to a Lease Agreement nor any event or condition which, with the giving of notice or passage of time or both, would constitute a material default or material breach by the Company or any Company Subsidiary or any counterparty to a Lease Agreement. Neither the Company nor any Company Subsidiary under any Lease Agreement has, since the Audited Balance Sheet Date, provided or received any written notice of its Subsidiaries has assigned, transferred any intention to terminate or pledged seek renegotiation of any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Lease Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i5.8(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list list, including the street address and owner information, of all real property leases, subleases, licenses or other occupancy agreements used by which the Company or and its Subsidiaries own (such property, the “Owned Real Property”) and all leases and subleases granting a right to use or to which occupy any leased real property (collectively, the “Leases”), including the identification of them is a party as the lessee, sublesseelessor, licensee sublessor or occupant sublessee (the “Real Property Leases,” if any) and the properties leased, subleased, licensed or occupied thereunderdate and term thereunder (such property, the “Leased Real Property” and together with the Owned Real Property, collectively, the “Real Property”). The Except as set forth on Section 5.8(a) of the Company Disclosure Schedule, the Company or its Subsidiariesapplicable Subsidiary has (i) good, as applicablevalid and indefeasible fee simple title to the Owned Real Property located in the State of Texas, have a (ii) good, valid and marketable fee simple title to the Owned Real Property located in the State of Oklahoma and (iii) legal, valid and subsisting leasehold interest interests in all of the Leased Real Property Property, in each case free and clear of all Liens, other than Liens (except for Permitted Liens). Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) There is no default by the Company or its Subsidiaries, action pending or, to the Knowledge of the Company, threatened, that if adversely determined would interfere, in any material respect, with the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, quiet enjoyment by the Company or its SubsidiariesSubsidiaries of any such leasehold. Except for the Permitted Liens, or as applicableset forth on Section 5.8(a) of the Company Disclosure Schedule, andno third party has any rights to occupy or otherwise use any portion of the Owned Real Property. Except as set forth on Section 5.8(a) of the Company Disclosure Schedule, the Company has not subleased any portion of the Leased Real Property to a third party. The Real Property is all the real property used or held for use by the Company or any of its Subsidiaries in connection with the operation of the Business and constitutes all of the real property needed for the conduct of the Business of the Company or any of its Subsidiaries as currently conducted. (b) With respect to each item of Owned Real Property, (i) there are no Proceedings pending or, to the Knowledge of the Company, on and threatened against the lessor Company or any of its Subsidiaries challenging the Company’s or any such Subsidiary’s title to the Owned Real Property, (ii) to the Knowledge of the Company, no Governmental Body or other party theretoPerson has commenced the exercise of the power of eminent domain or a similar power with respect to all or any part of the Owned Real Property, (iii) there are no pending or, to the Knowledge of the Company, threatened, condemnation or eminent domain proceedings that affect any Owned Real Property, and neither the Company nor any of its Subsidiaries have received notice of the same, (iv) such Owned Real Property is in accordance material compliance with its termsall applicable Laws, subject including, without limitation, zoning ordinances, (v) there are no pending or, to bankruptcythe Knowledge of the Company, insolvencythreatened, reorganization and fire, health, safety, building, zoning, tax certiorari or other Laws of general applicability land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Owned Real Property, which, if adversely determined could materially and adversely affect the current use or affecting creditors’ rights occupancy thereof, and to general equity principles. Neither neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any received notice of the Real Property Leases. same; and (bvi) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither neither the Company nor any of its Subsidiaries is obligated has received notice of any pending or bound by threatened special assessments or special assessment proceedings affecting any options, obligations portion of the Owned Real Property. (c) Each parcel or item of Real Property (i) has direct and adequate rights of first refusal ingress and egress and adequate water, sanitary sewer, drainage; electrical and gas; telephone and other communication utility services for the operation of the business currently conducted on such parcel or contractual rights item of Real Property; (ii) has all necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Real Property for the Business, which occupancy and other certificates and permits are valid and in full force and effect; (iii) is in material compliance with any and all Laws applicable to sell or acquire affecting such Real Property; (iv) does not have any real property. Except as would not be outstanding notice of material violation or correcting work order for such Real Property issued to the Company and its Subsidiaries, taken as a whole, the Company and or any of its Subsidiaries from any Governmental Body or any insurance company; and (v) does not have fulfilled and performed in all material respects all obligations binding upon any pending special or other assessments for public improvements or otherwise affecting such Real Property. (d) The Company has delivered to the Parent copies of each deed for each parcel of Owned Real Property that are required vesting title to be performed by such parcel of Owned Real Property in the Company or a Subsidiary prior and all title insurance policies, all underlying current title documents and surveys relating to the date Owned Real Property, to the extent such deeds, policies, documents and surveys are in the possession of this Agreementthe Company. (ce) Neither The Company has delivered to the whole nor any part Parent true, correct and complete copies of all Leases for the Leased Real Property. Each of the Owned Real Property Leases is subject to any pending suit for condemnation a valid and binding agreement of the Company or other taking by any Governmental Authorityits applicable Subsidiary, andand is in full force and effect, to the Knowledge of and neither the Company, no such condemnation its applicable Subsidiary, nor any other party thereto, is in default or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to breach in any Person material respect under the right of use or occupancy terms of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)such Lease.

Real Property. (a) Section 3.10(a)(i3.14(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list lists (i) the street address of all real each parcel of Real Property; (ii) if such property leases, subleases, licenses is leased or other occupancy agreements used subleased by the Company or its Subsidiaries or to which any of them is a party as lesseethe Companies or any of the Washington Entities, sublesseethe landlord under the lease, licensee or occupant (the “Real Property Leases,” rental amount currently being paid, and the properties leased, subleased, licensed expiration of the term of such lease or occupied thereundersublease for each leased or subleased property; and (iii) the current use of such property. To the Company’s Knowledge, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free use and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any operation of the Real Property Leases. (b) Section 3.10(b) in the conduct of the Seller Disclosure Schedule sets forth a true and complete list business of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) Companies and the record owner thereofWashington Entities do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. Except as set forth in Section 3.10(b3.14(a)(ii) of the Seller Disclosure Schedule, to the Company and its Subsidiaries have good marketable and valid fee simple title to all Company’s Knowledge, no material improvements constituting a part of the Owned Real Property free and clear of all Liens, encroach on real property owned or leased by a Person other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated Companies or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real propertyWashington Entities. Except as would not be material set forth in Section 3.14(a)(iii) of the Disclosure Schedule, to the Company and its SubsidiariesCompany’s Knowledge, taken as a wholethere are no buildings, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property structures, fixtures or other improvements primarily situated on adjoining property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor encroach on any part of the Owned Real Property. There are no Actions pending nor, to the Company’s Knowledge, threatened against or affecting the Real Property is subject to or any pending suit for portion thereof or interest therein in the nature or in lieu of condemnation or other taking by eminent domain proceedings. The Real Property set forth in Section 3.14(a)(i) of the Disclosure Schedule comprises all of the material real property used in the businesses of the Companies and the Washington Entities, as presently conducted. (b) With respect to Leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any Governmental AuthorityLeases, including all material amendments, extensions, renewals and guaranties with respect thereto. Except as set forth in Section 3.14(b) of the Disclosure Schedule with respect to each of the leases relating to Leased Real Property (collectively, the “Leases”): (i) the Lease is legal, valid, binding and enforceable against the Company or applicable Subsidiary or Washington Entity party thereto and, to the Knowledge Company’s Knowledge, each other party thereto; (ii) to the Company’s Knowledge, none of the CompanyCompanies nor any of the Washington Entities nor any other party to the Leases is in material breach or material default under the Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such condemnation a material breach or material default or permit the termination, modification or acceleration of rent under the Lease; and (iii) except as set forth in Section 3.14(b) of the Disclosure Schedule, none of the Companies nor any of the Washington Entities is a sublessor or grantor under any sublease or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements instrument granting to any other Person any right to the right of use possession, lease, occupancy or occupancy enjoyment of any portion of the Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material set forth in Section 3.10(a) to the Company and its SubsidiariesDisclosure Letter, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither neither the Company nor any of its Subsidiaries has assigned, transferred or pledged owns any interest in any of the Real Property LeasesProperty. (b) Section 3.10(b) to the Company Disclosure Letter sets forth, as of the Seller Disclosure Schedule sets forth date of this Agreement, a true and complete list schedule listing all Real Property Leases. The Company has made available to Buyer correct and complete copies of all the real property owned by Real Property Leases. Each of the Company or Real Property Leases is in full force and effect, and, to the Company's knowledge, is enforceable against the landlord in accordance with its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofterms. Except as set forth in Section 3.10(b3.10(c) to the Company Disclosure Letter, none of the Seller Disclosure Schedule, Real Property Leases has been assigned by the Company and or any of its Subsidiaries Subsidiaries. No notices of default or notices of termination have good marketable and valid fee simple title been received by the Acquired Companies with respect to all of the Owned Real Property free and clear Leases which have not been withdrawn or canceled. None of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by is, and to the Company's knowledge, no other party is, in material default under any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material Real Property Lease. (c) Section 3.10(c) to the Company and its SubsidiariesDisclosure Letter sets forth, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to of the date of this Agreement. (c) Neither the whole nor any part , a true and complete schedule listing all of the Owned Real Property is subject Acquired Companies' arrangements to EXECUTION VERSION sublease any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the its Real Property (except the "SUBLEASES"), including the parties to such sublease arrangement, whether such sublessee is a Related Party, and the scheduled payments. No notices of default or notices of termination have been received by the Acquired Companies with respect to the Subleases which have not been withdrawn or canceled. None of the Company nor any of its Subsidiaries is, and to the Company's knowledge, no other party is, in material default under the Real Property Leases and Permitted Liens)any Sublease.

Real Property. (a) Section 3.10(a)(iSECTION 2.16(a) of the Seller Disclosure Schedule includes OF THE DISCLOSURE SCHEDULE contains a true, true and correct and complete list of all (i) each parcel of real property leases, subleases, licenses or other occupancy agreements used owned by the Company or its Subsidiaries any Subsidiary, (ii) each parcel of real property leased by the Company or any Subsidiary (as lessor or lessee) and (iii) all Liens (other than Permitted Liens) relating to which or affecting any parcel of them is a party real property referred to in clause (i). (b) Except as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunderdisclosed in SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE, the “Leased Real Property”). The Company or its Subsidiariesa Subsidiary has good and marketable fee simple title to each parcel of real property owned by it, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, Liens other than Permitted Liens. Except as would not be material for the real property leased to the Company and its Subsidiariesothers referred to in clause (ii) of paragraph (a) above, taken as a whole, (A) no default by the Company or its Subsidiariesa Subsidiary is in possession of each parcel of real property owned by it, ortogether with all buildings, structures, facilities, fixtures and other improvements thereon. The Company and the Subsidiaries have adequate rights of ingress and egress with respect to the Knowledge real property listed in SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE and all buildings, structures, facilities, fixtures and other improvements thereon. None of such real property, buildings, structures, facilities, fixtures or other improvements, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable Law in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance). (c) The Company or a Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Company, real properties leased by it for the lessor, exists under any Real Property Leases and full term of the lease thereof. Each lease referred to in clause (Bii) each Real Property Lease of paragraph (a) above is a legal, valid and binding onagreement, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcyof the Company or a Subsidiary and of each other Person that is a party thereto, insolvencyand except as set forth in SECTION 2.16(c) OF THE DISCLOSURE SCHEDULE, reorganization there is no, and other Laws neither the Company nor any Subsidiary has received notice of general applicability relating to any, default (or affecting creditors’ rights and to general equity principlesany condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged Subsidiary owes any interest in brokerage commissions with respect to any of the Real Property Leasessuch leased space. (bd) Section 3.10(b) Love has delivered to Purchaser prior to the execution of the Seller Disclosure Schedule sets forth a this Agreement true and complete list copies of (i) all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, with respect to the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth Subsidiaries, and (ii) all leases (including any amendments and renewal letters) and, to the extent reasonably available, all other documents referred to in Section 3.10(bclause (i) of this paragraph (d) with respect to the Seller Disclosure Schedule, real property leased by the Company and its Subsidiaries have good marketable and valid fee simple title to all the Subsidiaries. (e) Except as disclosed in SECTION 2.16(e) OF THE DISCLOSURE SCHEDULE, no tenant or other party in possession of any of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither real properties owned by the Company nor and the Subsidiaries, has any of its Subsidiaries is obligated right to purchase, or bound by holds any options, obligations or rights right of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiariespurchase, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementsuch properties. (cf) Neither Except as disclosed in SECTION 2.16(f) OF THE DISCLOSURE SCHEDULE, the whole nor any part improvements on the real property identified in SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the Owned Real Property is subject to any pending suit purposes for condemnation or other taking by any Governmental Authority, which they are presently being used and, to the Knowledge of the CompanyLove, there are no such condemnation or other taking appropriation proceedings pending or threatened against any of such real property or the improvements thereon. (g) Neither the Company nor any Subsidiary is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person has been a United States real property holding corporation within the right meaning of use or occupancy of any portion of Code Section 897(c)(2) during the Real Property (except under the Real Property Leases and Permitted Liensapplicable period specified in Code Section 897(c)(i)(A)(ii).

Real Property. (a) Section 3.10(a)(iThe Leased Real Property shown on Schedule 3.11(a) of the Seller Contributor Disclosure Schedule includes a true, correct and complete list of is all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property (including leased propane storage facilities and terminals) of the Propane Group Entities for which the monthly rent exceeds $1,800. Schedule 3.11(a) of the Contributor Disclosure Schedule shows for each such Leased Real Property (i) the street address and (ii) the current use of such parcel of Leased Real Property. (b) The Owned Real Property shown on Schedule 3.11(b) of the Contributor Disclosure Schedule is all the Owned Real Property (including owned propane storage facilities and terminals) of the Propane Group Entities valued by the applicable Propane Group Entity at more than $750,000. Schedule 3.11(b) of the Contributor Disclosure Schedule shows for each such Owned Real Property (i) the street address and (ii) the current use of such parcel of Owned Real Property. (c) All of the Owned Real Property is owned by a Propane Group Entity, free and clear of all Liens, other than Permitted Liens. (d) Assuming good fee title vested in the applicable landlord, a Propane Group Entity has a valid and binding leasehold interest in each Leased Real Property, free and clear of all Liens, other than Permitted Liens. Except as would not be True and complete copies of all leases for the Leased Real Property identified on Schedule 3.11(a) of the Contributor Disclosure Schedule have been made available to Acquirer. (e) Schedule 3.11(e) of the Contributor Disclosure Schedule lists all of the written lease agreements pursuant to which a Propane Group Entity is a landlord or sublandlord under a lease with monthly rental payments greater than $1,800 per month at any of the material Owned Real Property or Leased Real Property. As of the Execution Date, to the Company Contributor Parties’ Knowledge, no such Propane Group Entity has received any written notice of default from the tenant or subtenant under any such lease or sublease nor, to the Contributor Parties’ Knowledge, is the tenant or subtenant under any such lease or sublease in default beyond all applicable grace, notice and its Subsidiariescure periods. (f) There is no pending or, taken to the Contributor Parties’ Knowledge, threatened condemnation, expropriation, requisition (temporary or permanent) or similar proceeding with respect to any Transferred Site as a whole, (A) no default by of the Company or its SubsidiariesExecution Date, or, to the Knowledge Contributor Parties’ Knowledge, has been threatened in writing. (g) The Propane Group Entities have made available to Acquirer true, legible and complete copies of each deed for each parcel of Owned Real Property and to the extent such documents are in the possession or control of the CompanyContributor Parties, all the lessortitle insurance policies, exists under any title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other Liens, title documents related to the Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to Property. To the Knowledge of the CompanyContributor Parties, on (i) a Propane Group Entity is in peaceful and against undisturbed possession of each parcel of Real Property, (ii) there are no contractual restrictions that preclude or restrict the lessor or other party theretoability to use the Real Property for the purposes for which it is being used as of the Execution Date, in accordance with its termsand (iii) all existing water, subject to bankruptcysewer, insolvencysteam, reorganization gas, electricity, telephone, cable, fiber optic cable, internet access and other Laws of general applicability relating to or affecting creditors’ rights utilities required for the construction, use, occupancy, operation and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any maintenance of the Real Property Leases. (b) Section 3.10(b) are adequate for the conduct of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except business as set forth in Section 3.10(b) it is conducted as of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted LiensExecution Date. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to To the Knowledge of the CompanyContributor Parties, no such condemnation or other taking is threatened or contemplated. There there are no leasesmaterial latent defects or material adverse physical conditions affecting the Real Property or any of the facilities, subleasesbuildings, licensesstructures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or other agreements granting to attached to, located on or forming part of the Real Property. Except as shown on Schedule 3.11(e) of the Contributor Disclosure Schedule, (i) the Propane Group Entities have not leased any Person the right of use parcel or occupancy of any portion of the any parcel of Owned Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement for which the monthly rental payments exceed $1,800, and (except ii) no Propane Group Entity has assigned its interest under any lease listed in Schedule 3.11(a) of the Real Property Leases and Permitted Liens)Contributor Disclosure Schedule to any third party.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes SCHEDULE 3.24 sets forth a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to Real Property in which any Company Party or Subsidiary owns or holds a fee interest, which list includes, as to each parcel of them is such Real Property, the legal owner, its common name, a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” legal description and the properties leased, subleased, licensed name of any mortgagee or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasestrustee thereof. (b) Section 3.10(b) of the Seller Disclosure Schedule SCHEDULE 3.24 sets forth a true true, correct and complete list of all Real Property leases, subleases or licenses pursuant to which any Company Party or Subsidiary is a lessor, lessee, sublessor, sublessee, licensor or licensee, in each case as amended through the real property owned by date hereof, which list includes the Company or its Subsidiaries (such propertiesstreet address, the “Owned Real Property”) identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (referencing applicable extension or renewal periods, the rent payment terms and the record owner thereofcurrent use). Except The Real Property interests described or listed on SCHEDULE 3.24 constitute all of the interests in Real Property owned, leased or otherwise held for use by any Company Party or Subsidiary. With respect to each such lease, sublease and license, except as set forth in Section 3.10(bon SCHEDULE 3.24: (i) to the knowledge of the Seller Disclosure ScheduleCompany Parties, the there are no disputes, oral agreements or forbearance programs in effect as to any such lease, sublease or license; and (ii) no Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all LiensParty or Subsidiary has assigned, other than Permitted Liens. Neither the Company nor transferred, conveyed, mortgaged, deeded in trust or encumbered any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementinterest therein. (c) Neither To the whole nor any part knowledge of the Owned Company Parties, all parking lots located on any Real Property is subject to any pending suit thereto are in compliance with Applicable Laws, including, without limitation, zoning requirements, and are adequate for condemnation or other taking by any Governmental Authority, and, to the Knowledge employees and business operations of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases Company Parties and Permitted Liens)Subsidiaries.

Real Property. (a) Section 3.10(a)(i4.14(a) of the Seller Company Disclosure Schedule includes Letter sets forth, as of the date of this Agreement, a true, correct true and complete list of all real property, other than real property leasesrelating to a restaurant, subleases, licenses or other occupancy agreements used owned by the Company or and its Subsidiaries (individually, an “Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to which have a Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, and to all real property owned by the Company and its Subsidiaries relating to a restaurant, in each case free and clear of all Liens and defects in title, except for Permitted Liens. (b) Section 4.14(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all locations where the Company or any of them its Subsidiaries is a party as lesseetenant or a subtenant (each such location, sublesseea “Leased Real Property” and, licensee or occupant (the leases of the Leased Real Property collectively, the “Real Property Leases,” and ”). Except as would not, individually or in the properties leasedaggregate, subleased, licensed or occupied thereunderreasonably be expected to have a Material Adverse Effect, the “Company or a Subsidiary of the Company has a good and valid title to a leasehold estate in each Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all LiensLiens and defects in title, other than except for Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any ; all Real Property Leases and (B) each all Real Property Lease is legal, valid Subleases are in full force and binding on, effect; and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither neither the Company nor any of its Subsidiaries that is party to such leases has assigned, transferred received or pledged given any interest in written notice of any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to default thereunder which default continues on the date of this Agreement. (c) Neither the whole nor any part Section 4.14(c) of the Owned Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all leases, subleases or similar agreements under which the Company or any of its Subsidiaries is the landlord or the sublandlord (such leases, subleases and similar agreements, collectively, the “Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted LiensSubleases”).

Real Property. (aSchedule 3(bb) Section 3.10(a)(i) of the Seller Disclosure Schedule includes contains a true, complete and correct and complete list of all the real property leasesproperty; leasehold interests; fee interests; oil, subleasesgas and other mineral drilling, licenses exploration and development rights; royalty, overriding royalty, and other payments out of or pursuant to production; other occupancy agreements used rights in and to oil, gas and other minerals, including contractual rights to production, concessions, net profits interests, working interests and participation interests (including all Hydrocarbon Property (as defined in the Mortgages (as defined in the Securities Purchase Agreement))); any other contractual rights for the acquisition or earning of any of such interests in the real property; facilities; fixtures; equipment that (i) are leased or otherwise owned or possessed by the Company or any of the Subsidiaries, (ii) in connection with which the Company or any of the Subsidiaries has entered into an option agreement, participation agreement or acquisition and drilling agreement or (iii) the Company or any of the Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company or the Subsidiaries leases, owns or possesses each of the Real Properties or will do so upon consummation of the Purchases. Schedule 3(bb) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of them the Subsidiaries is a party as lesseeor otherwise bound or affected with respect to the Real Property, sublesseeexcept easements, licensee rights of way, access agreements, surface damage agreements, surface use agreements or occupant similar agreements that pertain to Real Property that is contained wholly within the boundaries of any owned or leased Real Property otherwise described on Schedule 3(bb) (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Except as set forth on Schedule 3(bb), the Company or its Subsidiaries, as applicable, have one of the Subsidiaries is the legal and equitable owner of a valid leasehold interest in all of the Leased Real Property Property, and possesses good, marketable and defensible title thereto, free and clear of all Liens, Liens (other than Permitted Liens) and other matters affecting title to such leasehold that could impair the ability of the Company or the Subsidiaries to realize the benefits of the rights provided to any of them under the Real Property Leases. Except as would not be material to set forth on Schedule 3(bb), all of the Real Property Leases are valid and in full force and effect and are enforceable against all parties thereto. Except as set forth on Schedule 3(bb), neither the Company and its Subsidiaries, taken as a whole, (A) no default by nor any of the Company or its Subsidiaries, orSubsidiaries nor, to the Knowledge Company’s Knowledge, any other party thereto is in default in any material respect under any of such Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both could constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely affect the Company’s or any of the Subsidiaries’ interest in and title to the Real Property subject to any of such Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions contemplated hereby or by the other Transaction Agreements. Except as set forth on Schedule 3(bb), all of the Real Property Leases will remain in full force and effect upon, and permit, the consummation of the transactions contemplated hereby (including the granting of leasehold mortgages). The Real Property is permitted for its present uses under applicable zoning laws, is permitted conforming structures and complies with all applicable building codes, ordinances and other similar Laws. Except as set forth on Schedule 3(bb), there are no pending or threatened condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property, or any portion or portions thereof. Except as set forth on Schedule 3(bb), there are no pending or threatened requests, applications or proceedings to alter or restrict any zoning or other use restrictions applicable to the Real Property that would interfere with the conduct of the Company’s or any of the Subsidiaries’ business as conducted or proposed to be conducted (including as described to Buyers) at the time this representation is made. Except as set forth on Schedule 3(bb), there are no restrictions applicable to the lessorReal Property that would interfere with the Company’s or any Subsidiary’s making an assignment or granting of a leasehold or other mortgage to Sonterra Buyers as contemplated by the Security Documents, exists including any requirement under any Real Property Leases and (B) each requiring the consent of, or notice to, any lessor of any such Real Property. Except as set forth on Schedule 3(bb), all of the Real Property Lease is legallocated in the State of Texas. Except as set forth on Schedule 3(bb), valid all of the ▇▇▇▇▇ on the Real Property have been drilled and binding oncompleted at legal locations within the boundaries of the appropriate Real Property Lease; and no such well is subject to penalties on allowables after the date hereof because of any overproduction or violation of applicable laws, rules, regulations, permits or judgments, orders or decrees of any court or governmental body or agency which would prevent such well from being entitled to its full legal and enforceable againstregular allowance from and after the date hereof as prescribed by any court or Governmental Entity. Except as set forth on Schedule 3(bb), the Company or its Subsidiaries, as applicable, and, there are no joint operating agreements applicable to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesReal Property. Neither the Company nor any of its the Subsidiaries has assignedwill be obligated, transferred as of the Closing Date or pledged thereafter, including by virtue of a prepayment arrangement, make-up right under a production sales contract containing a “take or pay” or similar provision, production payment, buydowns, buyouts, or any interest in other arrangement, (i) to deliver hydrocarbons, or proceeds from the sale thereof, attributable to any of the Real Property Leases. at some future time without then or thereafter receiving the full contract price therefore, or (bii) Section 3.10(bto deliver oil or gas (or cash in lieu thereof) from the Real Property to other owners of the Seller Disclosure Schedule sets forth interests as a true and complete list result of all the real property owned past production by any such owner, the Company or its the Subsidiaries (or any of their respective predecessors in excess of the share to which it was entitled with respect to such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Companyon Schedule 3(bb), no such condemnation Person has any call upon, option to purchase or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting similar right to any Person obtain production from the right of use or occupancy of any portion of the Real Property (except under Property. To the Company’s Knowledge, the Real Property Leases and Permitted Liens)will by their terms remain in effect for at least as long as oil, gas or other minerals are produced in paying quantities or they are otherwise maintained by operations. For purposes of this Agreement, “Sonterra Buyers” means the “Buyers” as defined in the Securities Purchase Agreement.

Real Property. (a) Section 3.10(a)(i3.13(a) of the Seller Disclosure Schedule includes a true, correct and complete list lists the street address of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any each parcel of them is a party as lessee, sublessee, licensee or occupant (the “Owned Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased current owner of each parcel of Owned Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge conduct of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company Business or its Subsidiaries, except as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, described in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b3.13(a) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, (i) the Company Seller has good and its Subsidiaries have good marketable and valid title in fee simple title to all each parcel of the Owned Real Property free and clear of all LiensEncumbrances, other than except Permitted Liens. Neither Encumbrances and (ii) the Company nor any Seller has made available to the Purchaser copies of its Subsidiaries is obligated or bound by any optionseach deed for each parcel of Owned Real Property and all title insurance policies and surveys relating to the Owned Real Property, obligations or rights in each case to the extent in the Seller’s possession. (b) Section 3.13(b) of first refusal or contractual rights to sell or acquire any real propertythe Disclosure Schedule lists the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. Except as would not be material to the Company conduct of the Business or except as described in Section 3.13(b) of the Disclosure Schedule, (i) the Seller has made available to the Purchaser, true and its Subsidiaries, taken as a whole, complete copies of the Company and its Subsidiaries have fulfilled and performed leases in all material respects all obligations binding upon effect at the Owned date hereof relating to the Leased Real Property that are required to be performed (the “Leases”), (ii) there has not been any sublease or assignment entered into by the Company Company, any Subsidiary or a Subsidiary prior any Joint Venture in respect of the leases relating to the date of this Agreement. Leased Real Property, (ciii) Neither the whole nor any part none of the Owned Real Property Company, any Subsidiary or any Joint Venture is subject to in default in the performance of any pending suit for condemnation or other taking by any Governmental Authoritymaterial obligation under the Leases, and, and to the Knowledge of the Seller, none of the other parties to the Leases are in default in performance of their material obligations thereunder, (iv) the Leases are in full force and effect, and none of the Company, any Subsidiary or any Joint Venture has assigned its rights under the Leases, (v) the Company, the Subsidiaries and the Joint Ventures, as applicable, have a valid leasehold estate in all Leases free and clear of all Encumbrances other than Permitted Encumbrances, and (vi) no such condemnation consents to or other taking is threatened or contemplated. There approval of the transactions contemplated by this Agreement are no leases, subleases, licenses, or other agreements granting to required from any Person or entity under the right of use or occupancy of any portion terms of the Real Property (except under Leases, and to the Real Property Leases and Permitted Liens)extent a consent or approval is required on or before the Closing Date, the Seller shall, at its sole cost, obtain such consents, in form reasonably satisfactory to the Purchaser.

Real Property. (a) Section 3.10(a)(i) Item 3.20 of the Seller Disclosure Schedule includes Company Letter sets forth a true, correct and complete list of all fee and leasehold interests in real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge Subsidiaries of the Company, which collectively constitute the lessor, exists under any "Specified Real Property Leases and Estate." (Bb) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred given or pledged received notice of any interest in material default under any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by material lease under which the Company or any of its Subsidiaries is the lessee of real property (such propertieseach a "Lease" and collectively the "Leases") and, to the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) knowledge of the Seller Disclosure ScheduleCompany, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither neither the Company nor any of its Subsidiaries nor any other party thereto is obligated in default in any material respect under any of the Leases. Item 3.20 of the Company Letter contains a complete list of all leases (including all amendments, modifications, waivers, supplements and other agreements relating thereto) under which the Company or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any its Subsidiaries is the lessee of the real property. Except as would not be set forth in item 3.20, none of the Leases has been modified in any material to respect and such Leases are in full force and effect. Except as set forth in item 3.20, neither the Company nor any of its Subsidiaries has leased, subleased, licensed or assigned, as the case may be, all or any portion of its fee or leasehold interest in any Specified Real Estate to any person and the Company or one or more of its SubsidiariesSubsidiaries is in sole and exclusive possession of and has the right to use all of the Specified Real Estate. Except as set forth in item 3.20, taken as a wholeno person other than the Company or one or more of its Subsidiaries has any option or right to purchase, lease or use any portion of the Specified Real Estate. Item 3.20 sets forth all rights of the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon to purchase the Owned Specified Real Property that are required to be performed Estate leased by the Company or a Subsidiary prior to the date of this Agreementits Subsidiaries under any Lease. (c) Neither the whole nor any part Except as disclosed in item 3.20 of the Owned Company Letter, the buildings and improvements on the Specified Real Property is subject Estate (including all fixtures, roofs, plumbing systems, fire protection systems, electrical systems, equipment, elevators and all structural components) in all material respects are in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used, and to any pending suit for the knowledge of the Company, there are no condemnation or other taking by appropriation proceedings pending or threatened against any Governmental Authorityof such Specified Real Estate or the improvements thereon, and, to the Knowledge knowledge of the Company, no buildings or improvements on such condemnation Specified Real Estate encroach on real property not leased to or owned by the Company or any of its Subsidiaries, to the extent that removal of such encroachment would have a material adverse effect on the current use, value, occupancy or operation of such improvements. To the knowledge of the Company, no improvements or buildings not located on Specified Real Estate encroach upon any of the Specified Real Estate to the extent that the same would have a material adverse effect on the current use, value, occupancy or operation of such Specified Real Estate. (d) To the knowledge of the Company, no part of any Specified Real Estate is subject to any building or use restriction that materially restricts or prevents the present use and operation of such property. To the knowledge of the Company, none of the Specified Real Estate nor the use thereof by the Company or any of its Subsidiaries constitutes a nonconforming use or legal non-conforming use. (e) The Company or one or more of its Subsidiaries is in possession of and has good title to, or has valid leasehold interests in or valid rights under contract to use, all tangible personal property used in the business of the Company and its Subsidiaries or reflected in the audited financial statements of the Company and its consolidated subsidiaries dated as of December 31, 1996, except for personal property disposed of in the ordinary course since the date thereof. (f) No labor has been performed or material furnished for any portion of any property owned by the Company or any of its Subsidiaries for which a Lien in excess of $500,000 in value can be claimed against any such property. All of the Specified Real Estate has rights of access to dedicated public ways (and makes no material use of any means of access or egress that is not pursuant to such dedicated public ways or recorded, irrevocable rights-of-way) and is served by water, sewer, sanitary sewer, telephone, electric, gas and other taking is threatened public utilities necessary or contemplateddesirable for the current use thereof which utilities are available to such Specified Real Estate through a public right-of-way. There are no leasespending or proposed special or other assessments for public improvements on the Specified Real Estate. (g) To the knowledge of the Company, subleases, licensesthere is no pending or threatened proceeding or governmental action to modify the zoning classification of, or other agreements granting to condemn or take by power or eminent domain (or any Person the right of use purchase in lieu thereof), or occupancy of to classify as a landmark, all or any portion material part of the Specified Real Property (except under Estate except, in each case, for any proceeding or action that would not have a Material Adverse Effect on the Real Property Leases and Permitted Liens)Company.

Real Property. (a) Section 3.10(a)(i3.07(a)(i) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used and interests in real property currently owned in fee by the Company or its Subsidiaries or to which any (individually, a “Company Owned Property”). Section 3.07(a)(ii) of them is the Company Disclosure Schedule sets forth a party complete list of all real property and interests in real property currently leased by the Company, as lesseetenant (individually, sublesseea “Company Leased Property”). (b) Section 3.07(b)(i) of the Company Disclosure Schedule sets forth a complete list of all real property and interests in real property currently owned in fee by ▇▇▇▇▇ ▇▇ (individually, licensee or occupant a “▇▇▇▇▇ ▇▇ Owned Property”). Section 3.07(b)(ii) of the Company Disclosure Schedule sets forth a complete list of all real property and interests in real property currently leased by ▇▇▇▇▇ ▇▇, as tenant (the individually, a “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “▇▇▇▇▇ ▇▇ Leased Real Property”). The Company or its Subsidiaries, Owned Property and the ▇▇▇▇▇ ▇▇ Owned Property are sometimes referred to herein collectively as applicable, have a valid leasehold interest in all the “Owned Property”. The Company Leased Property and the ▇▇▇▇▇ ▇▇ Leased Property are sometimes referred to herein collectively as the “Leased Property”. (c) Section 3.07(c) of the Leased Real Property Company Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee or leased (as tenant) by the Company or ▇▇▇▇▇ ▇▇ since January 1, 2002 but not currently (individually, a “Previous Property”). None of the Company or ▇▇▇▇▇ ▇▇ is subject to any ongoing current or contingent obligations with respect to the Previous Property. (d) The entities listed in Sections 3.07(a)(i) and 3.07(b)(i) of the Company Disclosure Schedule each own good and marketable title in fee simple to their respective Owned Property, free and clear of all Liens, except Permitted Liens and as otherwise set forth on Section 3.07(a)(i) and 3.07(b)(i) of the Company Disclosure Schedule and each enjoys peaceful, undisturbed and exclusive possession of such properties, subject only to the right of the Company under the Company Lease. The entities listed in Sections 3.07(a)(ii) and 3.07(b)(ii) of the Company Disclosure Schedule each have good and valid leasehold interests in their respective Leased Property, free and clear of all Liens, except Permitted Liens and as otherwise set forth on Section 3.07(a)(ii) and 3.07(b)(ii) of the Company Disclosure Schedule, and each enjoys peaceful, undisturbed and exclusive possession of such properties. (e) Other than the Company Lease, no Owned Property or Leased Property is subject to a lease, sublease, license or other than Permitted Liens. Except as would not be material to agreement for possession, use or occupancy by any other party. (f) All buildings, plants, improvements and structures located on the Owned Property and the Leased Property have been maintained in good condition, normal wear and tear excepted, are adequate for the business of the Company and its Subsidiaries▇▇▇▇▇ ▇▇ as currently conducted, taken and are in compliance in all material respects with all Applicable Laws, including those relating to their construction and alteration and including NFPA code requirements. All permits and approvals required for the use, occupancy and operation thereof are issued, in full force and effect and in the Company’s or Woody IV’s possession. The zoning class of each Owned Property and Leased Property is listed in Section 3.07(f) of the Company Disclosure Schedule and each such zoning class permits the current use of the respective property without variance, special exception or conditional use. No Owned Property or Leased Property, or the buildings, plants, improvements and structures thereon, are permitted as a whole“permitted non-conforming use” or a “permitted non-conforming structure” or similar classification. To the Knowledge of the Selling Parties, (A) there are no default by encroachments onto the Company Owned Property or its Subsidiariesany Leased Property of any improvements from any adjoining property, and no improvement on any Owned Property or Leased Property encroaches onto any adjoining property, and there are no overlaps, boundary line disputes or other similar matters with respect to such properties. Each Owned Property and Leased Property is a separately subdivided parcel and is assessed for real estate tax purposes separate and distinct from all other real property and is not treated as part of any other real property for title, zoning or building purposes. There is no eminent domain, condemnation action or proceeding pending or, to the Knowledge of the CompanySelling Parties, threatened with respect to the lessorOwned Property or any Leased Property or any such building, exists under any Real Property Leases plant, improvement or structure. All water, sewer, gas, electric, telephone and (B) each Real Property Lease is legal, valid and binding ondrainage facilities, and enforceable againstall other utilities required by any Applicable Law or necessary for the current use and operation of the Owned Property or any Leased Property are installed to the property lines of the Owned Property or such Leased Property, the Company are connected pursuant to valid permits to municipal or its Subsidiariespublic utility services or proper drainage facilities, as applicable, andand are, to the Knowledge of the CompanySelling Parties, on fully operable and against adequate to service such property in the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization operation of the business of the Company and other Laws of general applicability relating to or affecting creditors’ rights ▇▇▇▇▇ ▇▇ as currently conducted and to general equity principlespermit compliance with the requirements of all Applicable Laws in the operation thereof. No Owned Property or any Leased Property, or any portion thereof, is located within a “flood plain area” as defined by the Federal government pursuant to the Flood Disaster Protection Act of 1973, as amended. Neither the Company nor ▇▇▇▇▇ ▇▇ has received notice from any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title insurer with respect to all of the Owned Real Property free and clear or any Leased Property to the effect that such property requires the performance of all Liensany structural or other repairs or alterations. No party owns nor holds any option, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights right of first refusal or other contractual rights to sell purchase, acquire, sell, assign or acquire dispose of any, or any real propertyportion of, any Owned Property or Leased Property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding No assessment for public improvements has been served upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior ▇▇▇▇▇ ▇▇ with respect to the date Owned Property which remains unpaid, including, but not limited to, those for construction of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation sewer, water, electric, gas or other taking by any Governmental Authoritysteam lines and mains, andstreets, to sidewalks and curbing. To the Knowledge of the CompanySelling Parties, no such condemnation or other taking is threatened or contemplated. There are no leasespublic improvements have been ordered to be made which have not heretofore been completed, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases assessed and Permitted Liens)paid for.

Real Property. (a) Section 3.10(a)(i4.12(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list of (i) all real property and interests in real property owned in fee by the Company, the Purchased Companies or any of their Subsidiaries (individually, an "Owned Property" and collectively, the "Owned Properties"), in each case identifying the legal name of the entity under which such Owned Property is held, and (ii) all real property and interests in real property leased by the Company, the Purchased Companies or any of their Subsidiaries (individually, a "Real Property Lease" and the real properties specified in such leases, subleasestogether with the Owned Properties, licenses being referred to herein individually as a "Company Property" and collectively as the "Company Properties") as lessee or other occupancy agreements used by lessor, in each case identifying the Company or its Subsidiaries or to legal name of the entity under which any of them is a party as lessee, sublessee, licensee or occupant (the “such Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunderLease is held. The Company, the “Leased Real Purchased Companies and their Subsidiaries have good and marketable fee title to all Owned Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, Liens of any nature whatsoever except (A) no default by Liens set forth on Section 4.12(a) of the Company Disclosure Schedule and (B) Permitted Exceptions. The Company Property constitutes all interests in real property currently used or its Subsidiaries, or, to currently held for use in connection with the Knowledge business of the Company, the lessor, exists under any Real Property Leases Purchased Companies and (B) each Real Property Lease is legal, valid their Subsidiaries and binding on, and enforceable against, which are necessary for the Company or its Subsidiaries, as applicable, and, to continued operation of the Knowledge business of the Company, on the Purchased Companies and against their Subsidiaries as the lessor or other party theretobusiness is currently conducted. The Company, in accordance with its termsthe Purchased Companies and their Subsidiaries have a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other Laws of general applicability relating to or similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity principles. Neither (regardless of whether enforcement is sought in a proceeding at law or in equity), and none of the Company nor Company, the Purchased Companies or any of its their Subsidiaries has assignedreceived any written notice of any default or event that with notice or lapse of time, transferred or pledged both, would constitute a default by the Company, the Purchased Companies or any interest in of their Subsidiaries under any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, Leases and, to the Knowledge of the Company, no such condemnation or other taking party is threatened or contemplated. There are in default thereof, and no leases, subleases, licenses, or other agreements granting party to any Person the right of use or occupancy of any portion of the Real Property Leases has exercised any termination rights with respect thereto. All of the Company Property, buildings, fixtures and improvements thereon owned or leased by the Company, the Purchased Companies and their Subsidiaries are in good operating condition and repair (except under subject to normal wear and tear). The Company, the Purchased Companies and their Subsidiaries have delivered or otherwise made available to the Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases Leases, together with all amendments, modifications or supplements, if any, thereto. (b) The Company, the Purchased Companies and Permitted Liens)their Subsidiaries have all material certificates of occupancy and Permits of any Governmental Body necessary for the current use and operation of each Company Property, and the Company, the Purchased Companies and their Subsidiaries have fully complied with all material conditions of the Permits applicable to them. No default or material violation, or event that with the lapse of time or giving of notice or both would become a default or material violation, has occurred in the due observance of any Permit. (c) There does not exist any actual or, to the Knowledge of the Company, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and none of the Company, the Purchased Companies or any their Subsidiaries has received any notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (d) None of the Company, the Purchased Companies or any of their Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (e) Except as provided in the Real Property Leases, none of the Company, the Purchased Companies or any of their Subsidiaries owns or holds, and is not obligated under or a party to, any option, right of first refusal or other right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

Real Property. (a) Section 3.10(a)(i4.4(a) of the Seller Company Disclosure Schedule includes Letter sets forth a true, correct and complete list of all real property owned by the Company or any of its Subsidiaries as of the date hereof (collectively, the “Owned Real Property”). The Company or one of its Subsidiaries has good and marketable title in fee simple, free and clear of Encumbrances (other than Permitted Encumbrances), to the Owned Real Property. As of the date hereof, with respect to each such parcel of Owned Real Property: (i) other than Company Tenant Leases set forth in Section 4.4(b) of the Company Disclosure Letter, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting any Person the right of use or occupancy of, or the right to consent to the use or occupancy of, any portion of such parcel; (ii) other than Company Tenant Leases set forth in Section 4.4(b) of the Company Disclosure Letter there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel or any interest therein; and (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending condemnation proceedings. (b) Section 4.4(b) of the Company Disclosure Letter sets forth a list as of the date hereof of (x) all leases or subleases (the “Company Leases”) pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property and (y) existing leases, subleases, licenses or other occupancy agreements used by to which the Company or any of its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee landlord or occupant (lessor thereunder or by which the “Real Property Leases,” and the properties leased, subleased, licensed Company or occupied any of its Subsidiaries is bound as landlord or lessor thereunder, the and all amendments, modifications, extensions and supplements thereto (each, a “Leased Real PropertyCompany Tenant Lease”). The Each Company or its Subsidiaries, as applicable, have Lease and Company Tenant Lease (i) constitutes a valid leasehold interest in all and binding obligation of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge Subsidiary of the Company, the lessor, exists under any Real Property Leases and Company party thereto; (Bii) each Real Property assuming such Company Lease is a legal, valid and binding onobligation of, and enforceable against, the other parties thereto, is enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge Subsidiary of the Company, on and against the lessor or other Company party thereto, in accordance with its terms, subject to except as limited by bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights in general and subject to general principles of equity principles. Neither (regardless of whether such enforceability is considered in a proceeding at law or in equity); and (iii) to the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any Company’s knowledge is a valid and binding obligation of the Real Property Leases. other parties thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (bregardless of whether such enforceability is considered in a proceeding at law or in equity), and except, with respect to clauses (i) Section 3.10(bthrough (iii) above, as has not had or would not reasonably be expected to have a Company Material Adverse Effect. Except as have not had or would not reasonably be expected to have a Company Material Adverse Effect, (i) none of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries is in breach or default under any Company Lease and (ii) to the Company’s knowledge, none of the landlords or sublandlords under any Company Lease is in material breach or default of its obligations under such properties, the “Owned Real Property”) and the record owner thereofCompany Lease. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedulehas not had a Company Material Adverse Effect, the Company and its Subsidiaries enjoy peaceful and undisturbed possession under each Company Lease. Copies of all Company Leases and all Company Tenant Leases, together with any amendments thereto, have good marketable and valid fee simple title heretofore been made available to all of Parent in the Electronic Data Room. (c) With respect to the Owned Real Property free and clear of all LiensProperty, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated Leases and the Company Tenant Leases (collectively, the “Real Property”), the Real Property and the buildings and other improvements, fixtures, equipment and other property attached, situated or bound by any optionsappurtenant thereto are in good operating condition and repair, obligations subject to normal wear and tear and normal industry practice with respect to maintenance, except as has not or rights of first refusal or contractual rights would not reasonably be expected to sell or acquire any real propertyhave a Company Material Adverse Effect. Except as have not had or would not reasonably be expected to have a Company Material Adverse Effect, (i) the present use of the Real Property does not violate any restrictive covenant, municipal by-law or other Law or agreement that in any way restricts, prevents or interferes in any material to respect with the Company and its Subsidiaries, taken as a whole, continued use of the Real Property for which it is used in the business of the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon as of the Owned Real Property that are required to be performed by the Company date hereof, other than Permitted Encumbrances; (ii) no condemnation, eminent domain or a Subsidiary prior similar proceeding exists or is pending or, to the date of this Agreement. Company’s knowledge, threatened with respect to or that could affect any Real Property; and (ciii) Neither the whole nor any part of the Owned all Real Property is subject to any pending suit supplied with utilities and other services necessary for condemnation or other taking by any Governmental Authority, and, to the Knowledge of operation thereof generally consistent with past practices and consistent with the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)contemplated operation thereof.

Real Property. (a) Section 3.10(a)(iSchedule 6.13(a) of the Seller Disclosure Schedule includes a true, correct and complete list of lists all real property leases, subleases, licenses or other occupancy agreements used relating to the operation of the Project owned by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant such Seller (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundersuch real property, the “Leased "Owned Real Property”"). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all Such Seller has fee title to each parcel of the Leased Owned Real ------------------- Property free and clear of all Liens, other than except: (i) Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases ; and (Bii) each Real Property Lease is legalzoning, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization planning and other Laws limitations and restrictions of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasesrecord. (b) Section 3.10(b) of the Seller Disclosure Schedule II sets forth a true and complete list of all Leases relating to the real property owned by ----------- operation of the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofProject. Except as set forth in Section 3.10(bon Schedule II, such Seller ----------- is not a lessee, sublessee or grantee under any lease, sublease, easement or right of way grant relating to the Project. The real property subject to the Leases is described on Schedule 6.13 (b) of and is hereinafter referred to as the "Leased Real Property." Such Seller Disclosure Schedulehas a valid, good and marketable interest -------------------- in, and enjoy quiet and undisturbed possession of, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Leased Real Property Property, free and clear of all Liens, except: (i) Permitted Liens and (ii) zoning, planning and other than Permitted Lienslimitations and restrictions of record. Neither the Company nor To such Seller's Knowledge, no lessor or grantor is in default in any of its Subsidiaries is obligated or bound by material respect under any options, obligations or rights of first refusal or contractual rights to sell or acquire any real propertyLease. Except as would not be material Subject to the Company and its Subsidiariesreceipt of the consents set forth on Schedule 6.3(b), taken no --------------- consent or approval of any other Person is required in order to permit the Purchaser to continue as a wholelessee, sublessee or holder of the Company and its Subsidiaries have fulfilled and performed easement or right of way thereunder after the consummation of the transactions contemplated hereunder on the same terms as in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to effect on the date of this Agreement. (c) Neither the whole nor any part Schedule 6.13(c) sets forth a list of the Owned all material agreements ---------------- under which such Seller possesses an Other Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, Interest and all amendments thereto relating to the Knowledge Project. Such Seller has a valid, good and marketable interest in the Other Real Property Interests, free and clear of all Liens, except: (i) Permitted Liens and (ii) zoning, planning and other limitations and restrictions of record. (d) Except as disclosed on Schedule 6.13(d) or the CompanyTitle Policy or ---------------- Survey, no such condemnation or other taking is threatened or contemplated. There there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements granting or arrangements, written or oral, pursuant to which such Seller has granted to any Person the right of to purchase the Owned Real Property, or the right to use or occupancy occupy any of the Owned Real Property, Leased Real Property or Other Real Property Interest that would materially and adversely affect the operation of the Assets. (e) Except as disclosed on Schedule 6.13(e), such Seller has not ---------------- received written notice and does not have any portion of Knowledge that: (i) there are any pending or threatened proceedings for rezoning or otherwise, which would affect the Real Property or any portion thereof or any improvements thereon; (except ii) there is any plan, study or effort by any governmental agency to widen, modify or realign any street or road providing access to the Real Property or any portion thereof, or that in any other way could reasonably be expected to materially affect the Seller's current intended use thereof; or (iii) there are any mining, mineral or water extraction or development projects in progress or planned to commence on or under the Real Property Leases and Permitted Liens)or any portion thereof.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.10(a)(i3.17(b) of the Seller Company Disclosure Schedule includes Letter sets forth a true, correct complete and complete accurate list as of the date of this Agreement of all real property leasesleased, subleasessubleased or licensed, licenses or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy agreements used arrangements), by the Company or any of its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the collectively “Real Property Company Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”), together with the location of the premises. The Company As of the date of this Agreement, except as would not, individually or its Subsidiariesin the aggregate, as applicable, reasonably be expected to have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect, (Ai) no default by each Company Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcythe Bankruptcy and Equity Exception, insolvencyand (ii) neither the Company nor any of its Subsidiaries nor, reorganization and to the Company’s Knowledge, any other Laws party to any Company Lease is in default in any material respect under any of general applicability relating the Company Leases, and, to the Company’s Knowledge, no event has occurred or affecting creditors’ rights and to general equity principlescircumstances exist that may (with notice, a lapse of time or both) constitute or result in such a default. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries. The Company has assigned, transferred or pledged any interest in any made available to the Parent complete and accurate copies of the Real Property all Company Leases. (bc) Section 3.10(b) As of the Seller Disclosure Schedule sets forth date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a true and complete list of all the real property owned by the Company Material Adverse Effect, or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b3.17(c) of the Seller Company Disclosure ScheduleLetter, the Company and and/or its Subsidiaries have good marketable and valid fee simple title leasehold estates in all real property leased, subleased or licensed, or otherwise occupied pursuant to all of the Owned Company Leases (“Leased Real Property Property”), in each case, free and clear of all Liensliens. With respect to all Leased Real Property, other than Permitted Liens. Neither all buildings, improvements and fixtures and equipment located thereon and used in the business of the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed (x) are in all material respects all obligations binding upon in reasonably good condition and repair (ordinary wear and tear excepted) and are sufficient for the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part operation of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge business of the Company, no such condemnation or ; and (y) are in material compliance with zoning and other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of applicable land use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)regulations for their current uses.

Real Property. (a) Section 3.10(a)(i) None of the Seller Disclosure Schedule includes a true, correct and complete list of all Companies or their Subsidiaries owns any real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”)property. The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b3.1(k)(a) of the Seller Disclosure Schedule sets forth a true and complete list (x) the location of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) directly or indirectly leased to any of the Companies or their Subsidiaries by a third party pursuant to a lease, sublease or other similar agreement under which any of the Companies or their Subsidiaries is the lessee or sublessee (collectively, the “Company Leases”) and (y) a list of all Company Leases. Each Company Lease (A) constitutes a valid and binding obligation of the record owner Company or the Subsidiary party thereto and (B) assuming such Company Lease is binding and enforceable against the other parties thereto, is enforceable against the Company or the Subsidiary party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), (ii) none of the Companies or their Subsidiaries is, in any material respect, in breach of or default under any Company Lease. True and complete copies of all Company Leases, together with all modifications, extensions, amendments and assignments thereof, if any, have heretofore been furnished or made available to Buyer. The Companies or their Subsidiaries have paid the rents and observed the material terms of the Company Leases. Except as set forth in Section 3.10(b3.1(k)(b) of the Seller Disclosure Schedule, none of the Company and its Companies or their Subsidiaries have good marketable and valid fee simple title subleased, licensed or granted other interests giving any Person any right to all the use, occupancy or enjoyment of the Owned any Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)thereof.

Real Property. (a) Section 3.10(a)(i3.10(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list of the addresses of all real property leases, subleases, licenses or other occupancy agreements used (i) owned by the Company (the “Owned Real Property”), or its Subsidiaries (ii) leased, subleased or licensed by, or for which a right to use or occupy has been granted to, the Company (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). Section 3.10(a) of the Company Disclosure Schedule also identifies (i) with respect to each Owned Real Property, all Persons that use or occupy such Owned Real Property, and (ii) with respect to each Leased Real Property, each lease, sublease, license or other Contractual Obligation under which any such Leased Real Property is occupied or used including the date of them is a party as lesseeand legal name of each of the parties to such lease, sublesseesublease, licensee license or occupant other Contractual Obligation, and each amendment, modification or supplement thereto (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Company Disclosure Schedule, the Company has good and its Subsidiaries have good marketable and valid fee simple title in and to all of the Owned Real Property Property, free and clear of all Liens, Encumbrances other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this AgreementEncumbrances. (c) Neither the whole nor any part Except as set forth on Section 3.10(c) of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental AuthorityCompany Disclosure Schedule, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There there are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other agreements Contractual Obligations granting to any other Person the right of use or occupancy of any portion of the Owned Real Property and there is no Person in possession of any of the Owned Real Property. (d) The Company has delivered to the Buyer accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto. (except under e) No eminent domain or condemnation Action is pending or, to the Company’s Knowledge, threatened, that would preclude or materially impair the use of any Real Property. To the Knowledge of the Company, the Company’s current use of the Real Property Leases does not violate in any material respect any restrictive covenant of record that affects any of the Real Property. (f) Each Facility is supplied with utilities and Permitted Liens)other services necessary for the operation of such Facility as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Design & Manufacturing Business as currently conducted.

Real Property. (a) Section 3.10(a)(i3.21(a) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned in fee by the Company or its Subsidiaries any Company Subsidiary (such propertiescollectively, the “Owned Real Property”) and the record owner thereofaddress, if applicable, for each parcel of Owned Real Property. Except The Company or a Company Subsidiary, as set forth in Section 3.10(b) of the Seller Disclosure Schedulecase may be, the Company and its Subsidiaries have holds good marketable and valid fee simple title to all of the Owned Real Property Property, free and clear of all Liens, except for Permitted Liens and other matters described on Schedule 3.21(a) attached hereto (collectively, the “Permitted Encumbrances”). There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Property, or any portion thereof or interest therein. There are no parties (other than the Company and the Company Subsidiaries) in possession of any Owned Real Property. (b) Section 3.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description of the applicable Lease Agreement relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to the Bankruptcy and Equity Exception. (c) The Owned Real Property and the Leased Real Property are referred to collectively herein as the “Real Property.” Each parcel of Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws and Orders applicable to such Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws and Orders. Neither the Company nor any Company Subsidiary has received written notice of its Subsidiaries is obligated or bound by any optionsproceedings in eminent domain, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authoritysimilar proceedings that are pending, and, to the Knowledge of the Company, and there are no such condemnation or other taking is proceedings threatened or contemplated. There are no leasesin writing, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of affecting any portion of the Real Property (except under and neither the Real Property Leases and Permitted Liens)Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding.

Real Property. (a) Section 3.10(a)(iNeither the Company nor any Company Subsidiary owns any real property. Schedule 4.13(a) of the Seller Disclosure Schedule includes Schedules sets forth a true, correct and complete list (which list shall be updated by the Company as of the Closing) of all real property leases, subleases, licenses leased or other occupancy agreements used subleased by the Company or its Subsidiaries or to which any of them is a party Company Subsidiary (as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunderupdated, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in ) and all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default that has been subleased or assigned by the Company or its any Company Subsidiary to any other Person and sets forth the names of the parties thereto, the date of the lease or sublease and each amendment thereto (collectively, the “Lease Documents”). True and complete copies of the Lease Documents have been made available to Purchaser no later than fifteen (15) days prior to the Closing Date. Each of the Lease Documents is valid, binding and in full force and effect and neither the Company, the Company Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in material violation of or in material default thereunder. No event has occurred or circumstance or condition exists, that (with or without notice, lapse of time or both) would reasonably be expected to (i) result in a material breach or material violation of or material default thereunder, (ii) give any party the right to cancel or accelerate payments thereunder or terminate or materially modify any Lease Document or (iii) give any party to any Lease Document or any property formerly leased by the Company, any Company Subsidiary or any of their predecessors the right to seek damages or other remedies. (b) Except as set forth in Schedule 4.13(b) of the Disclosure Schedules, the Company and each Company Subsidiary has valid leasehold interests in (or has analogous property rights under applicable Law) all Leased Real Property used by it. (c) Schedule 4.13(c) of the Disclosure Schedules sets forth a list (which list shall be updated by the Company as of the Closing) of each franchise, license or similar agreement pursuant to which the Company or any Company Subsidiary grants rights to any third party to use the Intellectual Property of the Company and the hotel reservation system of the Company and the Company Subsidiaries, and described the property that is subject to such agreement (such property, as updated, together with the Leased Real Property, collectively the “Properties” or individually a “Property”), the names of the parties thereto, the date of such franchise agreement and each amendment thereto (including side letters and other agreements) (collectively, the “Franchise Documents”). True and complete copies of the Franchise Documents have been made available to Purchaser no later than fifteen (15) days prior to the Closing Date. Each of the Franchise Documents is valid, binding and in full force and effect and neither the Company, the Company Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in material violation of or in material default thereunder. No event has occurred or circumstance or condition exists, that (with or without notice, lapse of time or both) would reasonably be expected to (i) result in a material breach or material violation of or material default thereunder, (ii) give any party the right to cancel or accelerate payments thereunder or terminate or materially modify any Franchise Document or (iii) give any party to any Franchise Document or any property formerly subject to any franchise, license or similar agreement with the Company, any Company Subsidiary or any of their predecessors the right to seek damages or other remedies. (d) None of the Company or any Company Subsidiary nor, to the Knowledge of the Company, any other party to any Franchise Document has received written notice of a proceeding in eminent domain proceedings affecting any of the Properties. (e) With respect to all buildings, structures (surface and sub-surface), fixtures and improvements (collectively, the “Improvements”) on each Property, (i) such Improvements are in good working condition, except for ordinary wear and tear, (ii) all mechanical systems therein are in good operating condition, except for ordinary wear and tear, (iii) all FF&E therein are in good operating condition, except for ordinary wear and tear, (iv) all of the guest rooms are available for regular occupancy and the lobby, restaurant(s), lounge(s), board rooms, meeting and banquet rooms, “back-of-house” areas, parking facilities (if any) and other public areas are available for regular use, with FF&E reasonably installed, (v) all are reasonably accessible to and from public access ways over roads adequate to provide all necessary vehicular and pedestrian ingress and egress for the use thereof for its intended purpose as currently used, (vi) all utilities, including water, gas, heat, drainage, storm and sanitary septic facilities, telecommunication (including telephone, internet and cable), electrical systems and fire protection are available and operable in adequate capacity to permit the use thereof for its intended purposes as currently used, and all introduction and connection charges have been paid, (vii) all have the parking area (if any) shown on the plans and specifications, and (viii) all have adequate signs in place. (f) All Improvements on each Property conform to and are in compliance with all Laws in all material respects. Except as set forth in Schedule 4.13(f) of the Disclosure Schedules, each Property and each Improvement thereon has been completed in all material respects in accordance with all applicable zoning and land use regulations and permits and all restrictions and/or conditions contained in any zoning or land use variance or other similar approval relating to such Property or Improvement. There are no pending or, to the Knowledge of the Company, threatened proceeding to change the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge current land use classification of the Company, on and against Property or the lessor or other party conditions applicable thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (bg) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(bSchedule 4.13(g) of the Seller Disclosure ScheduleSchedules, the Company all Permits and its Subsidiaries have good marketable licenses (including specific industry licenses), certificates and valid fee simple title approvals and all governmental concessions required by applicable Law to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound be issued by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be Governmental Entity and material to the Company operation of each hotel and its Subsidiaries, taken Property as a wholepresently conducted (collectively, the Company “Hotel Permits”) have been obtained and its Subsidiaries have fulfilled all such Hotel Permits are in full force and performed in all material respects effect and all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement(including payments) thereunder have been complied with. (ch) Neither the whole nor any part Schedule 4.13(h) of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, Disclosure Schedules describes all current and planned material construction and renovation projects relating to the Knowledge Properties, including (i) the cost of each construction or renovation project and any cost overruns and (ii) the Company, no such condemnation planned completion date for each construction or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)renovation project.

Real Property. (a) Section 3.10(a)(i3.10(a) of the Seller Disclosure Schedule includes Letter sets forth a true, correct true and complete list of the street locations of all real property leasesowned, subleasesdirectly or indirectly, licenses or other occupancy agreements used by the Company Seller Entities or its Subsidiaries or to which any of them is a party as lesseethe Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, sublessee, licensee whether or occupant (not listed on Section 3.10(a) of the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunderSeller Disclosure Letter, the “Leased Owned Real Property”). The Company Seller Entities or its Subsidiaries, as applicable, have a valid leasehold interest in all one of the Leased Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all LiensEncumbrances, other than except for Permitted LiensEncumbrances. Except as would not be material Seller has delivered or made available to the Company Buyer true and complete copies of all vesting deeds, title reports or similar documents in its Subsidiaries, taken as a whole, (A) no default possession or control evidencing ownership by the Company Seller Entities or its Subsidiaries, or, to the Knowledge one of the Company, the lessor, exists under any Transferred Subsidiaries of such Owned Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property LeasesProperty. (b) Section 3.10(b) of the Seller Disclosure Schedule Letter sets forth a true and complete list of (i) the street location of all the real property owned and interests in real property leased, subleased, licensed or otherwise occupied by the Company Seller Entities or its any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (such properties, the “Owned Real Property”without any extensions thereof) and that are primarily used in the record owner thereof. Except as set forth in Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure ScheduleLetter, the Company and its Subsidiaries have good marketable and valid fee simple title “Leased Real Property”, with the leases relating to all such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Owned Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property free Leases. With respect to the Real Property Leases and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except except as would not otherwise be material to the Company and its SubsidiariesDevices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and there are no material disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that are required to be performed by with the Company passage of notice or time or both would result in a Subsidiary prior to the date of this Agreementmaterial default or breach). (c) Neither Except in the whole ordinary course of business or as permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, neither the Seller Entities nor any part of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned Real Property or Leased Real Property. (d) There are no pending or, to the Knowledge of Seller, threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) No Acquired Company owns any real property. (b) Section 3.10(a)(i3.9(b)(i) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list list, as of the date hereof, of all real property leases, subleases, licenses or other occupancy agreements used by or contracts for real property, including all amendments, supplements, modifications, renewals, guaranties and extensions with respect thereto (the Company “Leases” or its Subsidiaries or individually, a “Lease”) to which any of them Acquired Company is a party as lesseepursuant to which any Acquired Company leases, sublesseesubleases or otherwise occupies any real property from any other Person (all such real property, licensee whether or occupant (not set forth on Section 3.9(b)(i) of the “Real Property Leases,” and the properties leasedCompany Disclosure Schedule, subleased, licensed or occupied thereundercollectively, the “Leased Real Property”), together with the address of the related property; provided, that Section 3.9(b)(i) of the Company Disclosure Schedule shall include only Leases with respect to Leased Real Property with a monthly rent payment of $10,000 or more (the “Material Leases”). The Company has delivered or its Subsidiariesmade available to Parent true, as applicable, have complete and accurate copies of each Lease (other than those not required to be listed on Section 3.9(b)(i) of the Company Disclosure Schedule). Each of the Leases is in full force and effect and is a valid leasehold interest in all and binding obligation of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the applicable Acquired Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, orparty thereto and, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and other parties thereto. The applicable Acquired Company (Bi) each Real Property Lease is legalholds good, valid and binding onsubsisting leasehold interests in the Leased Real Property under the Leases, free and enforceable against, the Company or its Subsidiaries, as applicable, clear of all subtenancies and other occupancy rights and, to the Knowledge of the Company, on and against the lessor Encumbrances, other than Permitted Encumbrances or other party thereto, as set forth in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b3.9(b)(ii) of the Seller Company Disclosure Schedule sets forth a true Schedule, and complete list of (ii) enjoys peaceful and undisturbed possession under the Leases for all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Leased Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b3.9(b)(ii) of the Seller Company Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, no Person other than Permitted Liens. Neither the an Acquired Company nor possesses, uses or occupies all or any portion of its Subsidiaries any Leased Real Property, and no Acquired Company is obligated or bound by a party to any optionsagreement, obligations or rights right of first offer, right of first refusal or contractual rights option with respect to sell the purchase or acquire sale of any real propertyproperty or any interest therein. Except as would not be No material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed default or breach by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation Acquired Companies (or other taking by any Governmental Authority, and, to the Knowledge of the Company, no any counterparty to such condemnation Lease), nor to the Knowledge of the Company any event or other taking is threatened condition that with notice or contemplatedthe passage of time or both would result in or constitute a material default or breach by any of the Acquired Companies (or to the Knowledge of the Company, any counterparty to such Lease), exists under any Lease. There are no leases, subleases, licensesNo Acquired Company has received any written notice from, or sent any written notice to, any other agreements granting party to a Lease alleging that the Acquired Company or such other party, as the case may be, is in default or breach of any Person Lease (other than matters that have been cured). No Acquired Company has received written notice of any, and to the right Knowledge of use the Company, there is no, pending or occupancy threatened condemnation proceeding (or jurisdictional equivalent thereof) or proceeding, action or agreement for taking (including by eminent domain), or any sale or disposition in lieu of condemnation, with respect to all or any portion of any Leased Real Property. Other than as set forth in Section 3.9(b)(iii) of the Company Disclosure Schedule, (i) no Consent by the landlord under any Material Lease is required in connection with or as a result of the execution, delivery and performance of this Agreement or the consummation of the Merger or the other Transactions and (ii) none of the Acquired Companies have vacated or abandoned any of the Leased Real Property (except under Properties or given notice of its intent to do the Real Property Leases and Permitted Liens)same.

Real Property. (a) Section 3.10(a)(iNeither Company nor any of its subsidiaries currently owns or has ever owned any real property. (b) of To the Seller Disclosure extent not disclosed in the Company SEC Documents, Schedule includes 2.26 sets forth a true, correct and complete list of all real property leases, subleases, licenses or other occupancy similar agreements used by the to ------------- which Company or its Subsidiaries or to which any of them its subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party as lessee("Leases") (copies of which have ------ previously been furnished to Parent), sublesseein each case, licensee setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases, and (ii) the street address or occupant legal description of each property covered thereby (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “"Leased Real Property”Premises"). The Company or its Subsidiaries, as applicable, have a valid leasehold interest Leases are in full --------------- force and effect in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, orrespects, to the Knowledge knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, have not been amended except as disclosed in the Company SEC Documents or its SubsidiariesSchedule -------- 2.26 and, as applicableCompany is not, and, to the Knowledge knowledge of the Company, on and against the lessor or no other party ---- thereto, is in accordance default or breach under any such Lease and no event has occurred by Company that, with its termsthe passage of time or the giving of notice or both, subject to bankruptcy, insolvency, reorganization and other Laws would cause a breach of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the default of Company nor under any of its Subsidiaries has assignedsuch Leases, transferred or pledged any interest in any of except to the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth extent such default would not have a true and complete list of all the real property owned by the Material Adverse Effect on Company. Either Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth subsidiaries have valid leasehold interests in Section 3.10(b) each of the Seller Disclosure ScheduleLeased Premises, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property which leasehold interest is free and clear of all Liensany liens, covenants and easements or title defects of any nature whatsoever other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither With respect to the whole nor any part of the Owned Real Property is subject to any Leased Premises, (i) there are no pending suit for condemnation or other taking by any Governmental Authority, andor, to the Knowledge knowledge of Company, threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (ii) to the Company's knowledge, no all improvements, buildings and systems on any such condemnation or other taking is threatened or contemplated. There parcel are in good repair and safe for their current occupancy and use, (iii) to the knowledge of Company, there are no leases, subleases, licenses, contracts or other agreements (whether oral or written) granting to any Person party or parties the right of use or occupancy of any such parcel, and there are no parties (other than Company) in possession of any such parcel, (iv) to the knowledge of Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, (v) to the knowledge of Company, all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and (vi) to the Real Property (except under Company's knowledge, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Real Property Leases and Permitted Liens)knowledge of Company, threatened termination of such access.

Real Property. (ai) Section 3.10(a)(iSchedule 3.2(t)(i) of the Seller Company Disclosure Schedule includes contains a true, complete and correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Owned Real Property Leases,” (as defined in Section 3.2(t)(iii)) setting forth information sufficient to specifically identify such Company Owned Real Property and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”)legal owner thereof. The Company or and its SubsidiariesSubsidiaries have good, as applicablevalid and marketable fee simple title to the Company Owned Real Property, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, any Liens other than Company Permitted Liens. Except There are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any material portion thereof or interest therein. Each Company Lease (as would not be material defined in Section 3.2(t)(iii)) grants the lessee under such lease the exclusive right to use and occupy the premises and rights demised thereunder free and clear of any Lien other than Company Permitted Liens. Each of the Company and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Company Leases free and clear of any Liens other than Company Permitted Liens. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under its respective Company Leases of its respective Company Leased Real Property (as defined in Section 3.2(t)(iii)) free and clear of any Lien other than Company Permitted Liens. (ii) The Company Real Property constitutes all the fee, leasehold and other interests in real property held by the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge and constitutes all of the Companyfee, leasehold and other interests in real property, necessary for the conduct of, or otherwise material to, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge business of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable as it is currently conducted, except for any fee, leasehold or other interest acquired or disposed of in the ordinary course of business after the date hereof and valid fee simple title to all in accordance with this Agreement. The use and operation of the Owned Company Real Property free and clear in the conduct of all Liens, other than Permitted Liens. Neither the Company nor any business of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries does not violate any instrument of record or agreement affecting the Company Real Property, except for such violations as individually and in the aggregate would not have fulfilled and performed or result in all material respects all obligations binding upon the Owned Real Property that are required to be performed a Material Adverse Effect. No current use by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part and its Subsidiaries of the Owned Company Real Property is subject to any pending suit for condemnation dependent on a nonconforming use or other taking by any Governmental Authoritygovernmental approval, and, to the Knowledge absence of which individually or in the Company, no such condemnation aggregate would have or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)result in a Material Adverse Effect.

Real Property. (a) Section 3.10(a)(i3.8(a) of the Seller Company Disclosure Schedule includes a list that is true, correct and complete list as of the date of this Agreement of all real property leases, subleases, licenses or other agreements that permit occupancy agreements used by pursuant to which the Company or any of its Subsidiaries or to which any of them is a party (as tenant, lessee, sublessee, licensee or occupant user) leases or otherwise has rights to use the real property described therein (together with any amendment or modification thereto, the “Company Real Property Leases,” and the properties leased, subleased, licensed or occupied leased thereunder, the “Company Leased Real Property”), identifying the lessor, lessee and address thereof. The leasehold interests relating to the Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property Leases are free and clear of all Liens, other than Company Permitted Liens. Except as would not be material As of the date of this Agreement, none of the Company or any of its Subsidiaries have received any written notice from the other party to any Company Real Property Lease of the early termination or proposed early termination thereof (other than with respect to the termination of such lease at the applicable expiration date set forth in such Company Real Property Lease). (b) Section 3.8(b) of the Company Disclosure Schedule lists all real properties owned by the Company or its Subsidiaries as of the date of this Agreement (the “Company Owned Real Property”). The Company and its Subsidiaries, taken as applicable, have good and valid fee title to the Company Owned Real Property free and clear of any Liens, except for Company Permitted Liens. None of the Company Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Company Owned Real Property. (c) Section 3.8(c) of the Company Disclosure Schedule includes a wholelist that is true, correct and complete as of the date of this Agreement of all leases, subleases, licenses or other agreements (Atogether with any amendment or modification thereto, the “Company Occupancy Agreements”) no default by pursuant to which the Company or any of its SubsidiariesSubsidiaries (as landlord) leases or grants to another party the right to use any of the Company Owned Real Property. A true, correct and complete copy of each written Company Occupancy Agreement has been made available to Holdings, and a summary of all material terms of each material oral Company Occupancy Agreement is set forth on Section 3.8(c) of the Company Disclosure Schedule. (d) Except as set forth in Section 3.8(d) of the Company Disclosure Schedule, there is no pending or, to the Knowledge of the Company, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the lessor, exists under any Company Owned Real Property Leases and (B) each or Company Leased Real Property Lease is legal, valid and binding onProperty, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither neither the Company nor any of its Subsidiaries has assigned, transferred or pledged have received any interest in any of the Real Property Leaseswritten notice thereof. (be) Section 3.10(b) None of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated has received any written notice of (i) uncorrected material violations of building codes and/or zoning ordinances or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to other similar Laws affecting the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property or Company Leased Real Property, or (ii) existing, pending or threatened zoning or building code changes that are required to be performed by would materially and adversely affect the Company applicable property, or a Subsidiary prior to any moratorium proceedings that would materially and adversely affect the date current use and/or operation of this Agreement. (c) the applicable property. Neither the whole nor any part material portion of the Company Owned Real Property is subject to any pending suit for condemnation or Company Leased Real Property has been damaged or destroyed by fire or other taking by any Governmental Authoritycasualty that has not been substantially repaired. Each Company Owned Real Property and Company Leased Real Property has adequate access to water supply, andstorm and sanitary sewer facilities, telephone, gas and electrical connections, fire protections, drainage and other public utilities, in each case to the Knowledge extent necessary for the conduct of the Company, no such condemnation business of the Company or the applicable Subsidiary as currently conducted. Each Company Owned Real Property and Company Leased Real Property has the right to access a public road or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting means of lawful access to any Person and from the right of use or occupancy of any portion of the Company Owned Real Property (except under the or Company Leased Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(i4.4(a) of the Seller Company Disclosure Schedule includes Letter sets forth a true, correct and complete list of all real property owned by the Company or any of its Subsidiaries as of the date hereof (collectively, the “Company Owned Real Property”). The Company or one of its Subsidiaries has good and marketable title in fee simple, free and clear of Encumbrances (except as set forth in Section 4.4(a) of the Company Disclosure Letter and other than Permitted Encumbrances), to the Company Owned Real Property. As of the date hereof, with respect to each such parcel of Company Owned Real Property, except as set forth in Section 4.4(a) or 4.4(b) of the Company Disclosure Letter: (i) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting any Person the right of use or occupancy of, or the right to consent to the use or occupancy of, any portion of such parcel; (ii) there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel or any interest therein; and (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending condemnation proceedings. (b) Section 4.4(b) of the Company Disclosure Letter sets forth a list as of the date hereof, of (x) all leases, subleases, licenses or other occupancy agreements used by (the “Company Leases”) pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property and (y) existing leases, subleases, licenses or other occupancy agreements to which the Company or any of them its Subsidiaries is a party as lesseelandlord or lessor thereunder or by which the Company or any of its Subsidiaries is bound as landlord or lessor thereunder (each, sublessee, licensee or occupant (the a “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real PropertyCompany Tenant Lease”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear has provided copies of all LiensCompany Leases, other than Permitted Liensall Company Tenant Leases and all modifications, supplements or amendments to the Company Leases and the Company Tenant Leases. Except as would not be material reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Lease and its Subsidiaries, taken as Company Tenant Lease (i) constitutes a whole, (A) no default by valid and binding obligation of the Company or its Subsidiaries, or, to the Knowledge Subsidiary of the Company, the lessor, exists under any Real Property Leases and Company party thereto; (Bii) each Real Property assuming such Company Lease is a legal, valid and binding onobligation of, and enforceable against, the other parties thereto, is enforceable against the Company or its Subsidiaries, as applicable, and, to the Knowledge Subsidiary of the Company, on and against the lessor or other Company party thereto, in accordance with its terms, subject to except as limited by bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar Laws affecting the enforcement of general applicability relating to or affecting creditors’ rights in general and subject to general principles of equity principles(regardless of whether such enforceability is considered in a proceeding at law or in equity). Neither the Except as would not reasonably be expected to have a Company nor any Material Adverse Effect, (i) none of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries is in breach or default under any Company Lease and (ii) to the Company’s knowledge, none of the landlords or sublandlords under any Company Lease is in material breach or default of its obligations under such properties, the “Owned Real Property”) and the record owner thereofCompany Lease. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedulewould not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good marketable enjoy peaceful and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the undisturbed possession under each Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Lease. (c) Except as would not reasonably be material expected to have a Company Material Adverse Effect or otherwise set forth in Section 4.4(c) of the Company Disclosure Letter, (i) the present use of the Company Owned Real Property, the Company Leases and its Subsidiariesthe Company Tenant Leases (collectively, taken as a wholethe “Company Real Property”) does not violate any restrictive covenant, municipal by-law or other Law or agreement that in any way restricts, prevents or interferes in any material respect with the continued use of the Company Real Property for which it is used in the business of the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to as of the date of this Agreement. hereof (cother than Permitted Encumbrances); and (ii) Neither the whole nor any part of the Owned Real Property no condemnation, eminent domain or similar proceeding exists or is subject to any pending suit for condemnation or other taking by any Governmental Authority, andor, to the Knowledge of the Company’s knowledge, no such condemnation threatened with respect to or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to that could affect any Person the right of use or occupancy of any portion of the Company Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Neither the Company nor any Acquired Subsidiary owns any real property. (b) Section 3.10(a)(i3.18(b) of the Seller Disclosure Schedule includes a truelists: (i) the street address of each parcel of Leased Real Property, correct (ii) the identity of the lessor, lessee and complete list current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all real property leasesescalations) pertaining to each such parcel of Leased Real Property, subleasesand (iv) the current use of each such parcel of Leased Real Property. Other than the rental payment amounts set forth in Section 3.18(b) of the Disclosure Schedule, licenses to the Seller’s Knowledge, no other amounts are owed or other occupancy agreements used reasonably likely to be owed by the Company or its Subsidiaries or any Acquired Subsidiary with respect to which any parcel of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, . (c) Except as applicable, have a valid leasehold interest set forth in all Section 3.18(c) of the Disclosure Schedule, neither the Company nor any Acquired Subsidiary has leased or subleased any parcel or any portion of any parcel of Leased Real Property free to any other Person and clear no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Acquired Subsidiary assigned its interest under any lease or sublease listed in Section 3.18(b) of the Disclosure Schedule to any Person. (d) To the Seller’s Knowledge, each parcel of Leased Real Property is in compliance in all Liens, other than Permitted Liensmaterial respects with all applicable Laws and Governmental Orders. Except as would not be material to set forth in Section 3.18(d) of the Company Disclosure Schedule, the lease for each parcel of Leased Real Property is in full force and its Subsidiarieseffect, taken as a whole, (A) there are no default defaults under such leases by the Company or its Subsidiariesany Acquired Subsidiary, or, to the Knowledge of the CompanySeller, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasessuch leases. (be) Section 3.10(b3.18(e) of the Seller Disclosure Schedule sets forth a true and complete list lists all Contracts relating to the use or enjoyment of all the real property owned Leased Real Property pursuant to which the consummation of the transactions contemplated by the Company or its Subsidiaries (such properties, the “Owned Real Property”) this Agreement and the record owner thereof. Except as set forth in Section 3.10(b) Ancillary Agreements would require the consent of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementparties thereto. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) The Company does not own any real property in fee simple. Except as set forth on Section 3.10(a)(i5.19(a) of the Seller Company Disclosure Schedule includes Schedule, a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have Subsidiary holds a valid leasehold or other valid interest or right in all of the Leased Real Property and a valid easement interest in each Communications Easement or Easement Appurtenant (which may, in the case of Easements Appurtenant, be limited to the term of the Ground Lease which provides for such Easement Appurtenant), in each instance free and clear of all Liens, other than Permitted Liens. Except In the Territory, except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, set forth on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b5.19(a) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company applicable Ground Lessor has a titled interest in the applicable Leased Real Property and its Subsidiaries have good marketable and valid fee simple title in the applicable Communications Easements or applicable Easement Appurtenant (which may, in the case of Easements Appurtenant, be limited to all the term of the Owned Ground Lease which provides for such Easement Appurtenant). The Companies or Company Subsidiaries hold their interests in the Leased Real Property Property, the Communications Easements and the Easements Appurtenant free and clear of all Liens, other than Permitted Liens. Neither . (b) Section 5.19(b) of the Company nor Disclosure Schedule sets forth (x) each Tower Site on which there is more than one Tower and, (y) if any of its Subsidiaries Tower on such Tower Site is obligated or bound not owned by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to Company Subsidiary, the name of the Person that owns the Tower on such Tower Site. As of the date of this Agreement. (c) Neither the whole nor any part hereof, except as set forth on Section E and Section 5.6 of the Owned Real Property Company Disclosure Schedule, all of the Towers are Completed Towers and all Towers are operational and no additional work is subject to required for such operation or completion of any pending suit for condemnation or other taking by any Governmental Authority, and, to Tower. To the Knowledge of the Company, no such condemnation or other at least 75% of the Towers can accommodate at least one additional broadband Tenant (in addition to the initial Tenant for whom the Tower was constructed), without taking is threatened or contemplated. There are no leasesinto consideration the effect, subleasesif any, licensesof structural defects in the Towers, changes in structural loading standards, soil conditions, or other agreements granting conditions relating to any Person the right of use or occupancy of any portion Tower Site. Section 5.19(b) of the Real Property Company Disclosure Schedule sets forth, for each Tower (except under i) the Real Property Leases height of such Tower, (ii) the type of such Tower, and Permitted Liens)(iii) and whether such Tower has lights.

Real Property. (a) Section 3.10(a)(i3.09(a)(i) of the Seller Disclosure Schedule includes a true, correct Schedules sets forth an accurate and complete list of all real property leases, subleases, licenses or other occupancy agreements used owned in fee by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant Acquired Companies (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Owned Real Property”), together with a description of the location of each Owned Real Property (including, to the extent available for each Owned Real Property, parcel identification numbers, tax lot numbers, and/or the township, range and section information identifying the location of the relevant Owned Real Property) and the name of the Acquired Company holding such title. The Company Acquired Companies have good and marketable title (or its Subsidiariesthe equivalent of good and marketable title in the applicable jurisdiction) to all Owned Real Property, as applicable, in each case except where the failure to have a valid leasehold such title or interest in all would not materially interfere with the use or occupancy of the Owned Real Property. The Owned Real Property and the Leased Real Property free collectively include all real property reflected on the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date, except for properties and clear of all Liens, other than Permitted Liensassets sold since the Most Recent Balance Sheet Date. Except as would not be material to set forth in Section 3.09(a)(ii) of the Company and its Subsidiaries, taken as a wholeDisclosure Schedules, (A) none of the Acquired Companies have entered into any lease, sublease or other occupancy or use agreement with respect to any of the Owned Real Property which remains in effect, (B) there is no default by the Company or its Subsidiariespending, or, to the Knowledge of the Company, proposed change in the lessorzoning of any of the Owned Real Property or any part thereof, exists under and (C) none of the Acquired Companies is a party to any agreement or option to purchase any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasestherein. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b3.09(a)(i) and Section 3.09(c)(i) of the Seller Disclosure ScheduleSchedules, the Company and its Subsidiaries have good marketable and valid fee simple title to all none of the Owned Real Property free and clear of all LiensAcquired Companies currently owns or leases, other than Permitted Liens. Neither or has during the Company nor any of its Subsidiaries is obligated past five (5) years owned or bound by any optionsleased, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to The Owned Properties and the Company and its Subsidiaries, taken as a wholeLeased Real Properties (collectively, the Company and its Subsidiaries have fulfilled and performed in “Real Property”) constitute all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned real property interests used by, or necessary for, the conduct of the Business of the Acquired Companies. None of the Real Property is subject to any pending suit for condemnation or other taking by any Governmental AuthorityLien, and, except Permitted Liens. The Company has made available to the Knowledge Buyer true and correct copies of the Company, no such condemnation or other taking is threatened or contemplatedmost recent annual filing for each unpatented mining claim constituting part of the Owned Real Property. There are no leases, subleases, licenses, outstanding options or other agreements granting rights of first refusal to purchase any Person the right of use or occupancy of any portion of the Real Property (except or any interest therein. The Acquired Companies have obtained and maintained in full force and effect all licenses, Permits and similar governmental authorizations required under any Applicable Laws or regulations for the use, operation and occupancy of the Real Property Leases and Permitted Liens).as

Real Property. (a) Section 3.10(a)(i) 3.10 of the Seller Company Disclosure Schedule includes a true, correct and complete list sets forth all of all the real property leases, subleases, licenses or other occupancy agreements used owned in fee by the Company or and its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”)subsidiaries. The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all Each of the Leased Real Property Company and its subsidiaries has good and marketable title to each material parcel of real property owned by it free and clear of all Liens, except (i) Taxes and general and special assessments not in default and payable without penalty and interest, and (ii) other than Permitted Liens. Except as would liens, mortgages, pledges, encumbrances and security interests which do not be material to materially interfere with the Company's of any of its subsidiaries' use and enjoyment of such real property or materially detract from or diminish the value thereof and (iii) workmen's, mechanic's and other similar liens (each a "PERMITTED LIEN"). (b) Section 3.10 of the Company Disclosure Schedule sets forth all material leases, subleases and other agreements (the "REAL PROPERTY LEASES") under which the Company or any of its Subsidiariessubsidiaries uses or occupies or has the right to use or occupy, taken as now or in the future, any real property. The Company has heretofore made available or will make available by the Company Schedule Delivery Date to Parent true, correct and complete copies of all Real Property Leases (and all modifications, amendments and supplements thereto and all side letters to which the Company or any of its subsidiaries is a whole, (A) no default by party affecting the obligations of any party thereunder). Each Real Property Lease constitutes the valid and legally binding obligation of the Company or its Subsidiariessubsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization the Enforceability Exception. All rent and other Laws of general applicability relating to or affecting creditors’ rights sums and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned charges payable by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have subsidiaries as tenants under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such subsidiary or, to the Company's knowledge, the landlord, exists under any Real Property Lease. Each of the Company and its subsidiaries has a good marketable and valid fee simple title to all leasehold interest in each parcel of the Owned Real Property real property leased by it free and clear of all Liens, other than except Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject No party to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases has given written notice to the Company or any of its subsidiaries of, or has made a written claim against the Company or any of its subsidiaries with respect to any breach or default thereunder, in any such case in which such breach or default does or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (and Permitted Liensto the knowledge of the Company or such subsidiary, there are no such oral claims).

Real Property. (a) Section 3.10(a)(i) Schedule 4.12 of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all real estate (i) in which any of the Acquired Companies have an ownership interest (such real property estate owned by the Company Acquired Companies is herein referred to as the "Owned Property") and (ii) all real property leased or its Subsidiaries subleased by any of the Acquired Companies (such properties, real property leased or subleased by any of the “Acquired Companies is herein referred to as the "Leased Property"; the Owned Property and the Leased Property being referred to collectively herein as the "Real Property”) "). Each Acquired Company has good, valid and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to each parcel of Owned Property owned by such Acquired Company, free and clear of all of Liens except for Permitted Liens. Each Acquired Company has a valid unencumbered leasehold interest in the Owned Real Leased Property leased or subleased by such Acquired Company, in each case free and clear of all Liens, other than except for (i) Liens listed or described on Schedule 4.12 of the Disclosure Schedule, or (ii) Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to set forth on Schedule 4.12 of the Company and its Subsidiaries, taken as a wholeDisclosure Schedule, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed constitutes all real properties currently used or occupied by the Company or a Subsidiary prior to Acquired Companies in connection with the date of this AgreementBusiness. (cb) Neither The Acquired Companies have made available to the whole nor Buyer Parent true and complete copies of each underlying lease or sublease with respect to each Leased Property (each, a "Lease") and all other material agreements pertaining to the Real Property. With respect to each of the Leases: (i) there are no existing monetary defaults or material non-monetary defaults under any Lease by any Acquired Company or, to Acquired Companies' Knowledge, the lessor thereof; (ii) to Acquired Companies' Knowledge, no event has occurred which (with notice, lapse of time or both) would constitute a monetary breach or default or material non-monetary breach or default under any Lease by any party; (iii) each Acquired Company's possession and quiet enjoyment of any Leased Property under such Lease has not been disturbed in any material respect; and (iv) except as set forth on Schedule 4.12 of the Disclosure Schedule, no Acquired Company has assigned its interest under any Lease or sublet any part of the Owned Real Property is subject to premises covered thereby or exercised any pending suit for condemnation right or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)option thereunder.

Real Property. (a) Section 3.10(a)(i3.19(a) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller A&P Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or any of its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof"OWNED REAL PROPERTY"). Except as set forth in Section 3.10(b3.19(a) of the Seller A&P Disclosure Schedule, the Company and or one of its Subsidiaries have good marketable has title in fee simple, free and valid fee simple title clear of Encumbrances (other than Permitted Encumbrances), to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real propertyProperty. Except as would not be material set forth in Section 3.19(a) of the A&P Disclosure Schedule, with respect to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the each such parcel of Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. Property: (ci) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There there are no leases, subleases, licenses, concessions or other agreements agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such parcel; (ii) there are no outstanding rights of first refusal, rights of first offer or options to purchase such parcel or interest thereon; and (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending expropriation proceedings. (b) Section 3.19(b) of the A&P Disclosure Schedule sets forth a list all of the leases or subleases pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property (the "COMPANY LEASES") and each leased or subleased parcel of real property in which Company or any of its Subsidiaries is a tenant or subtenant thereunder (the "LEASED REAL PROPERTY"). Except as set forth in Section 3.19(b) of the A&P Disclosure Schedule, there are no restrictive covenants, municipal by-laws or other Laws that in any way materially restrict or prohibit the use of any material Leased Real Property for the purposes for which it is used in the Business as of the date hereof, other than Permitted Encumbrances. Except as set forth in Section 3.19(b) of the A&P Disclosure Schedule, (i) each material Company Lease (A) constitutes a valid and binding obligation of the Company or the Subsidiary of the Company party thereto (B) assuming such material Company Lease is a legal, valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against the Company or the Subsidiary of the Company party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (C) to the Knowledge of A&P, is in full force and effect, (ii) none of the Company or its Subsidiaries is in breach or default under any material Company Lease and (iii) to the Knowledge of A&P, none of the landlords or sublandlords under any material Company Leases is in breach or default of its obligations under any such material Company Lease, except, in each case, where such failure to be so valid, binding and enforceable or in full force and effect, or where such breach or default, would not have a Company Material Adverse Effect. Copies of all material Company Leases, together with any material amendments thereto, have heretofore been made available to Purchaser. (c) Except as set forth in Section 3.19(c) of the A&P Disclosure Schedule, the Company is not a party to any lease, sublease, concession agreement, use and occupancy agreement, assignment or similar arrangement under which the Company or any of its Subsidiaries is a sub-lessor or assignor of the material Leased Real Property Leases and Permitted Liens)Property.

Real Property. (ai) Section 3.10(a)(iSchedule (p) of the Seller Company Disclosure Schedule includes a trueLetter discloses, correct and complete list as of the date of this Agreement: (A) all material real property leases, subleases, licenses or other occupancy agreements used owned by the Company or and its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant excluding interests in Company Royalty and Stream Interests (the “Company Owned Real Property Leases,” Property”); and the properties (B) all material real property leased, subleased, licensed and/or otherwise used or occupied thereunder(whether as tenant, the “Leased Real Property”). The Company subtenant, licensee or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, pursuant to any other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (Aoccupancy arrangement) no default by the Company or its Subsidiaries, orin each case, to in connection with the Knowledge operation of the Companybusiness of the Company and its Subsidiaries as it is now being conducted (“Company Leased - F-9 - Real Property” and together with the Company Owned Real Property, the lessor“Company Property”). (ii) Schedule (p) of the Company Disclosure Letter also identifies each lease, exists sublease, license or other agreement under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, which the Company or its SubsidiariesSubsidiaries lease, as applicablesublease, andlicense or otherwise use or occupy the Company Leased Real Property (including all amendments, modifications, supplements, renewals and extensions thereto and guarantees thereof, the “Leases”). (iii) Schedule (p) of the Company Disclosure Letter also identifies each sublease, license or other Contract or agreement under which the Company or its Subsidiaries sublease, license or otherwise permit a third party to use or occupy the Company Leased Real Property (including all amendments, modifications, supplements, renewals and extensions thereto and guarantees thereof, the “Sub-Leases”). (iv) The Company or its Subsidiaries holds good and valid leasehold interests in the Company Leased Real Property pursuant to the Knowledge Leases, which leasehold interests are free and clear of all Liens (other than Company Permitted Liens), except as would not individually or in the Company, on aggregate materially and against adversely impact the lessor or other party thereto, in accordance with Company and its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesSubsidiaries. Neither the Company nor any of its Subsidiaries has assignedreceived any written notice regarding a material violation, transferred breach or pledged any interest in default under any of the Real Property LeasesLeases or Sub-Leases that has not since been cured. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. None of the MPM Companies currently owns any real property. Schedule 3.12 contains (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list description of all real property leases, subleases, licenses or other occupancy agreements used formerly owned by the Company MPM Companies, (b) a description of all real property currently leased or its Subsidiaries or subleased to which any of them is a party as lessee, sublessee, licensee or occupant the MPM Companies (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have (c) a valid leasehold interest in all of the Leased Real Property free and clear description of all Liens, other than Permitted Liens. Except as would not be material real property formerly leased or subleased to the Company and its Subsidiaries, taken as a wholeMPM Companies, (Ad) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all leases, subleases and other agreements (including any and all amendments and other modifications of such leases, subleases and other agreements) pursuant to which all or any portion of the real property owned by the Company Leased Real Property is leased or its Subsidiaries subleased (such propertiescollectively, the “Owned Leases”), and (e) a list of all material agreements applicable to the Leased Real Property”. The Company has delivered to Buyer true and complete copies of (a) the Leases, and the record owner thereof(b) all material agreements listed in Schedule 3.12. Except as set forth in Section 3.10(b) None of the Seller Disclosure ScheduleMPM Companies is a party to any agreement or option to purchase any real property or interest therein. With respect to each Leased Real Property, the Company and its Subsidiaries have good marketable and valid fee simple title to all each of the Owned MPM Companies (as the case may be) has a valid and subsisting leasehold estate in such Leased Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part each of the Owned Real Property Leases are in full force and effect. None of the MPM Companies is subject to in material default under any pending suit for condemnation or other taking by any Governmental Authority, such Lease and, to the Knowledge of the Company, no event has occurred and is continuing that, with the passage of time or upon giving of notice or both, would constitute an event of default thereunder. To the Knowledge of the Company, no landlord under any of the Leases is in material default under any such Lease. Except as set forth in Schedule 3.12, with respect to each of the Leases, (i) none of the MPM Companies has subleased, licensed or otherwise granted any person or entity the right to use or occupy the Leased Real Property or any portion thereof, (ii) none of the MPM Companies has assigned all or any part of its interest in any Lease, (iii) none of the MPM Companies has collaterally assigned or granted any security interest in such Lease, and (iv) none of the MPM Companies owes any brokerage commissions with respect to any Lease. All facilities, fixed equipment and operations of the MPM Companies are located and conducted entirely on real property leased by the MPM Companies as described above. The improvements to the Leased Real Property (including buildings, structures, and improvements but excluding the soil and water under such buildings, structures and improvements) are in satisfactory condition and repair (ordinary wear and tear excepted) consistent with its present use, available for immediate use in the conduct of the Business. There exists no pending or threatened condemnation or other taking is threatened or contemplatedlegal actions affecting the Leased Real Property. There are no leases, subleases, licenses, or other agreements granting to any Person None of the right of use or occupancy MPM Companies has received written notice of any portion material violations or investigations of violations of any applicable laws or ordinances affecting the Leased Real Property (except under the Real Property Leases and Permitted Liens)that have not been corrected.

Real Property. (a) The Target Companies and their respective Subsidiaries do not own or have, and since the Reference Date have never owned or had, any ownership interest in any real property. Section 3.10(a)(i6.10(a) of the Seller Disclosure Schedule includes Schedules contains a true, correct and complete list of all real property leasessubject to any lease, subleasessublease, licenses easement, license or other occupancy agreements used by the right-of-way or similar contract in which any Target Company or any of its Subsidiaries has an interest or to which any of them is a party as lessee, sublessee, licensee or occupant use right (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its SubsidiariesSellers have made available to Buyer true and correct copies of each lease described on Section 6.10(a) of the Disclosure Schedules, including all amendments thereto. (b) Except as applicableset forth in Section 6.10(b) of the Disclosure Schedules, the Target Companies and their respective Subsidiaries have a valid leasehold interest in all of or use right in, the Leased Real Property Property, in each case, free and clear of all Liens, other than Permitted Liens. Except as would not be material . (c) Buyer has received complete copies of all leases, subleases, easements, licenses or rights-of-way or similar contracts with respect to the Company and its Subsidiaries, taken as a whole, (A) no default by the Leased Real Property in which any Target Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assignedan interest or use right (collectively with any assignments, transferred or pledged any interest in any amendments, modifications, supplements, side letters, and other agreements relating thereto, the “Real Property Leases”). (d) All of the Real Property Leases. (b) Section 3.10(b) of Leases are in full force and effect and are enforceable in accordance with their terms with respect to the Seller Disclosure Schedule sets forth a true Target Companies and complete list of all their respective Subsidiaries and, to the real property owned by the Company or its Subsidiaries (such propertiesSellers’ Knowledge, the “Owned Real Property”) and other parties thereto, except to the record owner thereofextent that such enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency or creditors’ rights. Except as set forth in Section 3.10(b6.10(d) of the Seller Disclosure ScheduleSchedules, the Company and its Subsidiaries have good marketable and valid fee simple title to all none of the Owned Target Companies, any of their respective Subsidiaries or, to the Sellers’ Knowledge, any other party thereto, is in material breach of or material default under, and to the Sellers’ Knowledge, no event has occurred that, with or without notice or lapse of time, or both would constitute a material breach of or material default under, or give rise to a right of termination, cancellation or acceleration of any material obligation under any Real Property free Lease. None of the Target Companies nor any of their respective Subsidiaries has received any written or, to the Sellers’ Knowledge, oral notice of any party to terminate any Real Property Lease. (e) The Target Companies and clear their respective Subsidiaries are currently in possession of all Liensthe Leased Real Property in which they have an interest or use right, other than Permitted Liens. Neither the and no Target Company nor or any of its Subsidiaries is obligated or bound by any optionshas subleased, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licensesassigned, or other agreements granting otherwise granted to any Person the right of to use or occupancy occupy such Leased Real Property or any portion thereof. There are no contractual or legal restrictions that preclude or restrict the ability of any portion Target Company or any of its Subsidiaries to use any Leased Real Property for the current use of such real property. To the Sellers’ Knowledge, there are no material defects or material adverse physical conditions affecting the Leased Real Property. Since the Reference Date, the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property has not been disturbed. (except under the f) Each parcel of Leased Real Property Leases abuts on and Permitted Liens)has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Leased Real Property. (g) To the Sellers’ Knowledge, there is no pending or threatened zoning application or proceeding or condemnation, eminent domain, or taking Proceeding with respect to any of the Leased Real Property or the improvements located thereon.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the All real property owned by the Company or any of its Subsidiaries (such propertiescollectively, the “Owned Real Property”) and the record owner thereofthereof is disclosed in Section 4.17(a) of the Company Disclosure Letter. Except as set forth in Section 3.10(b4.17(a) of the Seller Company Disclosure ScheduleLetter, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell sell, lease or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the The Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed prior to the date hereof. (b) All real property leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant, licensee or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”) is disclosed in Section 4.17(b) of the Company Disclosure Letter. Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of each lease, license, sublease or similar occupancy agreement including all amendments, modifications and guarantees thereto (each, a “Lease”) under which the Company or its Subsidiary prior is lessee, sublessee or licensee of, or holds, uses or operates, any Leased Real Property. The Company or its Subsidiary, as applicable, has the right to use all of the date Leased Real Property for the full term of this Agreementeach such Lease (and any renewal options) relating thereto. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Leases. (c) Neither the whole nor any part of the The Company or its Subsidiaries have good, marketable fee simple title to all Owned Real Property and valid leasehold, subleasehold or license interests or occupancy rights in all Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any other party to a Lease or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is subject in default under such Lease. (e) With respect to the Real Property, neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to their Knowledge, is any such proceeding, action or agreement pending or threatened) with respect to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge portion of the CompanyReal Property. The use and occupancy of the Real Property by the Company or its Subsidiary, no such condemnation or other taking as applicable, and the conduct of the Business thereon as presently conducted is threatened or contemplatednot in violation in any material respect any applicable Laws (including zoning Laws) except as would not have a Company Material Adverse Effect. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Leases). All buildings, structures, facilities and improvements located on the Real Property, including buildings, structures, facilities and improvements which are under construction (collectively, “Improvements”) comply in all material respects with valid and current certificates of occupancy or similar Permits to the extent required by Laws for the use thereof, and conform in all material respects with all applicable Laws except as would not have a Company Material Adverse Effect. The Improvements are in all material respects suitable and adequate for continued use in the manner in which they are presently being used. The Company and its Subsidiaries have not granted to a third Person any outstanding option or right of first refusal, or opportunity to purchase, lease, occupy or otherwise acquire the Real Property, or any portion thereof or interest therein. The Company and its Subsidiaries have valid rights of ingress and egress to and from the Real Property Leases and Permitted Liensto the public street systems for all usual street and road purposes. The utility services and infrastructure currently available to or located as the Real Property are adequate for the operation of the Business as currently conducted at the Real Property. The Real Property constitutes all of the real property used in the Business. True and complete copies of the most recent title policies or commitments (and underlying documents), surveys, appraisals, zoning reports, and subordination, non-disturbance and attornment agreements currently in the possession, control or custody of the Company or any of its Subsidiaries with respect to the Real Property have been made available to Parent.

Real Property. (ai) Section 3.10(a)(iSchedule 3(s)(i) of the Seller Disclosure Schedule includes sets forth a true, correct complete and complete accurate list of all real property owned in fee (or the equivalent interest in the applicable jurisdiction) by the Company and its Subsidiaries (the "Owned Real Property"). Each of the Company and its Subsidiaries has good, valid and marketable title in fee simple to the Owned Real Property and to all personal property owned by it which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all liens, encumbrances and defects except for Permitted Liens. (ii) Schedule 3(s)(ii) sets forth a complete and accurate list of all leases, subleases, licenses or licenses, occupancy and other occupancy agreements used by (including all amendments, modifications and supplements thereof and assignments and subleases thereof) (the "Company Leases"; and each, a "Company Lease") under which the Company or its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to which use or occupy, now or in the future, any of them is a party as lessee, sublessee, licensee or occupant real property (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “"Leased Real Property”", and together with the Owned Real Property, collectively, the "Real Property"). The Each of the Company or and its Subsidiaries, as applicable, have Subsidiaries has a valid and enforceable leasehold interest estate in all of the Leased Real Property free and clear of all liens, encumbrances and defects except for Permitted Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (Aii) no default or breach by the Company or its Subsidiaries, or, nor any event with respect to the Knowledge Company or its Subsidiaries that with notice or the passage of time would result in a default or breach, has occurred under any Company Lease, nor does the Company or its Subsidiaries have knowledge of the Companyexistence of, the lessorany default, exists event or circumstance that, with notice or lapse of time, or both, would constitute a default by any other contracting parties under any such Leased Real Property. (iii) None of the Company or its Subsidiaries has granted or entered into any sublease, license, option, right of first refusal or other contractual right or similar agreement to purchase, assign or dispose of the Real Property Leases and (B) each or to allow or grant to any third party the right to use or occupy the Real Property. None of the Company or its Subsidiaries has received any written notice of assessments for public improvements against the Real Property Lease is legalor written notice or law, valid and binding onrule, and enforceable againstregulation, order, judgment or decree by any governmental authority, insurance company or board of fire underwriters or other body exercising similar functions that relates to violations of building, safety or fire ordinances or regulations that would have, or would reasonably be expected to have, a Material Adverse Effect on the value of such Real Property or its use in connection with the business of the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (ai) Section 3.10(a)(iSchedule 3(s)(i) of the Seller Disclosure Schedule includes sets forth a true, correct complete and complete accurate list of all real property owned in fee (or the equivalent interest in the applicable jurisdiction) by the Company and its Subsidiaries (the “Owned Real Property”). Each of the Company and its Subsidiaries has good, valid and marketable title in fee simple to the Owned Real Property and to all personal property owned by it which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all liens, encumbrances and defects except for Permitted Liens. (ii) Schedule 3(s)(ii) sets forth a complete and accurate list of all leases, subleases, licenses or licenses, occupancy and other occupancy agreements used by (including all amendments, modifications and supplements thereof and assignments and subleases thereof) (the “Company Leases”; and each, a “Company Lease”) under which the Company or its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to which use or occupy, now or in the future, any of them is a party as lessee, sublessee, licensee or occupant real property (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”, and together with the Owned Real Property, collectively, the “Real Property”). The Each of the Company or and its Subsidiaries, as applicable, have Subsidiaries has a valid and enforceable leasehold interest estate in all of the Leased Real Property free and clear of all liens, encumbrances and defects except for Permitted Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (Aii) no default or breach by the Company or its Subsidiaries, or, nor any event with respect to the Knowledge Company or its Subsidiaries that with notice or the passage of time would result in a default or breach, has occurred under any Company Lease, nor does the Company or its Subsidiaries have knowledge of the Companyexistence of, the lessorany default, exists event or circumstance that, with notice or lapse of time, or both, would constitute a default by any other contracting parties under any such Leased Real Property. (iii) None of the Company or its Subsidiaries has granted or entered into any sublease, license, option, right of first refusal or other contractual right or similar agreement to purchase, assign or dispose of the Real Property Leases and (B) each or to allow or grant to any third party the right to use or occupy the Real Property. None of the Company or its Subsidiaries has received any written notice of assessments for public improvements against the Real Property Lease is legalor written notice or law, valid and binding onrule, and enforceable againstregulation, order, judgment or decree by any governmental authority, insurance company or board of fire underwriters or other body exercising similar functions that relates to violations of building, safety or fire ordinances or regulations that would have, or would reasonably be expected to have, a Material Adverse Effect on the value of such Real Property or its use in connection with the business of the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(iSchedule 3.16(a) of the Seller Disclosure Schedule includes sets forth a true, correct and complete list of all real property leasesowned by the Company or a Company Subsidiary (individually, an “Owned Property”). All of the Real Property is used in the conduct of the business of either the Company or a Company Subsidiary. Schedule 3.16(a) also sets forth a complete list of all real property leased, occupied or subleased (as lessee or sublessee) by the Company or a Company Subsidiary (individually, a “Leased Property” and, together with the Owned Property, the “Real Property”), and identifies all of the lease and sublease agreements, as amended to date, relating to the Leased Property (the “Leases”). In the event that any of the Leases is a sublease, the relevant Company or Company Subsidiary, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and (i) such prime lease is in full force and effect, (ii) there are no outstanding uncured notices of default or termination, and (iii) no right of such Company or Company Subsidiary in any such sublease conflicts with such prime lease. To the Knowledge of the Company, there are no subleases, licenses or other Contracts granting to any Person other than the relevant Company or Company Subsidiary any right to the possession, use, occupancy agreements or enjoyment of the premises demised by the Leases. (b) The Company or a Company Subsidiary, as applicable, has good and marketable fee simple title to all Owned Property and good and valid title to the leasehold estates in all Leased Property and to all buildings and improvements thereon, free and clear of any Liens, except for Permitted Liens. The Company or a Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Real Property. Except as set forth in Schedule 3,16(b), no Person other than the Company or a Company Subsidiary has any right to use or occupy any part of the Real Property. The Real Property is the only land and buildings owned, used or occupied by the Company or its Subsidiaries any Company Subsidiary and neither the Company nor any Company Subsidiary has any right of ownership, right to use, option, right of first refusal or contractual obligation to which purchase, or any other legal or equitable right, estate, or interest in, or affecting, any land or buildings other than the Real Property. (c) To the Knowledge of them is the Company, there are no defects in the condition of the improvements on the Real Property that have a party as lesseematerial effect on the business of the Company or any Company Subsidiary. (d) The Company and each Company Subsidiary has obtained all material permits, sublesseelicenses, licensee or occupant franchises, approvals and authorizations (collectively, the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real PropertyPermits”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by which the Company or its Subsidiariesrespective Company Subsidiary is required to obtain from all Governmental Authorities having jurisdiction over any of the premises comprising Real Property, orand all such Real Property Permits are in full force and effect. Since January 1, 2007, neither the Company nor any Company Subsidiary has received any notice from any Governmental Authority having jurisdiction over any premises comprising Real Property threatening a suspension, revocation, modification or cancellation of any material Real Property Permit, and to the Knowledge of the Company, the lessor, there exists under any no violation of a material Real Property Leases and Permit. (Be) each Real Property Lease is legal, valid and binding onNeither the Company nor any Company Subsidiary has received any written notice of, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor any oral notice, of any currently pending or other party thereto, in accordance threatened condemnation or eminent domain proceeding with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating respect to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the premises comprising Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, thereof and, to the Knowledge of the Company, no such condemnation condemnations or other taking proceedings have been proposed. (f) Except as set forth on Schedule 3.16(f) or in the Leases, neither the Company nor any Company Subsidiary nor any Person that is threatened or contemplated. There has at any time been a Subsidiary of the Company or any Company Subsidiary has given any guaranty or indemnity for any liability relating to any real property owned, leased or used by any Person. (g) Except as set forth on Schedule 3.16(g), there are no leasesunderground or above ground storage tanks, subleasesactive or abandoned on the Owned Real Property or, licenses, or other agreements granting to any Person the right of use or occupancy of any portion Knowledge of the Company, the Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Set forth on Section 3.10(a)(i4.15(a)(i) of the Seller Disclosure Schedule includes is a truedescription of all of the real property which are owned in fee simple by the Business Subsidiaries (together with all of the Business Subsidiaries’ rights, correct title and complete interest to all water, mineral, oil, gas and similar rights, all development rights, all appurtenances, and all buildings, structures, facilities, fixtures, and other property attached to such real property and other improvements thereto, if any, and with the Asset Seller Real Property is hereinafter, collectively, the “Business Real Property”). Set forth on Section 4.15(a)(ii) of the Disclosure Schedule is a list of all real property leases, subleases, licenses or and other occupancy agreements (including all modifications, extensions and amendments thereto) of real property where a Business Subsidiary is the lessor or sublessor or where a Business Subsidiary is the lessee, sublessee or occupant, together with any options to purchase the underlying property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits deposits and profits appurtenant to or relevant to such leases, subleases, licenses and other occupancy agreements, if any (leases, subleases, licenses and other occupancy agreements together with the Asset Sellers’ Real Property Leases are hereinafter collectively the “Business Real Property Leases”. Set forth on Sections 2.01(a)(ii)(A) and (B) of the Disclosure Schedule is a list of Asset Sellers’ Real Property Leases. Except as set forth on Section 4.15(a)(iii) of the Disclosure Schedule, the Business Real Property is the only real property owned by any Business Subsidiary or owned by any Asset Seller and used exclusively for the conduct of the Business. Except as set forth on Section 4.15(a)(iv) of the Disclosure Schedule, the real property demised by the Business Real Property Leases is the only real property leased by any Business Subsidiary, or leased by any Asset Seller and used exclusively for the conduct of the Business. The Business Real Property and the real property demised by the Business Real Property Leases constitute all of the real estate used by the Company Business Subsidiaries and the Asset Sellers exclusively for the conduct of the Business. (b) Except as set forth on Sections 2.01(a)(i), 2.01(a)(ii), 4.15(a)(ii) or its 4.15(b)(i) of the Disclosure Schedule, the Business Subsidiaries or the Asset Sellers, as the case may be, have good and marketable fee simple title to which any and are in sole possession of them is a party as lesseethe Business Real Property, sublessee, licensee or occupant (the “and in each case such Business Real Property Leases,” and the properties leasedis, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, except as applicable, have a valid leasehold interest listed in all Section 4.15(b)(i) of the Leased Real Property Disclosure Schedule, free and clear of all Liens, Liens other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b4.15(b)(ii) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all none of the Owned Business Real Property free and clear is leased or licensed. To the Knowledge of all LiensSeller, other than Permitted Liens. Neither none of the Company nor any of its Subsidiaries is obligated Business Real Property, or bound the real property demised by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Business Real Property that are required to be performed by Leases, or the Company use thereof, contravenes or a Subsidiary violates any building, zoning, administrative, occupational safety and health or other applicable Law in any material respect (whether or not permitted on the basis of prior to the date of this Agreementnonconforming use, waiver or variance). (c) Neither Subject to the whole nor any part terms of their respective Business Real Property Lease, the Business Subsidiaries or the Asset Sellers, as the case may be, have a valid and subsisting leasehold estate or occupancy agreement as disclosed in Section 4.15(a)(ii) of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental AuthorityDisclosure Schedule in, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person and the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)to quiet enjoyment of, each 1- NY/2171027.

Real Property. (a) Section 3.10(a)(i3.18(a) of the Seller Company Disclosure Schedule includes a true, correct and complete list Letter sets forth the address of all each parcel of real property leases, subleases, licenses or other occupancy agreements used owned by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Owned Real Property”). The With respect to each parcel of Owned Real Property: (i) the Company or one of its SubsidiariesSubsidiaries has good, as applicablevalid and marketable fee simple title, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than except Permitted Liens; (ii) except for Permitted Liens or as set forth on Section 3.18(a) of the Company Disclosure Letter, neither the Company nor any of the Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (b) Section 3.18(b) of the Company Disclosure Letter sets forth (whether as lessee or lessor) a list of all leases, including all amendments, modifications, extensions and guaranties relating thereto, of real property (the “Leased Real Property”, together with the Owned Real Property, the “Real Property”) to which the Company or any Subsidiary is a party or by which it is bound, in each case as of the date hereof (each a “Real Property Lease,” and collectively the “Real Property Leases”) and the address of each Leased Real Property. The Company or one of its Subsidiaries has good and valid leasehold title in the Leased Real Property, free and clear of all Liens, except for Permitted Liens. The Company has made available to Parent complete and correct copies of all real Property Leases. Except as would not be material to the Company and its Subsidiariesset forth on Section 3.18(b), taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, on the Company or its Subsidiaries, as applicable, a Subsidiary and, to the Knowledge of the Company, on the other parties thereto and against the lessor or other party thereto, is in accordance with its terms, subject to bankruptcy, insolvency, reorganization full force and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofeffect. Except as set forth in on Section 3.10(b3.18(b) of the Seller Company Disclosure ScheduleLetter, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation each of the other parties thereto has performed in all material respects all material obligations required to be performed by it under each Real Property Lease. Since January 1, 2016, neither the Company nor any Subsidiary has received written notice of any default under any Real Property Lease. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any other party to any Real Property Lease, is in violation or other taking is threatened or contemplated. There are no leases, subleases, licensesbreach of, or other agreements granting to default under, any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)Lease in any material respect.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a trueThe Company and each Company Subsidiary have good and marketable title to their real properties, correct including any leaseholds and complete list of all real property ground leases, subleasesand their other assets and properties, licenses or other occupancy agreements used all as reflected as owned by the Company or its Subsidiaries or any Company Subsidiary in the Company Financial Statements dated as of September 30, 2002 except for (i) assets and properties disposed of since such date in the ordinary course of business and (ii) such liens, claims, mortgages, security interests, leases, agreements and tenancies, licenses, options, options to which any purchase, covenants, conditions, restrictions, rights of them is a party way, easements, judgments, and other matters affecting the real properties as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material set forth on Schedule 3.25(a) to the Company Disclosure Schedule. All buildings, structures, fixtures and its Subsidiaries, taken as a whole, appurtenances comprising part of the real properties of the Company or any Company Subsidiary (A) no default whether owned or leased by the Company or any Company Subsidiary) are in good operating condition and have been well maintained, reasonable wear and tear excepted. Title to all real property listed as being owned by the Company or any Company Subsidiary on the Company Disclosure Schedule is held as disclosed on Schedule 3.25 to the Company Disclosure Schedule. The Company and each Company Subsidiary have title or other rights to its Subsidiariesassets sufficient in all material respects for the conduct of their respective businesses as presently conducted, orand except as set forth on Schedule 3.25(a) to the Company Disclosure Schedule such assets are free, clear and discharged of, and from any and all liens, charges, encumbrances and security interests. Set forth on Schedule 3.25(a) to the Company Disclosure Schedule is evidence of title to all real property owned by the Company or the Bank and used for banking operations. Except as set forth on Schedule 3.25(a) to the Company Disclosure Schedule, to the Company's Knowledge, the Company's title to such properties are not subject to any exceptions. (b) Except as set forth on Schedule 3.25(b) to the Company Disclosure Schedule, all leases pursuant to which the Company or any Company Subsidiary, as lessee, leases real or personal property are, to the Knowledge of the Company, the lessorvalid, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding oneffective, and enforceable againstagainst the lessor in accordance with their respective terms. There is not under any of such leases any existing default, or any event which with notice or lapse of time or both would constitute a default, with respect to either the Company or its Subsidiariesany Company Subsidiary, as applicable, and, or to the Knowledge of the Company, on the other party. None of such leases contains a prohibition against assignment by the Company or any Company Subsidiary, by operation of law or otherwise, or any other provision which would preclude the Company or any Company Subsidiary from possessing and against using the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization leased premises for the same purposes and upon the same rental and other Laws terms upon the consummation of general applicability relating the Merger as are applicable to the possession and use by the Company or affecting creditors’ rights and to general equity principlesany Company Subsidiary as of the date of this Agreement. Neither the Company nor any of its Subsidiaries Company Subsidiary has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth made a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit assignment for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy collateral purposes of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)such lease.

Real Property. (a) Section 3.10(a)(i4.13(a) of the Seller Disclosure Schedule includes a true, correct and complete list lists all of all the real property leasesand interests therein owned by any Company (with all easements and other rights appurtenant to such property, subleasesthe “Owned Real Property”) and, licenses relative to each such property or other occupancy agreements interest, the Company that owns it. The Companies have good and marketable fee simple title to the Owned Real Property, free and clear of any Encumbrances, except Permitted Encumbrances. No Company is a lessor of any parcel of Owned Real Property or any portion thereof or interest therein. (b) Section 4.13(b) of the Disclosure Schedule lists all of the real property and interests therein leased, subleased or otherwise occupied or used by the any Company or its Subsidiaries or (with all easements and other rights appurtenant to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundersuch property, the “Leased Real Property”). The For each item of Leased Real Property, Section 4.13(b) of the Disclosure Schedule also lists the lessor, the lessee, and the lease, sublease, or other Contract pursuant to which the applicable Company or its Subsidiaries, as applicable, have holds a valid leasehold possessory interest in all of the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). With respect to each item of Leased Real Property, the leasehold interest of the applicable Company is free and clear of all Liensany Encumbrances, other than except Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofEncumbrances. Except as set forth in on Section 3.10(b4.13(b) of the Seller Disclosure Schedule, the no Company and its Subsidiaries have good marketable and valid fee simple title to all is a sublessor of, or has assigned any lease covering, any item of the Owned Leased Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real propertyProperty. Except as would not be material set forth on Section 4.13(b) of the Disclosure Schedule, leasing commissions or other brokerage fees due from or payable by any Company with respect to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries any Lease have fulfilled and performed been paid in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementfull. (c) Neither The Owned Leased Property and the whole nor any part Leased Real Property (collectively, the “Real Property”) constitute all interests of the Owned Companies in real property currently used in connection with the Business. The Real Property is not subject to any pending suit for condemnation rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use, occupancy, value or marketability of title to the Real Property and (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item: All buildings, plants, structures and other taking improvements owned or used by any Governmental Authority, and, to Company lie wholly within the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion boundaries of the Real Property (except under and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. The Real Property complies in all material respects with all Laws, including zoning requirements, the Companies have received and there remains in place a valid certificate of occupancy or the equivalent by the applicable Governmental Bodies having jurisdiction thereof authorizing the Companies’ use and occupancy, and no Company has received any written notifications from any Governmental Body or insurance company recommending improvements to the Real Property Leases and Permitted Liens)or any other actions relative to the Real Property. No Company is a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from any Company of any real estate interest not currently in possession of any Company.

Real Property. (a) Section 3.10(a)(i4.13(a) of the Seller Disclosure Schedule includes sets forth a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the each Acquired Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner street address thereof. Except as set forth in Section 3.10(b) Seller has Made Available true and complete copies of the Seller deeds or other instruments (as recorded) by which such Acquired Company acquired the Owned Real Property and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of such Acquired Company, if any, relating to such Owned Real Property (the “Owned Real Property Disclosure Schedule, the Documents”). With respect to each parcel of Owned Real Property: (i) such Acquired Company has good and its Subsidiaries have good marketable and valid fee simple title to all such parcel of Owned Real Property and, except as set forth on Section 4.13(a)(i) of the Disclosure Schedule, there are no Liens on the Owned Real Property free and clear of all Liens, other than except for Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement.; (cii) Neither the whole nor any part except as set forth on Section 4.13(a)(ii) of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental AuthorityDisclosure Schedule, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There there are no leases, subleases, licenses, concessions, or other agreements granting to any Person party or parties the right of use or occupancy of any portion of such parcel of Owned Real Property; and (iii) except as set forth on Section 4.13(a)(iii) of the Disclosure Schedule, there are no outstanding options or rights of first refusal to purchase such parcel of Owned Real Property or any portion thereof or interest therein. (b) Section 4.13(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property and the name, parties, dates and all amendments to each Lease (as defined below) related thereto. All written leases, subleases, concession agreements or other use or occupancy agreements pursuant to which an Acquired Company leases, subleases or otherwise obtains occupancy rights from any other party to such Leased Real Property, including all amendments, renewals, extensions, modifications, supplements, guaranties or related documents to any of the foregoing or substitutions for any of the foregoing (collectively, the “Leases”), are valid and in full force and effect. Seller has Made Available true and complete copies of all of the Leases, each of which is a valid and binding obligation of the applicable Acquired Company, enforceable in accordance with its terms and, to the Companies’ Knowledge, enforceable in accordance with its terms against the applicable counterparty thereto (in each case, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, and (ii) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of injunctive relief and other equitable remedies). No Acquired Company is in default or breach (and has not taken or failed to take any action which, with or without the lapse of time or the giving of notice, or both, would constitute a default or breach) in any material respect under any Lease and no Acquired Company has received any written notice pursuant to which any party to any of the Leases declared a default thereunder that remains uncured as of the date of this Agreement. The leasehold interest granted to such Acquired Company under each such Lease is free of all Liens other than Permitted Liens. (c) The Real Property comprises all the real property currently used in the Business. (d) No Acquired Company has received written notice that any of the Real Property (except under or any portion thereof or interest therein is subject to any Order to be sold or is being condemned, expropriated, or otherwise taken by any public authority with or without payment of compensation therefor and, to the Companies’ Knowledge, no such condemnation, expropriation, or taking has been proposed or is contemplated. No Acquired Company has received written notice that the current use and occupancy of any of the Real Property Leases violates in any material respect any easement, covenant, condition, restriction, or similar provision in any instrument of record or other unrecorded agreement affecting such Real Property. (e) There are no currently existing delinquencies with respect to Taxes pertaining to the Owned Real Property. No Acquired Company has received any written notice of proposed local improvement charges or special levies of a material nature with respect to any of the Real Property. (f) Except as set forth on Section 4.14(f) of the Disclosure Schedule, (i) no third party is in possession of the Owned Real Property and (ii) except for any rights in favor of the applicable Company that is the lessee thereof, none of the Leased Real Property is subject to any lease, sublease, license, concession, option to purchase, purchase agreement, or grant to any Person (other than another Acquired Company) of any right relating to the use, occupancy, or enjoyment of such property or any portion thereof. (g) Except for Permitted Liens)Liens and, with respect to the Leased Real Property, the terms and conditions of the applicable Lease, the Real Property is not subject to any use restrictions, exceptions, reservations, or limitation which materially interfere with or impair the present and continued use thereof as currently used by any of the Acquired Companies in the conduct of the Business. (h) The Real Property has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting such Real Property, and access to such Real Property or such easement area, as applicable, is provided by a paved public right-of-way. (i) All necessary utilities are currently available to the Real Property in sufficient size and capacity to adequately serve the continued use thereof as currently used by the Acquired Companies in the conduct of the Business. (j) The conduct of the Business on the Real Property does not violate any zoning or other land use Laws regulating the use or occupancy of any Real Property which are imposed by any Governmental Entity having jurisdiction over such Real Property, and no Acquired Company has received any written notice of any pending amendments to any applicable zoning ordinance that are likely to curtail or to interfere with such conduct of the Business. (k) Except as set forth on Section 4.13(k) of the Disclosure Schedule, all such buildings, structures, improvements, fixtures, and appurtenances are in good condition and repair, subject to normal wear and tear. (l) The conduct of the Business on the Real Property is in full compliance with applicable Laws. (m) All Material Permits necessary for the conduct of the Business and occupancy and use of the Real Property have been obtained and are in full force and effect. (n) Ozark Indiana is in full compliance with all requirements and restrictions set forth in that certain Environmental Restrictive Covenant dated December 9, 2019.

Real Property. (a) Section 3.10(a)(iNeither the Company nor any of its Subsidiaries currently owns or has ever owned any land or other real property. (b) [Reserved]; (c) Schedule 4.19(c) contains a complete and accurate list by property, city, state and country, of all land and real property leasehold or subleasehold estates and other rights to use or occupy any interest in land or real property held by the Company or any of its Subsidiaries as of the Seller Disclosure Schedule includes a true, correct and complete list date of all real property leases, subleases, licenses or other occupancy agreements this Agreement (the “Leased Company Properties”). The Leased Company Properties are the only properties used by the Company or any of its Subsidiaries in, or otherwise related to, the Company Retained Business as of the date of this Agreement, and subject to any permitted action pursuant to Section 6.01, as of the Closing Date. The Company or any of its Subsidiaries have legal, valid, good and marketable title to the Leased Company Properties. The Company or any of its Subsidiaries are the sole legal and beneficial owner of (or is solely legally and beneficially entitled to) a leasehold interest in, or a right to use or occupy, the Leased Company Properties. Except as set forth on Schedule 4.18(c), neither the Company nor its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy any Leased Company Properties or any portion thereof. (d) Schedule 4.19(d) contains a complete and accurate list and description of all leases, subleases, licenses, concessions, and other Contracts, agreements and leasehold or land use arrangements and all related supplemental or ancillary documents pursuant to which the Company or any of them is its Subsidiaries leases, licenses, subleases or otherwise occupies any Leased Company Property on the date hereof, except for any leases or licenses which arrange for a party as lessee, sublessee, licensee or occupant temporary occupancy arrangement of less than six months (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereundercollectively, the “Leased Real PropertyLease Documents”). The Company has delivered to Acquiror a true and complete copy of each such Lease Document. Neither the Company nor its Subsidiaries nor, to the Knowledge of the Company, any other party to any Lease Document is in material breach or material default under such Lease Document, nor has any event occurred which with notice or the passage of time or both would constitute a breach or default under any Lease Document. (e) To the Knowledge of the Company, each Lease Document is a written agreement in full force and effect, is valid, binding and enforceable, subject to proper authorization and execution of each Lease Document by the other parties thereto. The Company and its SubsidiariesSubsidiaries have paid the rent and all other sums that are due and payable under such Lease Documents and there are no material arrears nor any sums which have been waived, as applicabledeferred or accelerated, and no rent reviews are outstanding, in progress nor have a valid leasehold interest been deferred. All consents, permits and approvals required for the grant of each Lease Document have been obtained and complied with in all material respects. (f) To the Knowledge of the Company, there exists no restrictions, covenants or encumbrances which prevent any of the Leased Real Property free Company Properties from being used now or in the future for their current use and clear at materially the same cost as at present or would prevent or require consent from a third party as a result of all Liens, other than Permitted Liens. Except as the transactions contemplated by this Agreement or would not be material and adverse to the Company and its Subsidiaries, taken as a whole, except as set forth on Schedule 4.19(f). (Ag) There are no default by outstanding options, rights of first offer or rights of first refusal to purchase any Leased Company Properties or any portion thereof or interest therein (which are binding on or in favor of the Company or a Subsidiary). There are no Contracts relating to the right to receive any portion of the income or profits from the sale, operation or development of any Leased Company Properties or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any land or real property or interest therein, nor is in the process of negotiating any such agreement or option to purchase as at the date of this Agreement. (h) To the Knowledge of the Company, as of the date hereof, each Leased Company Property and any structures built on them comply with all applicable Laws, the current use of each Leased Company Property is the lawful use, no Leased Company Property is subject to any restrictions relating to flood zoning limiting its use in any material respect, and there are no material outstanding or threatened disputes, actions, claims, demands, adverse notices or complaints to which the Company or its SubsidiariesSubsidiaries has received notice or is a party in respect of any of the Leased Company Properties. (i) As of the date hereof, there are no pending, or, to the Knowledge of the Company, threatened, material appropriation, condemnation, eminent domain, compulsory purchase or like proceedings relating to the lessorwhole or any part of any Leased Company Properties. (j) Each Leased Company Property is adequately served by permanent drainage, exists under any Real Property Leases sewage, water, electricity and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, gas services and, to the Knowledge of the Company, on there is no imminent or likely interruption of the passage or provision of such services; and against the lessor or other party thereto, in accordance with its terms, principle means of access to each Leased Company Property is over a publicly maintained highway and no means of access is subject to bankruptcy, insolvency, reorganization and rights of determination by any other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leasesparty. (bk) Section 3.10(b) No material item of the Seller Disclosure Schedule sets forth a true and complete list expenditure in respect of all the real property owned works carried out at any Leased Company Properties by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereofis outstanding. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to To the Knowledge of the Company, no such condemnation material item of expenditure is expected to be incurred within the next 24 months in relation to the Leased Company Properties by the Company or other taking is threatened or contemplated. There are no leasesits Subsidiaries, subleases, licenses, or other agreements granting to any Person nor by the right of use or occupancy landlord of any portion Leased Company Properties which is recoverable from or payable by, in whole or part, the Company or its Subsidiaries. Neither the Company nor any Subsidiaries have, in the past 12 months, received an adverse report in connection with the state and condition of any Leased Company Property. (l) To the Knowledge of the Real Company, for so long as the Leased Company Properties have been occupied or used by the Company or its Subsidiaries, none of the Leased Company Properties have suffered from flooding, subsidence, heave, landslip, mining activities, infestation or major defects in drains and services serving Leased Company Properties, and no casualty event has occurred with respect to the Leased Company Property that has not been fully remedied. (except under m) Neither the Real Property Leases and Permitted Liens)Company nor any Subsidiaries have any actual or contingent liability in respect of previously owned, leased, licensed, used or occupied land or buildings.

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries owns any real property. Section 3.20(a) of the Company Disclosure Schedule sets forth a complete and correct list of each Material Lease and of each Material Leased Real Property. The Company has assignedmade available to Parent a correct and complete copy of each Material Lease, transferred including all amendments thereto. Except as would not, individually or pledged any in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or its Subsidiaries have a valid and enforceable leasehold interest in all the Material Leased Real Property (including all buildings, fixtures, appurtenances and other improvements thereto) leased by them. None of the Company’s or its Subsidiaries’ leasehold interest in any of the Real Property Leasessuch property is subject to any Lien, except for Permitted Liens. (b) Section 3.10(bExcept as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Lease is in full force and effect and is, subject to the Enforceability Exceptions, a valid and binding obligation of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries applicable Subsidiaries, and to the Knowledge of the Company, of each other party thereto, and (ii) as of the date of this Agreement, no material breach or default on the part of the Company or any such propertiesSubsidiary of the Company, or on the “Owned Real Property”) and the record owner thereofpart of any other party thereto, exists under any Material Lease. Except as set forth in on Section 3.10(b3.20(b) of the Seller Company Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither neither the Company nor any of its Subsidiaries is obligated has leased, subleased or bound otherwise granted to any Person the right to use or occupy all or any material portion of the Material Leased Real Property. (c) The Material Leased Real Property constitutes all of the material real property owned or leased by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to . To the Knowledge of the Company, there is no such condemnation pending or threatened appropriation, condemnation, eminent domain or like action, or sale or other taking is threatened or contemplated. There are no leasesdisposition in lieu of condemnation, subleases, licenses, or other agreements granting to any Person affecting the right of use or occupancy of any portion of the Material Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(i3.9(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct list as of the date of this Agreement that is complete and complete list accurate of all real property leasesleased, subleases, licenses subleased or other occupancy agreements used similarly occupied by the Company or any of its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Company Leased Real Property”). The Company or one of its Subsidiaries, as applicable, have a Subsidiaries has good and valid leasehold interest in all of material respects in the leasehold estate for each Company Leased Real Property Property, free and clear of all Liens, any Liens (other than Permitted Liens. Except as , Liens arising in the Ordinary Course of Business, Liens arising under the Regal Credit Facility and Liens, that, individually or in the aggregate, would not be material to the Company and its Subsidiaries, Subsidiaries taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof). Except as set forth in Section 3.10(b3.9(a) of the Seller Company Disclosure Schedule, (i) each Company Lease is in full force and effect and is binding and enforceable against the Company and or one of its Subsidiaries and, to the Company’s Knowledge, the other parties thereto in accordance with its terms, except that such enforcement may be subject to the Bankruptcy and Equity Exception and except as would not be reasonably be expected to have good a Company Material Adverse Effect, and (ii) there is no default under any Company Lease either by the Company or its Subsidiaries or, to the Company’s Knowledge, by any other party thereto, and no event, development, circumstance or change has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company or the Subsidiaries thereunder except for such defaults, individually or in the aggregate, that are not reasonably expected to have a Company Material Adverse Effect. (b) Section 3.9(b) of the Company Disclosure Schedule sets forth a list as of the date of this Agreement that is complete and accurate of all real property that the Company or any of its Subsidiaries owns (the “Company Owned Property”). Either the Company or one of its wholly-owned Subsidiaries owns valid and marketable and valid title in fee simple to the Company Owned Property, insurable by a recognized national title to all of the Owned Real Property insurance company at standard rates, free and clear of all any Liens, other than Permitted Liens. Neither , Liens arising under the Company nor any Regal Credit Facility, Liens arising under the Ordinary Course of its Subsidiaries is obligated Business or bound by any optionsLiens that, obligations individually or rights of first refusal or contractual rights to sell or acquire any real property. Except as in the aggregate, would not be material to the Company and its Subsidiaries, Subsidiaries taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(i) of the Seller Disclosure Schedule includes a true, correct and complete list of all real property leases, subleases, licenses or other occupancy agreements used by Neither the Company or nor any of its Subsidiaries or to which own any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding onreal property, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principlesthey have never owned any real property. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged (a) currently lease any interest in any real property other than the real property set forth on Section 3.11(b) of the Real Property LeasesDisclosure Schedule or (b) have in the past leased any real property in England or Wales other than the real property set forth on Section 3.11(a) of the Disclosure Schedule. The Company has no obligations of any nature under any lease of real property located in England or Wales other than under the leases set forth on Section 3.11(b) of the Disclosure Schedule. (b) Section 3.10(b) 3.11 of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned and interests in real property leased by the Company or its Subsidiaries a Subsidiary of the Company (such propertiesleased real property, together with, to the extent leased by the Company or a Subsidiary of the Company, all buildings and other structures, facilities or improvements located thereon, all fixtures, systems and equipment of the Company or a Subsidiary of the Company attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing are referred to herein collectively as the “Leased Real Property”). With respect to each Leased Real Property, Section 3.11(b) of the Disclosure Schedule sets forth (i) the street address of such parcel of Leased Real Property, (ii) the date of the lease or sublease agreement with respect to such parcel of Leased Real Property (as the same may have been amended or modified prior to the date hereof, collectively, the “Owned Real PropertyLeases”), and (iii) and the record owner thereofa list of all amendments or modifications to such Leases. Except as set forth in Section 3.10(b3.11(b) of the Seller Disclosure Schedule, (i) the Company or one of its Subsidiaries has a valid leasehold interest in all Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances and (ii) no other Person is in, or actually or conditionally entitled to, possession, occupation, use or control of any Leased Real Property. (c) To the Knowledge of the Company, (i) no parcel of Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor has any such condemnation, expropriation or taking been proposed and (ii) there are no zoning, building code, occupancy restriction or other land-use regulation proceedings or any proposed change in any Applicable Laws, which, in the case of the matters described in clauses (i) or (ii), could materially adversely affect the use or operation of Leased Real Property. (d) To the Knowledge of the Company, (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any Leased Real Property for the purposes for which it is currently being used and (ii) there are no latent defects or adverse physical conditions affecting any Leased Real Property or the improvements thereon. All plants, warehouses, distribution centers, structures and other buildings of the Company and each of its Subsidiaries are adequately maintained consistent with the standards generally followed in the industry and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries have as currently conducted. (e) With respect to all Leased Real Property located in England or Wales: (i) the Company or one of its Subsidiaries has good and marketable and valid fee simple title to such Leased Real Property which is, where required, registered at the Land Registry with title absolute free from any restriction, caution, notice or inhibition and all original deeds and documents necessary to prove such title are in the possession or under the control of the Owned Company or one of its Subsidiaries; (ii) no tenancy of such Leased Real Property free is being continued after the expiration date of the applicable lease pursuant to Part II of the Landlord and clear Tenan▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇therwise and no notices have been served or received pursuant to such Act; (iii) the Company has provided to Parent true and complete copies of: (A) any Permits in respect of all Liens, other than Permitted Liens. Neither such Leased Real Property that authorize the current use of such property and (B) any Statutory Agreement affecting such Leased Real Property; and (iv) neither the Company nor any of its Subsidiaries is obligated or bound by to enter into any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Statutory Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens).

Real Property. (a) Section 3.10(a)(iSchedule 2.10(a) of the Seller Disclosure Schedule includes a true, correct contains an accurate and complete list of all real property leasesFee Property, subleasesand includes the tax parcel numbers, licenses legal descriptions and names of the record title holders thereof. Except as specifically set forth in Schedule 2.10(a), the Seller has not leased any portion of the Fee Property to any Person, and the Seller has not granted any options or other occupancy agreements used by rights (including rights of first offer and rights of first refusal) to purchase or lease any portion of the Company Fee Property. All of the leases with Seller, as landlord or its Subsidiaries or to which any of them is lessor, are listed and described on Schedule 2.10(a) (each, a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,Seller Lease” and the properties leased, subleased, licensed or occupied thereundercollectively, the “Leased Real PropertySeller Leases”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in ) and all of the Leased Real Property free Seller Leases are in full force and clear effect and constitute the legal, valid and binding obligation of the parties thereto and, to the Knowledge of the Seller, are enforceable against the counterparty thereto in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally and general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity. Schedule 2.10(a) lists all of the Seller Leases, including all amendments, modifications and supplements thereto and all estoppel certificates and subordination, non-disturbance and attornment agreements relating thereto, and the Seller has provided the Purchaser with true, complete and correct copies of all Liens, other than Permitted Liensdocuments listed on Schedule 2.10(a). Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) There exists no default by the Company or its Subsidiaries, (or, to the Knowledge of the CompanySeller, event that with notice or lapse of time or both would become a default or event of default) on the lessor, exists part of the Seller under any of the Seller Leases, and to the Knowledge of the Seller, no counterparty to any of the Seller Leases is in default thereunder. (b) Schedule 2.10(b) sets forth all of the Leased Real Property, and the Leased Real Property Leases constitutes all of the real property that the Seller leases or subleases, as tenant or subtenant, that is exclusively used in the Business. Schedule 2.10(b) lists all of the Real Property Leases, including all amendments, modifications and supplements thereto and all estoppel certificates and subordination, non-disturbance and attornment agreements relating thereto, and the Seller has provided the Purchaser with true, complete and correct copies of all documents listed on Schedule 2.10(b). Except as set forth in Schedule 2.10(b), (i) the Seller has a good and valid leasehold interest in the Leased Real Property, free and clear of all Liens other than Permitted Liens, and (Bii) each Real Property Lease is in full force and effect and constitutes the legal, valid and binding on, and enforceable against, obligation of the Company or its Subsidiaries, as applicable, parties thereto and, to the Knowledge of the CompanySeller, on and is enforceable against the lessor or other party thereto, counterparty thereto in accordance with its terms, subject to except as enforceability may be limited by bankruptcy, insolvency, reorganization and reorganizations, moratorium or other Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principlesprinciples of equity, regardless of whether enforceability is considered in a proceeding at law or in equity. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. There exists no default (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part of the Owned Real Property is subject to any pending suit for condemnation or other taking by any Governmental Authority, andor, to the Knowledge of the CompanySeller, event that with notice or lapse of time or both would become a default or event of default) on the part of the Seller under any Real Property Lease, and to the Knowledge of the Seller, no such counterparty to any Real Property Lease is in default under any Real Property Lease. (c) Schedule 2.10(c) lists all of the Scheduled Easements, including all amendments and modifications thereto and assignments thereof, and the Seller has provided the Purchaser with true, complete and correct copies of all documents listed on Schedule 2.10(c). Except as set forth on Schedule 2.10(c), (i) to the Knowledge of the Seller, the Seller has a good and valid easement or right of way interest under each of the Scheduled Easements, free and clear of Liens other than Permitted Liens, (ii) to the Knowledge of the Seller, each of the Scheduled Easements is in full force and effect and constitutes the legal, valid and binding obligation of the parties thereto and is enforceable against the counterparty(ies) thereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally and general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity, and (iii) there exists no breach or default (or, to the Knowledge of the Seller, event that with notice or lapse of time or both would become a breach or default) on the part of Seller under any of the Scheduled Easements, and to the Knowledge of Seller, no counterparty to any of the Scheduled Easements is in breach or default under any of the Scheduled Easements. Seller has received no written notice claiming that Seller does not possess one or more of the Easements. (d) The Seller has received no written notice of any condemnation or other taking eminent domain proceeding that is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting pending with respect to any Person Fee Property, Leased Real Property or Scheduled Easement, and to the right of use or occupancy of any portion Knowledge of the Seller, no condemnation or eminent domain proceeding has been threatened with respect to any Fee Property, Leased Real Property (except under the Real Property Leases and Permitted Liens)or Scheduled Easement.

Real Property. (a) Section 3.10(a)(i) As of the date hereof, the Seller Disclosure Schedule includes a true, correct and complete list of all does not own any real property leases, subleases, licenses or other occupancy agreements used by the Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all respect of the Leased Real Property free ▇▇▇▇▇▇▇ Division, but has the right to purchase the Project (as defined in the Lease and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (ANote Financing Agreement) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in fee simple in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any Section 8.2 of the Real Property LeasesLease and Note Financing Agreement. (b) Section 3.10(b) The only leases of real property in respect of the ▇▇▇▇▇▇▇ Division (the "Leased Real Property") to which the Seller Disclosure Schedule sets forth is a true party on the date hereof are the Lease and complete list Note Financing Agreement and the Warehouse Lease. Each of all the real property owned by Leases attached hereto as Exhibits B-1 and B-2 is the Company entire Lease with respect to the premises described therein and there are no amendments or its Subsidiaries (other modifications of such propertiesLeases. Each Lease is in full force and effect and represents the entire agreement between the respective landlord and the Seller with respect to the use and occupancy of such Leased Real Property. In addition, the “Owned Real Property”Seller has performed each of its obligations under the Leases and has not (i) received any notice of cancellation or termination under any such Lease, (ii) received any notice of a breach or default under such Lease, which breach or default has not been cured, and the record owner thereof. Except (iii) other than as set forth in Section 3.10(b) of the Seller Disclosure Scheduleon Schedule 3.10, the Company and its Subsidiaries have good marketable and valid fee simple title granted to all of the Owned Real Property free and clear of all Liensany other Person any rights, other than Permitted Liens. Neither the Company nor adverse or otherwise, under any of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreementsuch Lease. (c) Neither The original lessee under the whole nor any part Lease and Note Financing Agreement was ▇▇▇▇▇▇ Paper Company, a New Hampshire corporation. All right, title and interest of such lessee in and to the Lease and Note Financing Agreement were assigned to the Seller pursuant to an Assignment of Lease dated as of January 14, 1999. The original owner of the Owned Real Property is subject Note was ▇▇▇▇▇▇ Paper Company, a New Hampshire Corporation. The Note was assigned to the Seller pursuant to an Assignment dated as of January 14, 1999. The original lessee under the Warehouse Lease was ▇▇▇▇▇▇ Paper Company, a Georgia corporation. All right, title and interest of such lessee in and to the Warehouse Lease were assigned to the Seller pursuant to an Assignment and Assumption Agreement and Consent dated as of December 18, 1999. (i) The Seller has received no notice of any pending suit for condemnation or other taking by any Governmental Authority, and, eminent domain proceedings relating to the Knowledge Facility, (ii) to the Seller's Knowledge, there are no such contemplated or threatened proceedings with respect to the Facility, and (iii) the Seller has received no notice of default under, violation of, or breach of any of the Companycovenants, restrictions, rights-of-way, licenses, agreements, or easements affecting title to or relating to use of the Facility which, in the case of clauses (i) through (iii) above, could reasonably be expected to have a Seller Material Adverse Effect. The Seller has received no such condemnation notice of, nor to the Seller's Knowledge is there, any, fence dispute, boundary dispute, boundary line question, water dispute, or other taking is threatened drainage dispute concerning or contemplated. affecting the Facility which could reasonably be expected to have a Seller Material Adverse Effect. (e) There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except defaults under the Real Property Leases and Permitted Liens)Note nor any prepayments or interest owing thereon.

Real Property. (a) Section 3.10(a)(i4.10(a) of the Seller Disclosure Schedule includes a truesets forth, correct and complete list as of all the date of this Agreement, the legal description of each parcel of real property leases, subleases, licenses or other occupancy agreements used owned in fee by Seller that will be owned by the Company or its Subsidiaries or after giving effect to which any of them is a party as lessee, sublessee, licensee or occupant the Pre-Closing Restructuring (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Owned Real Property”). The Company or its Subsidiaries, Except as applicable, have a valid leasehold interest in all set forth on Section 4.10(a)(i) of the Leased Seller Disclosure Schedule, Seller has and, immediately after giving effect to the Pre-Closing Restructuring the Company will have, good, valid and marketable title to the Owned Real Property Property, free and clear of all Liens, whether arising prior to or subsequent to the commencement of the Bankruptcy Cases, other than Permitted Liens. Except True and complete copies of the deeds and other instruments (as would not be material recorded) by which the Seller acquired the Owned Real Property, in each case as amended and in effect on the date of this Agreement, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller, its Affiliates and the Company relating to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Owned Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party theretoProperty, in accordance with its terms, subject each case previously have been made available to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property LeasesPurchaser. (b) Section 3.10(b4.10(b) of the Seller Disclosure Schedule sets forth a true and complete list forth, as of all the date of this Agreement, any Contract that the Company will be party to after giving effect to the Pre-Closing Restructuring pursuant to which Seller leases, licenses, occupies or uses real property owned by in respect of the Company or its Subsidiaries Project (each, a “Lease”; such propertiesreal property being referred to as the “Leased Real Property” and, the Leased Real Property, taken together with the Owned Real Property, the “Owned Real Property”) and the record owner thereof). Except as set forth in on Section 3.10(b4.10(b)(i) of the Seller Disclosure Schedule, prior to the Pre-Closing Restructuring Seller has and immediately after giving effect to the Pre-Closing Restructuring the Company and its Subsidiaries will have good marketable and a valid fee simple title to all of leasehold interest or license in the Owned Leased Real Property Property, as applicable, free and clear of all Liens, whether arising prior to or subsequent to the commencement of the Bankruptcy Cases, other than Permitted Liens. Neither True and complete copies of each Lease previously has been made available to Purchaser. (c) Section 4.10(c) of the Company nor any Seller Disclosure Schedule sets forth, as of its Subsidiaries is obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement, for the Project, any Contract that the Company will be party to after giving effect to the Pre-Closing Restructuring pursuant to which Seller has subleased or otherwise granted any Person the right to use or occupy any Owned Real Property or Leased Real Property or any material portion thereof. (cd) Neither the whole nor any part As of the Owned date of this Agreement, except as set forth on Section 4.10(d) of the Seller Disclosure Schedule, none of the Real Property is subject to any written notice of any pending suit for condemnation or other taking threatened proceeding to condemn or take by power of eminent domain all or any Governmental Authority, and, to the Knowledge part of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion Real Property. (e) No material improvements constituting a part of the Real Property (except under encroach on real property owned or leased by a Person other than the Real Property Leases and Permitted Liens)Company.

Real Property. (ai) Section 3.10(a)(i2.2(m)(i)(A) of the Seller Disclosure Schedule includes a truelists as of April 2, correct and complete list of 2004, all real property leases, subleases, licenses or (other occupancy agreements used than Purchased Assets) owned in fee by the any TDI Company or its Subsidiaries or to which any of them is a party as lessee, sublessee, licensee or occupant TDI Subsidiary (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased Real Property”). The Company or its Subsidiaries, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens, other than Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, (A) no default by the Company or its Subsidiaries, or, to the Knowledge of the Company, the lessor, exists under any Real Property Leases and (B) each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the lessor or other party thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Neither the Company nor any of its Subsidiaries has assigned, transferred or pledged any interest in any of the Real Property Leases. (b) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and Section 2.2(m)(i)(B) of the record owner thereofDisclosure Schedule lists all leased real property (whether by virtue of direct lease, ground lease or sublease but other than real property leased pursuant to a lease that is a Purchased Asset) by any TDI Company or any TDI Subsidiary as lessee (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). Other than properties or leaseholds sold, transferred, leased, subleased, licensed, encumbered or disposed of (x) in the ordinary course of business consistent with past practice between April 2, 2004, and the date of this Agreement and (y) in accordance with Section 4.1(e) between the date of this Agreement and the Closing Date, a TDI Company or a TDI Subsidiary owns and has good and marketable title to the Owned Real Property and title to the lease and the leasehold interests in the Leased Real Property (subject to the terms of the applicable leases, subleases and related instruments governing its interests therein), and, subsequent to the transfers contemplated by Sections 4.23, 4.27 and 4.29, a TDI Company or a TDI Subsidiary will have good and marketable title to the JEC Owned Real Property and the JCP Owned Real Property and title to the lease and the leasehold interests in the JCP Leased Real Property (subject to the terms of the applicable leases, subleases and related instruments governing its interests therein), in each case free and clear of all Liens or Encumbrances other than Liens or Encumbrances listed or described in Section 2.2(m)(i)(C) of the Disclosure Schedule and Permitted Liens. (ii) Except as set forth in Section 3.10(b2.2(m)(ii) of the Seller Disclosure Schedule, as of April 2, 2004, none of the Seller, any TDI Company or any TDI Subsidiary has leased or subleased or granted any interest, option, first refusal or first opportunity right with respect to any parcel or any portion of any parcel of Real Property to any other Person (other than to any other TDI Company or TDI Subsidiary) and its Subsidiaries have good marketable and valid fee simple title no other Person has any rights to all the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement which would materially limit or impair the current use of the Owned Real Property free and clear or, during the current term of all Liensthe applicable lease, other than Permitted Liens. Neither the Leased Real Property, nor has the Seller, any TDI Company nor or any TDI Subsidiary assigned its interest under any lease or sublease listed in Section 2.2(m)(i)(A) or 2.2(m)(i)(B) of its Subsidiaries is obligated or bound by the Disclosure Schedule to any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. third party. (iii) Except as would not be material set forth in Section 2.2(m)(iii) of the Disclosure Schedule, there are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the Company and its Subsidiariesknowledge of the Seller, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon threatened against the Owned Real Property that are required which would reasonably be expected to be performed by have, individually or in the Company or aggregate, a Subsidiary prior to the date of this AgreementMaterial Adverse Effect. (civ) Neither the whole nor any part Except as set forth in Section 2.2(m)(iv) of the Owned Real Property is subject Disclosure Schedule, no TDI Company or TDI Subsidiary, or to the knowledge of the Seller any other party to any pending suit for condemnation lease, ground lease or sublease of the Leased Real Property, is in breach of or default under any lease, ground lease or sublease of the Leased Real Property, other taking than breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (v) Section 2.2(m)(i)(B) of the Disclosure Schedule sets forth the annualized base rent being paid as of April 2, 2004, by the TDI Companies and/or the TDI Subsidiaries pursuant to each lease, ground lease or sublease of the Leased Real Property. (vi) Except as set forth on Section 2.2(m)(vi) of the Disclosure Schedule (A) each lease, ground lease or sublease reflected in Section 2.2(m)(i)(B) of the Disclosure Schedule is legal, valid, binding, enforceable, and in full force and effect and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transaction contemplated hereby, and (B) there are no disputes, oral agreements, or forbearance programs in effect as to any Governmental Authoritylease or sublease reflected in Section 2.2(m)(i)(B) of the Disclosure Schedule, andin each case except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (vii) Section 2.2(m)(vii) of the Disclosure Schedule contains a true and correct electronic copy as of April 2, 2004, of the fields listed therein from the TDI Companies’ and TDI Subsidiaries’ lease management database with respect to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases and Permitted Liens)Property.

Real Property. (a) Section 3.10(a)(i4.16(a) of the Seller Company Disclosure Schedule includes sets forth a true, correct and complete list of all material real property leases, subleases, licenses or other occupancy agreements used owned by the Company or any of its Subsidiaries or to which any as of them is a party as lessee, sublessee, licensee or occupant the date hereof (the “Real Property Leases,” and the properties leased, subleased, licensed or occupied thereunder, the “Leased "Company Owned Real Property”"). The Company or and each of its SubsidiariesSubsidiaries has good and valid title in fee simple to all Company Owned Real Property, as applicable, have a valid leasehold interest in all of the Leased Real Property free and clear of all LiensLiens of any nature whatsoever, other than Permitted Liens. Except except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, or (ii) such imperfections in title and easements and encumbrances, if any, as would are not be material to substantial in character, amount or extent and do not materially detract from the Company and value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company's or any of its Subsidiaries, taken as a whole, ' business operations (A) no default in the manner presently carried on by the Company or its such Subsidiaries). No litigation, orcondemnation, to the Knowledge expropriation, eminent domain or similar Proceeding affecting all or any material portion of any Company Owned Real Property is pending or threatened. (b) Section 4.16(b) of the CompanyCompany Disclosure Schedule sets forth a complete list of all material real property leased by the Company or any of its Subsidiaries as of the date hereof ("Company Material Leased Real Property"). A copy of the lease, the lessorincluding all amendments, exists under any extensions, renewals, guaranties and other agreements for each Company Material Leased Real Property Leases (the "Company Leases") has been delivered or made available to Parent and Merger Sub. With respect to each of the Company Leases: (Bi) each Real Property such Company Lease is legal, valid valid, and binding on, and enforceable against, on the Company or its Subsidiaries, as applicableSubsidiary party thereto, and, to the Knowledge of the Company's Knowledge, on and against the lessor or each other Person party thereto, and is enforceable and in accordance with its termsfull force and effect, subject to except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) the transactions contemplated by this Agreement do not require the consent of any other party to general equity principlessuch Company Lease, will not result in a breach of or default under such Company Lease, or otherwise cause such Company Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company nor any of its Subsidiaries, as the case may be, nor any other party to the Company Lease is in material breach or default under such Company Lease, and no event has occurred or failed to occur 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 Company Lease; (iv) the other party to such Company Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Company Material Leased Real Property or any portion thereof; and (vi) neither the Company nor any of its Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in such Company Lease or any interest therein (c) The Company and each of its Subsidiaries has good and valid leasehold interest to all Company Material Leased Real Property, free and clear of all Liens of any nature whatsoever, except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, (ii) liens in respect of pledges or deposits under workers' compensation laws or similar legislation, or (iii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, and liens, encumbrances and defects in title, that in each case do not materially detract from the value or use of the property subject thereto. (d) The present use of the land, buildings, structures and improvements on the Company Material Leased Real Property are, in all material respects, in conformity with all Laws, including all applicable zoning Laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of material violation thereof. Neither the Company nor any of its Subsidiaries Subsidiaries, as the case may be, has assigned, transferred received any written notice of any material conflict or pledged dispute with any interest in regulatory authority or other Person relating to any of the Company Material Leased Real Property Leasesor the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Company Material Leased Real Property as presently conducted (or as would be conducted at full capacity). (be) Section 3.10(b) of the Seller Disclosure Schedule sets forth a true and complete list of all the real property owned by the Company or its Subsidiaries (such properties, the “Owned Real Property”) and the record owner thereof. Except as set forth in Section 3.10(b) of the Seller Disclosure Schedule, the Company and its Subsidiaries have good marketable and valid fee simple title to all of the Owned Real Property free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries is obligated Subsidiaries, as the case may be, has received any notice from any insurance company of any material defects or bound by any options, obligations or rights of first refusal or contractual rights to sell or acquire any real property. Except as would not be material to inadequacies in the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have fulfilled and performed in all material respects all obligations binding upon the Owned Material Leased Real Property that are required to be performed by the Company or a Subsidiary prior to the date of this Agreement. (c) Neither the whole nor any part thereof, which would materially and adversely affect the insurability of the Owned Real Property is subject same or of any termination or threatened (in writing) termination of any policy of insurance relating to any pending suit for condemnation or other taking by any Governmental Authority, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated. There are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Company Material Leased Real Property (except under the Real Property Leases and Permitted Liens)Property.