Common use of Real Property Clause in Contracts

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) Schedule 4.12 lists all of the real property and interests therein owned by any Company Disclosure Letter sets forth a true(with all easements and other rights appurtenant to such property, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased “Owned Real Property”) and, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining relative to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither property or interest, the Company nor its Subsidiaries that owns any real propertyit. Except as would not be or reasonably be expected to be material set forth on Schedule 4.12(a), the Companies have good and marketable fee simple title to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Owned Real Property, free and clear of all Liensany Encumbrances, except for Permitted LiensEncumbrances. No Company is a lessor of any parcel of Owned Real Property or any portion thereof or interest therein. (iib) The Schedule 4.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by any Company (with all easements and its Subsidiaries have delivered other rights appurtenant to Acquiror truesuch property, correct the “Leased Real Property”). For each item of Leased Real Property, Schedule 4.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and complete copies of all leasesthe lease, lease guaranties, subleases, agreements for the leasing, use or occupancy ofsublease, or otherwise granting other Contract pursuant to which the applicable Company holds a right possessory interest in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including and all amendments, terminations renewals, or extensions thereto (each, a “Lease”). Except as set forth on Schedule 4.12(b), the leasehold interest of a Company with respect to each item of Leased Real Property is free and modifications thereof clear of any Encumbrances, except Permitted Encumbrances. No Company is a sublessor of, or has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by any Company with respect to any Lease have been paid in full. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property LeasesProperty”), and none ) constitute all interests in real property currently used in connection with the businesses of such the Companies. The Real Property Leases has been modified in is not subject to any material respectrights 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 extent that such modifications have been disclosed by the copies delivered to Acquiror. Real Property, (ii) as set forth in Schedule 4.12(c) and (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened 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 improvements owned or used by any Company lie wholly within the boundaries of the Real Property Leases. (iv) To and do not encroach upon the knowledge property, or otherwise conflict with the property rights, of any other Person. Except as set forth in Schedule 4.12(c), the CompanyReal Property complies with all Laws, including zoning requirements, and no party, other than Company has received any notifications from any Governmental Body or insurance company recommending improvements to the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. other actions relative to the Real Property. Hague has delivered to Solterra a copy of each deed and other instrument (vas recorded) Neither the by which any Company nor acquired any Real Property and a copy of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect each title insurance policy, opinion, abstract, survey and appraisal relating to any portion of the Leased Real Property. No material defaults Company is a party to or bound by any Contract (Aincluding any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from any Company or its Subsidiaries or (B) to the knowledge of the any real estate interest not currently in possession of any Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a2.15(a) of the Company Disclosure Letter sets forth Schedule contains a true, true and correct and complete list, as of the date of this Agreement list of (wi) the street address of each parcel of real property owned (the "Owned Real Property") by the Company or any Subsidiary, (ii) each parcel of real property leased by the Company or any Subsidiary (as lessor or lessee) (the "Leased Real Property, ") and (xiii) the identity of the lessor, lessee and current occupant all Liens (if different from lesseeother than Permitted Liens) of each such relating to or affecting any parcel of Leased Real Property, real property referred to in clauses (yi) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (zii). (b) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business Each of the Company and its the Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a has good and valid leasehold estate in such Leased marketable title to the Owned Real Property, free and clear of all Liens, except for Permitted Liensother than as specifically referred to in the Audited Financial Statements or in Section 2.15(b) of the Disclosure Schedule. (iic) The Company and its Subsidiaries have delivered Subject to Acquiror true, correct and complete copies the terms of all their respective leases, lease guaranties, subleases, agreements for the leasing, use Company or occupancy of, or otherwise granting a right Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Real Property by or Properties for the full term of the lease thereof. Each lease referred to in clause (ii) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or any a Subsidiary and of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)each other Person that is a party thereto, and none except as set forth in Section 2.15(c) of the Disclosure Schedule, there is no, and neither the Company nor any Subsidiary has received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither the Company nor any Subsidiary owes brokerage commissions or finders fees with respect to any such Leased Real Property Leases has been modified in any material respectProperty, except to the extent that the Company or any Subsidiary may renew the term of any such modifications have been disclosed by lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the copies delivered to Acquirorspaces so leased, given their intended use and terms. (iiid) The Company’s Except as disclosed in Section 2.15(d) of the Disclosure Schedule, the improvements on the Owned Real Property and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed 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 purposes for which they are presently being used and, there are no material disputes pending or to the knowledge of the Company and the Subsidiaries, there are no condemnation or appropriation proceedings pending or threatened with respect to against any of such Real Property Leasesreal property or the improvements thereon. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) knowledge, nor has the Company or any of its Subsidiaries received any notice, of any claim, action or (B) to the knowledge of proceeding, actual or threatened, against the Company, any landlord of its Subsidiaries, or sub-landlord, as applicable, presently exists under any the Owned Real Property Leaseor the Leased Real Property by any Person which would materially affect the future use, occupancy or value of the Owned Real Property or the Leased Real Property or any part thereof.

Real Property. (ai) Section 4.19(aEach real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) of hereto (the Company Disclosure Letter sets forth a true, correct “JCA Real Property Leases”) and complete list, as of the date of this Agreement of real property to which it relates (w) the street address of each parcel of “JCA Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole”), with respect to each parcel of Leased Real Property: (i) The Company is in full force and effect and AGCO or one of its Subsidiaries holds a the applicable JCA Entities has good and valid leasehold estate in such title to the real property to which each JCA Real Property Lease relates (the “JCA Leased Real Property”) pursuant to such JCA Real Property Lease, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. in each case where such failure would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (ii) The Company and its Subsidiaries have delivered to Acquiror truethere are no defaults by AGCO or a JCA Entity (or any conditions or events that, correct and complete copies after notice or the lapse of all leasestime or both, lease guaranties, subleases, agreements for the leasing, use would constitute a default by AGCO or occupancy of, or otherwise granting a right in JCA Entity) under any JCA Real Property Lease and to the Leased Real Property by or to the Company or any Knowledge of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andAGCO, there are no material disputes pending defaults by any other party to such JCA Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such JCA Real Property Lease, except where such defaults would not reasonably be expected to have, individually or in the knowledge aggregate, a JCA Material Adverse Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as set forth on Section 4.14 of the Company threatened with respect to such Real Property Leases. AGCO Disclosure Schedule; (iv) To there is no Person (other than AGCO or the knowledge applicable JCA Entities) in possession of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the JCA Leased Real Property or any portion thereof. ; and (v) Neither as of the Company date hereof, neither AGCO nor any of its Subsidiaries Affiliates has received any written notice of that any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any public authority. (b) With respect to the JCA Leased Real Property. No material defaults by (A, neither AGCO nor any JCA Entity has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate, other than as set forth on Section 4.14(b) the Company or its Subsidiaries or (B) to the knowledge of the Company, AGCO Disclosure Schedule. (c) None of AGCO’s nor any landlord or sub-landlord, as applicable, presently exists under any JCA Entity’s current use of the JCA Leased Real Property Leaseviolates in any material respect any restrictive covenant of record or applicable Law that affects such property. The facilities at each of the JCA Leased Real Properties are in good operating condition in all material respects (except for reasonable and customary wear and tear) and are adequate and suitable for their current uses and purposes. (d) None of the JCA Entities has ever owned any real property.

Real Property. (a) The Company SEC Documents list all material real property owned by the Company or any of its Subsidiaries (collectively, including the improvements thereof, the “Owned Real Property”). Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries is a party to a contract of sale to purchase real property in which the conveyance contemplated therein has not yet been consummated, and there are no outstanding options or rights of first refusal or rights of first offer to purchase the parcel, or any portion thereof or interest therein. (b) Section 4.19(a4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as list of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property material real property leased by or to the Company or any of its SubsidiariesSubsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and (ii) all leases, subleases and material licenses or other occupancy agreements, including all amendments, terminations amendments and modifications thereof thereto (collectively, the “Real Property Leases”)) pursuant to which the Company or any of its Subsidiaries leases, and none of such subleases, licenses or otherwise occupies (whether as a tenant, subtenant or pursuant to other occupancy arrangements) the Leased Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorProperty. (iiic) The Company’s Except as would not be material to the Company and its Subsidiaries’, taken as applicablea whole, possession or as set forth in Section 4.17(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is party to any lease or sublease to any third party demising to such third party any right to occupy all or any portion of any of the Owned Real Property or the Leased Real Property. (d) Except as would not have a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and quiet enjoyment valid leasehold, subleasehold or license interests in all Leased Real Property free and clear of all Liens, except Permitted Liens. The Owned Real Property and the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge constitute all of the real property used by the Company threatened with respect to such Real Property Leasesor any of its Subsidiaries in the operation of their respective businesses. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written notice of any default under any of the material provisions of any of the Real Property Leases that has not been cured, and, to the Knowledge of the Company, except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received any written communication from, or given any written communication to, any third party that is a party to any of the Real Property Leases alleging that the Company or any of its Subsidiaries or such other party, as the case may be, is in default under such Real Property Lease. (f) There are no pending or, to the Knowledge of the Company, threatened condemnation proceeding or proposed similar Action eminent domain proceedings, lawsuits or agreement for taking in lieu of condemnation with respect administrative actions relating to any portion of the Owned Real Property or the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.16(a)(1) of the Company Seller Disclosure Letter sets forth is a true, correct complete and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear accurate list of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property real property owned by or to the either Company or any of its SubsidiariesSubsidiaries as of the date hereof and which is to be acquired and owned by either Company or any of its Subsidiaries on or prior to the Closing Date (the “Owned Real Property”). Section 3.16(a)(2) of the Seller Disclosure Letter is a complete and accurate list of all leases, including subleases, licenses, permits and other agreements, documents or instruments (including, without limitation, easement agreements) and all amendments, terminations and modifications thereof and/or supplements thereto (collectively, the “Real Property Leases”) under which either Company or any of its Subsidiaries lease, sublease, license, use or occupy any real property, excluding the U.S. Forest Service Properties (the land, buildings and other improvements covered by the Real Property Leases being herein called the “Leased Real Property” and together with the Owned Real Property and the U.S. Forest Service Properties, the “Real Property”). The Companies have delivered to the Buyer, prior to the date hereof, copies of the Real Property Leases, all of which are true, complete and none correct in all material respects. Except as set forth in Section 3.16(a)(3) of the Seller Disclosure Letter, each Real Property Lease is in full force and effect as to the applicable Company or its applicable Subsidiary and, to the Knowledge of the Companies, as to the other parties thereto. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Company nor its applicable Subsidiary nor, to the Knowledge of the Companies, any other party to such Real Property Leases has been modified Lease is in breach in any material respectrespect thereof or default in any material respect thereunder. The Real Property is all of the material real property that is necessary for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. Except as set forth in Section 3.16(a)(4) of the Seller Disclosure Letter, except neither the Companies nor any of their respective Subsidiaries have received notice that any party to the extent that such modifications have been disclosed by the copies delivered any Real Property Lease intends, or has threatened, to Acquirorterminate or revoke all or any rights granted in favor of either Company or its applicable Subsidiary thereunder. (iiib) The Companies own fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions and Liens to be released on or before the Closing Date including as provided in Section 7.5; provided, however, as reflected in Exhibit B to this Agreement, Commercial Unit 1 at the Grand Summit Attitash is owned by ASC’s subsidiary, American Skiing Company Resort Properties, Inc. (“ASCRP”), which property ASC will cause ASCRP to convey to Buyer by quitclaim deed with covenant on the Closing Date for no additional consideration. The representations, warranties and covenants contained in this Agreement with respect to the Real Property shall also apply to such Unit as though it were included in such definition. The foregoing representation (a) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (b) shall be deemed deleted with respect to any matter covered by a title insurance policy obtained by the Companies or Buyer. (c) Section 3.16(c) lists all property (the “U.S. Forest Service Properties”) subject to (i) the permit issued to MS by the U.S. Forest Service on November 29, 1989, as amended, and (ii) the permit issued to LBO by the U.S. Forest Service on July 19, 1994, as amended (the “U.S. Forest Service Permits”). The U.S. Forest Service Permits are the principal Approvals required by the USFS for the operation of the business of the Companies and their respective Subsidiaries as presently conducted. The Companies have made available to the Buyer or its Representatives, prior to the date hereof, true and complete copies of the U.S. Forest Service Permits and each of such U.S. Forest Service Permits is in full force and effect. None of the Sellers have received any notice of default under or violation of the terms and conditions of any U.S. Forest Service Permit, and the Companies have no Knowledge that the USFS has any intention of amending, revoking or otherwise altering the terms or conditions of any U.S. Forest Service Permit (nor has any of the Sellers or either Company requested any amendment or alteration of the terms and conditions of any U.S. Forest Service Permit), or any portion thereof, or the application thereof to either Company’s operations. None of the Sellers is engaged in any ongoing dispute or disagreement with the USFS over the interpretation or application of any term or condition of any U.S. Forest Service Permit. The Companies have no Knowledge of any third-party permitee or commercial operator operating within the areas permitted to either Company and its Subsidiaries under any U.S. Forest Service Permit. (d) Except as set forth on Section 3.16(d) of the Seller Disclosure Letter, there are no outstanding options or rights of first refusal to purchase or lease the Real Property or any portion thereof or interest therein, other than rights running in favor of either Company and its Subsidiaries’, and the Real Property is free from agreements creating any obligation on the part of any Person to sell, lease or grant a third party option to sell or lease. (e) Except as applicableset forth in Section 3.16(e) of the Seller Disclosure Letter, possession none of the Sellers has received notice of and quiet enjoyment there is no pending or, to the Knowledge of the Companies, threatened or contemplated condemnation proceeding affecting the Real Property or any part thereof, nor any sale or other disposition of the Real Property or any part thereof in lieu of condemnation. (f) All chairlifts, gondolas, buildings and other improvements, access roads and ski-runs used in connection with either Resort and the conduct of the business of each Company and its Subsidiaries as presently conducted are located either on (i) the Owned Real Property, (ii) the U.S. Forest Service Properties, and/or (iii) the Leased Real Property under such pursuant to valid Real Property Leases (including valid easement agreements in favor of the applicable Company and its Subsidiaries) which allow and provide for the existence, operation, and maintenance of the chairlifts, gondolas, buildings, improvements, roads and/or ski-runs, as applicable. (g) Section 3.16(g)(i) of the Seller Disclosure Letter lists all of the Real Property Leases and other Contracts, including any amendments, modifications and/or supplements thereto, pursuant to which any Person has the right to use, occupy and/or possess all or any portion of the Real Property (the “Third Party Real Property Leases”); provided, however, that Section 3.16(g)(i) of the Seller Disclosure Letter need not been materially disturbed andinclude any bookings at hotels or conference facilities within either Resort in the ordinary course of business. Except as set forth on Section 3.16(g)(ii) of the Seller Disclosure Letter, (i) there are no material disputes pending or to real property Leases affecting the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. , (vii) Neither there are no material security deposits under any real property Leases affecting the Real Property or any portion thereof and (iii) no material tenant or other occupant is currently entitled to any material rent concessions, rent abatements or rent credits and no material rent concessions or rent abatements permitted under any real property Leases are currently claimed by any material tenant(s) or occupant(s) as a result of a default by either Company, its Subsidiaries or otherwise. Copies of all such Third Party Real Property Leases (including any amendments, modifications and/or supplements) which are true, complete and correct in all material respects, have previously been delivered to Buyer prior to the date hereof. Except as set forth in Section 3.16(g) of the Seller Disclosure Letter, each third Party Real Property Lease is in full force and effect and neither Company nor any of its Subsidiaries nor, to the Knowledge of the Companies, any other party to such Third Party Real Property Lease is in breach in any material respect thereof or default in any material respect thereunder. (h) Except as set forth on Section 3.16(h) of the Seller Disclosure Letter, neither Company nor any of their respective Subsidiaries has received written notice of, and the Companies have no Knowledge of, (i) any violations of any condemnation proceeding covenants or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under restrictions affecting any Real Property Leaseincluding any covenants, conditions or restrictions of or issued by any applicable condominium or home owners association, or (ii) any violations of any zoning codes or ordinances or other Laws of any Governmental Agency applicable to such Real Property, in any case which would reasonably be expected to result in a Material Adverse Effect on the Companies and their respective Subsidiaries, taken as a whole.

Real Property. (a) Section 4.19(a3.20(a) of the Company Parent Disclosure Letter Schedule sets forth a true, correct all real property and complete list, interests in real property owned in fee by the Company or any of the Transferred Subsidiaries as of the date hereof, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any of this Agreement the Insurance Subsidiaries as of December 31, 2015 (w) the street address of each parcel of Leased each, an “Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property”). Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a Transferred Subsidiary (as the case may be) has good and valid leasehold estate in such Leased marketable fee simple title to all Owned Real Property, free and clear of all Liens, Liens of any nature except for Permitted Liens. Except as set forth on Section 3.20(a) of the Parent Disclosure Schedule, neither the Company nor any Transferred Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and there are no unrecorded outstanding options, rights of first offer or rights of first refusal or similar rights to purchase or lease such Owned Real Property or any portion thereof or interest therein. Each Owned Real Property is in good working order and repair, except for any defects which would not materially impair the use or occupancy of such Owned Real Property in the operation of the Business. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies Section 3.20(b) of the Parent Disclosure Schedule sets forth all leases, lease guaranties, subleases, agreements for real property leased as of the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property date hereof by or to the Company or any Transferred Subsidiary, as lessee, providing for annual fixed rents of its Subsidiaries, including all amendments, terminations and modifications thereof $100,000 or more (collectively, the “Real Property Leases”; the real properties specified in such leases being referred to herein as the “Leased Real Properties”). The Company or a Transferred Subsidiary (as the case may be) has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to Permitted Liens and to applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’and, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending or to the knowledge none of the Company threatened or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease, and, to the Knowledge of the Parent, no event has occurred and no condition exists that, with respect to such notice or lapse of time or both, would constitute a default by the Company or any of the Transferred Subsidiaries under any of the Real Property Leases. (iv. Except as set forth on Section 3.20(b) To the knowledge of the CompanyParent Disclosure Schedule, no party, other than neither the Company nor any Transferred Subsidiary has leased or its Subsidiaries, has otherwise granted to any Person the right to use or occupy the such Leased Real Property or any portion thereof. (v) Neither the Company nor any thereof and there are no unrecorded outstanding options, rights of its Subsidiaries has received written notice first offer or rights of any condemnation proceeding first refusal or proposed similar Action rights to lease such Leased Real Property or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults thereof or interest therein granted by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseTransferred Subsidiaries.

Real Property. (a) Section 4.19(a4.14(a) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Owned Real Property. Except as set forth on Section 4.14(a) of the Company Disclosure Letter or except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, an Acquired Company owns such Owned Real Property in fee (or the equivalent interest in the applicable jurisdiction), subject only to Permitted Liens. (b) Section 4.14(b) of the Company Disclosure Letter sets forth the address of each Leased Real Property and contains a true, complete and correct list of all Leases for such Leased Real Property (including the date and name of the parties to such Lease document), and the Leased Real Property identified in Section 4.14(b) of the Company Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Acquired Companies. The Acquired Companies have delivered to Parent a true and complete listcopy of each Lease document (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto). (c) Except as set forth on Section 4.14(c) of the date Company Disclosure Letter, with respect to each of this Agreement the Leases: (i) an Acquired Company has a valid and enforceable leasehold estate in all Leased Real Property, subject to the Enforceability Exceptions and any Permitted Liens, (ii) no Acquired Company, nor any other party to such Lease for Leased Real Property, is in breach or default under any Lease for Leased Real Property, and no event or circumstance has occurred or circumstance exists that, with notice or lapse of (w) time, or both, would constitute such a breach or default by the street address party that is the lessee or lessor of each parcel of such Lease for Leased Real Property, (xiii) to the identity Knowledge of the lessorCompany, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The no Acquired Company’s and its Subsidiaries’, as applicable, possession and or quiet enjoyment of the Leased Real Property under such Real Property Leases Lease has not been materially disturbed anddisturbed, and to the Company’s Knowledge, there are no material disputes pending or to the knowledge of the Company threatened with respect to any such Real Property Leases. Lease, (iv) To no Acquired Company has subleased, licensed or otherwise granted any Person the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property such property subject to such Lease or any portion thereof. , and (v) Neither the no Acquired Company nor has collaterally assigned or granted any of its Subsidiaries has received written notice of other security interest in such Lease or any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseinterest therein.

Real Property. (a) Section 4.19(a) of Schedule 4.12 annexed hereto and the Company Disclosure Letter sets forth a true, correct and complete listCommission Filings set forth, as of the date hereof, a correct and complete list of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased all Real Property and (z) the current use of each such parcel of Leased Real Property. Neither owned, leased or subleased by the Company nor or any of its Subsidiaries owns any real propertySubsidiaries. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one its Subsidiaries are the sole and exclusive legal and equitable owners of all right, title and interest in, and have good, marketable and insurable title to, all of the Real Property set forth on Schedule 4.12 annexed hereto as being owned by the Company or any of its Subsidiaries holds a good and valid leasehold estate in such Leased Real PropertySubsidiaries, free and clear of all Liens, except for as set forth on Schedule 4.12, the Commission Filings and Permitted Liens. (ii) The Company . Except as set forth in Schedule 4.12 annexed hereto, and its Subsidiaries except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have delivered to Acquiror truea Material Adverse Effect, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property owned, leased or subleased by or to the Company or any of its Subsidiaries is in condition and repair adequate for its current use, is suitable for the purposes for which it is presently being used and is adequate to meet all present requirements of the business of the Company and its Subsidiaries, including all amendmentsas currently conducted. Except as set forth in Schedule 4.12 annexed hereto, terminations and modifications thereof (collectivelyexcept for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, the “Company or its Subsidiaries have been in peaceable possession of the premises covered by each Real Property Leases”), and none lease or sublease since the commencement of the original term of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquirorlease or sublease. (iiib) The Except for Real Property leases and subleases which expire by their terms between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, each of the Real Property leases and subleases (and leases underlying such subleases) is in full force and effect and contains no terms other than the terms contained in the copies heretofore delivered to the Parent or made available to the Parent at the Company’s 's offices. Each of the Company and its Subsidiaries’, as applicable, possession Subsidiaries has complied with all commitments and quiet enjoyment of the Leased obligations on its part to be performed or observed under each Real Property under lease or sublease, except for such Real Property Leases has noncompliance which is not been materially disturbed andreasonably likely, there are no material disputes pending individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company threatened with respect without due inquiry, each party to such each Real Property Leases. (iv) lease or sublease other than the Company and its Subsidiaries has complied with all commitments and obligations on its part to be performed or observed thereunder, except for such noncompliance which is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither none of the Company nor any of its Subsidiaries has received written any notice of a default, offset or counterclaim under any condemnation proceeding Real Property lease or proposed similar Action sublease (or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (Alease underlying such sublease) the Company or its Subsidiaries or (B) and, to the knowledge of the Company, any landlord no event or sub-landlord, as applicable, condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any Real Property Leaselease or sublease (or lease underlying such sublease), except for such notices, defaults, offsets or counterclaims which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There is no Lien upon any leasehold interest of the Company or any of its Subsidiaries under any Real Property lease or sublease, to the best knowledge of the Company. Except as set forth in Schedule 4.12 annexed hereto, the Merger will not be considered an assignment of any of the Real Property leases (requiring the consent or approval by another Person) and subleases and shall not constitute a default under any of the Real Property leases or subleases. (c) Except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, to the best knowledge of the Company, there are no pending or threatened actions or proceedings (including condemnation and foreclosure) which could adversely affect the Real Property or any of the Real Property leases or subleases against the Company or any of its Subsidiaries and, to the best knowledge of the Company, there are no such actions or proceedings against other parties. There are no violations of any Law affecting the Real Property leased or subleased by the Company or any of its Subsidiaries which are reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. (d) Except for changes occurring between the date hereof and the Closing Date which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, to the knowledge of the Company without due inquiry, there are no defaults by the landlords under any of the Real Property leases or subleases A-17

Real Property. (a) Section 4.19(a3.21(a) of the Company Disclosure Letter Schedule sets forth a true, correct (i) an accurate and complete listlist of all real property leased, as subleased, or licensed by the Company or any Company Subsidiary that provides for payment by the Company and/or any Company Subsidiary of more than $1,000,000, in the date of this Agreement of aggregate, in annual base rent (wcollectively, the “Leased Real Property”), (ii) the street address of for each parcel of Leased Real Property, (xiii) the identity expiration date of the lessor, lessee and current occupant (if different from lessee) of lease underlying each such parcel of Leased Real Property, (yiv) the terms annual base rent of each Leased Real Property, (v) the name of the lessee(s) and rental payment amounts pertaining to each such parcel third party lessor(s) thereof, and (vi) the date of the lease contract relating thereto. Except for the Leased Real Property and Owned Real Property, there are no other properties occupied by the Company or any Company Subsidiary that are material to the conduct of business by the Company or any Company Subsidiary. None of the Leased Real Property is subject to any leases, tenancies or occupancies other than that of Company or the Company Subsidiaries. All of the material buildings, fixtures and other improvements located on the Company Leased Real Property are reasonably adequate and suitable for the purpose of conducting the Business as presently conducted. (zb) Section 3.21(b) of the current use Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Company or any Company Subsidiary (“Owned Real Property”). None of the Owned Real Property is subject to any leases, tenancies or occupancies other than that of Company or the Company Subsidiaries. Except as would not have a Company Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Owned Real Property are reasonably adequate and suitable for the purpose of conducting the Business as presently conducted. The Company and each such parcel Company Subsidiary, as applicable, has good and marketable title in fee simple and free of Leased any Liens (other than Permitted Liens) to the Owned Real Property. Neither the Company nor any Company Subsidiary has assigned, transferred, conveyed or granted to any other Person any option to purchase, right of pre-emption or right of first refusal affecting its Subsidiaries owns interest in any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) Except as set forth in Part V of the Company Disclosure Letter sets forth a trueAppendix D, correct and complete list, as none of the date HoldCo or any of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), similar power with respect to each parcel any Project Company Real Property owned by HoldCo or any of Leased its Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property:. (ib) The Company or one of HoldCo and/or its Subsidiaries holds a has good and valid leasehold estate in such Leased title to or, subject to the terms and conditions of the Material Leases, the right to use all Project Company Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and . With respect to the Leased Project Company Real Property by it leases or on which it was granted servitudes or superficies pursuant to the Company Material Leases, HoldCo or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, servitudes or superficies under which they are leasing or occupying property in accordance with the terms and quiet enjoyment conditions of the Leased Real Property under such Real Property Leases has not been materially disturbed andrelevant Material Leases, there are no material disputes pending servitude or superficies and subject to the knowledge of Permitted Liens. All rents and other payments under the Company threatened with respect Material Leases have been paid in full to such Real Property Leasesthe extent due. (ivc) To Except as set forth in Schedule 2.13, the knowledge Project Company Real Property is sufficient to provide HoldCo and its Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Project sufficient for the operation and maintenance of the Company, no party, other than Project as currently conducted. All utility services necessary for the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion construction and operation of the Leased Real Property. No material defaults by (A) the Company Project for its intended purposes are available or its Subsidiaries or (B) are reasonably expected to the knowledge of the Company, any landlord or sub-landlord, be so available as applicable, presently exists under any Real Property Leaseand when required upon commercially reasonable terms.

Real Property. (a) Section 4.19(a4.18(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of this Agreement of (w) the street address addresses of each parcel all the real property that is owned in fee simple by the Company and any of its Subsidiaries and the name of fee owner with respect thereto (the “Owned Real Property” and, together with the Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased “Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be not, individually or in the aggregate, reasonably be expected to be material have a Company Material Adverse Effect, the Company or the applicable Subsidiary has good and marketable fee simple title to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Owned Real Property, free and clear of all Liens, except for Permitted Liens. (ii) . The Company and its Subsidiaries have delivered to Acquiror truenot leased, correct and complete copies subleased or licensed any portion of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased any Owned Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Person. Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect to any portion Owned Real Property. (b) The Company has made available to Parent true, correct and complete copies of all material leases, subleases, licenses, occupancy agreements and other agreements under which, as of the date of this Agreement, the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property as tenant, subtenant, licensee or occupant (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (such property, the “Leased Real Property” and such leases, subleases, licenses and occupancy agreements, the “Real Property Leases”). Section 4.18(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all street addresses of the Leased Real PropertyProperty and the Real Property Leases with respect thereto. No material defaults by Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (Ai) each Real Property Lease is valid and binding on the Company or its Subsidiaries or (B) the Subsidiary of the Company that is a party thereto and, to the knowledge Knowledge of the Company, each other party thereto and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or any landlord of its Subsidiaries as tenant, subtenant, licensee or sub-landlordoccupant thereunder are current and all obligations required to be performed or complied with by the Company or any of its Subsidiaries thereunder have been performed, as (iii) no termination event or condition or uncured default on the part of the Company or, if applicable, presently its Subsidiaries or, to the Knowledge of the Company, the counterparty thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except Permitted Liens, (v) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such landlord intends to terminate such Real Property Lease and (vi) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect to any property leased pursuant to any Leased Real Property. The Company and its Subsidiaries have not subleased or licensed any portion of any Leased Real Property to any Person. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each Real Property is (i) in good operating condition and repair, subject to normal wear and tear, (ii) regularly and properly maintained consistent with reasonably prudent industry practice and standards, (iii) free from any defects or deficiencies and (iv) suitable for the conduct of the business of the Company and its Subsidiaries as presently conducted. (d) Except as set forth on Section 4.18(d) of the Company Disclosure Letter, there are no rights of first refusal or offer or options to purchase in effect, in each case, in favor of any Person as to all or any material portion of the Owned Real Property.

Real Property. (a) Section 4.19(a6.18(a) of the Company Spinco Disclosure Letter Schedule sets forth a true, correct and complete list, as all of the date of this Agreement of (w) the street address of each parcel of Leased Spinco Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be Properties that are material to the business of the Company and its Subsidiaries Spinco Business (taken as a whole). Except as would not reasonably be expected to have, with respect to each parcel of Leased Real Property: individually or in the aggregate, a Spinco Material Adverse Effect, (i) The Company the applicable Pluto Entities or one of its Subsidiaries holds a Spinco Entities have good and valid leasehold estate in such Leased title (or the applicable local equivalent) to all Spinco Owned Real Property, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use no Pluto Entity or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries Spinco Entity has received written notice of any condemnation proceeding pending condemnation, expropriation, eminent domain or proposed similar Action affecting all or agreement for taking in lieu of condemnation with respect to any portion of any Spinco Owned Real Property and (iii) no Pluto Entity or Spinco Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Spinco Owned Real Property, other than Permitted Liens. (b) Section 6.18(b) of the Spinco Disclosure Schedule sets forth all of the Spinco Leased Real Properties that are material to the Spinco Business (taken as a whole). Except as would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, (i) the applicable Pluto Entities or Spinco Entities have a valid and enforceable leasehold interest in all Spinco Leased Real Property. No material defaults by , subject to the Remedies Exception, (Aii) the Company no Pluto Entity or its Subsidiaries or (B) Spinco Entity, or, to the knowledge of Pluto, as of the Companydate hereof, any landlord other party thereto, is in breach of or sub-landlorddefault under any Spinco Lease, (iii) no Pluto Entity or Spinco Entity has, as applicableof the date hereof, presently exists received any written notice from any lessor of any Spinco Leased Real Property of any breach of or default under any Spinco Lease by any Pluto Entity or Spinco Entity (in each case, with or without notice or lapse of time or both), which breach or default has not been cured and (iv) no Pluto Entity or Spinco Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Spinco Leased Real Property LeaseProperty.

Real Property. (a) Section 4.19(a) of Except as, individually or in the Company Disclosure Letter sets forth a trueaggregate, correct has not had and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the have a Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real PropertyMaterial Adverse Effect: (ia) The Company or one of its Subsidiaries holds a the Company Subsidiaries, as applicable, has good and valid marketable indefeasible fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. The Company or a Company Subsidiary, as applicable, has exclusive possession of each Owned Real Property, other than any use and occupancy rights, without any options to purchase, granted to third-party tenants or licensees pursuant to agreements entered into in the ordinary course of business. (b) None of the Company and/or the Company Subsidiaries is in material default or violation of, or not in compliance with, any Law applicable to its occupancy of the Leased Real Property subject to the Leases, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time, or both, would constitute such a material breach or default. With respect to the Leased Real Property, the Company and/or the Company Subsidiaries have and own valid, legally binding and enforceable leasehold estate estates in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (iic) The Company and its the Company Subsidiaries have delivered a valid and enforceable right to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for use any real property that is used in the leasing, use business but is not Owned Real Property or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorProperty. (iiid) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there There are no material disputes existing, pending or or, to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no partythreatened in writing appropriation, other than condemnation, eminent domain or similar proceedings that affect any Owned Real Property or, to the Company or its SubsidiariesKnowledge of the Company, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither Property. As of the date hereof, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice of the intention of any condemnation proceeding Governmental Entity or proposed similar Action other person to take or agreement for taking in lieu of condemnation with respect to use any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.09(a) of the Company Sellers’ Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) Schedule lists the street address address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, (x) as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither To the Company nor its Subsidiaries owns extent as are in any real property. Except as would not be or reasonably be expected to be material of the Sellers’ possession, the Sellers have delivered to the business Purchaser true and complete copies of the Company leases and its Subsidiaries subleases in effect at the date hereof (taken including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as a whole)disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each parcel such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property:. (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business. (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) The Company or one in the case of its Subsidiaries holds a Owned Real Property, good and valid leasehold estate title to, and (ii) in such the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of all any Liens, except except, in each case, for Permitted LiensEncumbrances. (iie) The Company and its Subsidiaries Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have delivered been granted by any Seller to Acquiror true, correct and complete copies any Person (other than the Purchaser) that are enforceable despite the continuation of all leasesthe Bankruptcy Cases to (i) purchase, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right acquire any interest in and any of the Owned Real Property or leases or subleases relating to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorProperty. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aCompany Disclosure Schedule 4.11(a)(i)(A) sets forth a complete list of (i) all real property and interests in real property, including easements appurtenant thereto, owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, licensed or subleased by the Company as lessee or lessor, licensee or licensor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee, the date of the lease or sublease and all amendments thereto and the manner in which such interest is held) and the property encumbered thereby (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”). The properties listed on Company Disclosure Schedule 4.11(a)(i)(B) are referred to herein as the “Excluded Properties.” The Company has good and marketable fee title to all Owned Property (other than the owned Excluded Properties), free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Company Disclosure Schedule 4.11(a)(i)(A) and (B) Permitted Exceptions. The Company Properties and the Excluded Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the Business of the Company and which are necessary for the continued operation of the Business of the Company as the Business is currently conducted. All of the Company Properties and buildings, fixtures and improvements thereon owned or leased by the Company taken as a whole are in reasonably good operating condition (ordinary wear and tear excepted), and all mechanical and other systems located thereon, taken as a whole, are in reasonably good operating condition, in each case in all material respects, except for repairs, maintenance and replacements necessary in the Ordinary Course of Business. Except as set forth on Company Disclosure Letter sets forth Schedule 4.11(a)(ii) and except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company, none of the improvements located on the Company Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Company has delivered to MergerLLC true, correct and complete listcopies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases and those set forth on Company Disclosure Schedule 4.11(a)(iii). (b) Except as set forth on Company Disclosure Schedule 4.11(b), (i) the Company has a valid, binding and enforceable leasehold interest or license under each of the date Real Property Leases (other than the leased Excluded Properties) under which it is a lessee or licensee, free and clear of this Agreement all Liens other than Permitted Exceptions, (ii) each of the Real Property Leases is in full force and effect, (wiii) the street address Company is not in default under any Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of each parcel of Leased Real Propertytime or both, would result in such a default, and (xiv) the identity Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property Leases and, to the Knowledge of the Company, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto. (zc) The Company has all material certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each such parcel of Leased Real Company Property. Neither , and the Company nor has fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit. The Company has not received any notice that any certificate of occupancy or Permit will not be renewed at the end of its Subsidiaries owns current term, and the Company is not aware of any facts that would cause a denial of any renewal application. (d) 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 the Company has not received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof. (e) The Company has not received any 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. (f) Except as set forth on Company Disclosure Schedule 4.11(f), (i) the Company does not own, hold, and is not obligated under and is not a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property. Except as would not be estate or reasonably be expected to be material to the business any portion thereof or interest therein, and (ii) none of the Company and its Subsidiaries Properties is subject to any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of same. (taken g) Except as a whole)set forth on Company Disclosure Schedule 1.1, with respect to each parcel of Leased Real Propertythe Company Property and the buildings, structures, improvements and fixtures thereon: (i) The Except for assessments occurring on a regular basis in accordance with applicable Legal Requirements, there is no pending or, to the Knowledge of the Company, contemplated reassessment of any parcel included in the Company or one of its Subsidiaries holds a good and valid leasehold Property that is reasonably expected to increase the real estate in tax assessment for such Leased Real Property, free and clear of all Liens, except for Permitted Liensproperties. (ii) The Company and its Subsidiaries have delivered to Acquiror trueThere is no pending, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Knowledge of the Company, contemplated proceeding to rezone any parcel of the Company Property. The uses for which each parcel of the Company Property is zoned do not restrict, or in any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelymanner impair, the “Real Property Leases”)current use of the Company Property. The Company has not received notice of any violation of any applicable zoning law, and none of such Real Property Leases has been modified in any material respectregulation or other Legal Requirement, except related to or affecting the extent that such modifications have been disclosed by the copies delivered to AcquirorCompany Property. (iii) The Company’s All buildings, structures and its Subsidiaries’other improvements on the Company Property, as applicableincluding but not limited to driveways, possession out-buildings, landscaped areas and quiet enjoyment sewer systems, and all means of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or access to the knowledge Company Property, are located completely within the boundary lines of the Company threatened with respect to such Real Property Leasesand do not encroach upon or under the property of any other Person or entity. No buildings, structures or improvements constructed on the property of any other Person encroach upon or under the Company Property. (iv) To The use of the knowledge Company Properties, or any portion thereof, in the Business does not violate or conflict with (A) any covenants, conditions or restrictions applicable thereto or (B) the terms and provisions of any contractual obligations relating thereto. (v) The Company has good and valid rights of ingress and egress to and from all of the Company Property (including between separate parcels included within the Company Property) from and to any rail lines, rail spurs, pipelines and the public street systems for all usual street, road, shipping, transport, storage, docking and utility purposes and other purposes necessary or incidental to the operation of the Business. (vi) All utilities required for or useful in the operation of the Business either enter the Company Property through adjoining streets and roads, or if they pass through adjoining private land, they do so in accordance with valid easements. All necessary utilities (including without limitation, water, sewer, electricity and telephone facilities) are available to the Company Property and there exists, to the Knowledge of the Company, no party, other than proposed limitation in or reduction of the quality or quantity of utility services to be furnished to the Company or its Subsidiaries, has any right Property. Adequate sewage and water systems and connections are available to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, Property as applicable, presently exists under any Real Property Leasecurrently operated.

Real Property. (a) Section 4.19(a) Neither of the Company Disclosure Letter sets forth a true, correct and complete list, as Companies nor any of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its their respective Subsidiaries owns any real property or interests in real property, other than OmniUK Real Property Leases (as defined below) or LuxCo Real Property Leases (as defined below), and the OmniUK Owned Property (as defined below), as applicable. Except as would not be Schedule 2.12 sets forth a complete list of all real property and interests in real property owned, leased or reasonably be expected to be material to the business of the Company otherwise held by OmniUK and its Subsidiaries (taken as a whole)such leased properties, with respect to each parcel of Leased individually, an "OmniUK Real Property: (i) The Company or one of its Subsidiaries holds a good Property Lease," and valid leasehold estate the real properties specified in such Leased Real leases being referred to herein individually as an "OmniUK Property" and collectively as the "OmniUK Properties," and the owned property, free the "OmniUK Owned Property") and clear of all Liens, except for Permitted Liens. (ii) The Company LuxCo and its Subsidiaries have delivered (such leased properties, individually, a "LuxCo Real Property Lease," and the real properties specified in such leases being referred to Acquiror true, correct individually as an "LuxCo Property" and collectively as the "LuxCo Properties" as respective lessees. Each of the Companies has made available true and complete copies of the OmniUK Real Property Leases and the LuxCo Real Property Leases. The OmniUK Property, LuxCo Property and OmniUK Owned Property constitute all leases, lease guaranties, subleases, agreements interests in real property currently used or currently held for use in connection with the respective businesses of the Companies and their respective Subsidiaries and which are necessary for the leasing, use or occupancy of, or otherwise granting a right in continued operation of the respective businesses of the Companies and to the Leased their respective Subsidiaries as such businesses are currently conducted. Each OmniUK Real Property Lease and LuxCo Real Property Lease is valid, binding, enforceable and in full force and effect, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally including such general equitable principles as may apply in the Company enforcement of creditors' rights. Each of the Companies and each of their respective Subsidiaries has performed in all material respects all obligations required to be performed by them, if any, under each OmniUK Real Property Lease and LuxCo Real Property Lease. Other than the consents set forth on the Summary (as herein defined), at Closing no event or conditions will exist which will constitute or, after notice or lapse of time or both, would constitute a default in any material respect on the part of the Companies or any of its Subsidiariestheir respective Subsidiaries under any such OmniUK Real Property Lease or LuxCo Real Property Lease, including as applicable. To each Company's knowledge, each other party to each OmniUK Real Property Lease or LuxCo Real Property Lease, as applicable, has in all amendmentsmaterial respects performed all obligations required to be performed by it, terminations and modifications thereof no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a default in any material respect on the part of such other party under any such OmniUK Real Property Lease or LuxCo Real Property Lease, as applicable. All of the OmniUK Properties, LuxCo Properties, buildings, fixtures and improvements thereon owned or leased by the Companies or any of their respective Subsidiaries are in good operating condition and repair (collectivelysubject to normal wear and tear). (b) Except as set forth on Schedule 2.12, the “Real Companies and their respective Subsidiaries have all material certificates of occupancy and material permits and licenses of any Governmental Entity necessary for the current use and operation of the OmniUK Property, the LuxCo Property Leases”)and the OmniUK Owned Property, and the Companies and their respective Subsidiaries have complied with all material conditions of such material permits and licenses applicable to them. No default or violation, or event which, with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such material permit or license, other than defaults or violations which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect. (c) There does not exist any actual or, to the knowledge of each Company, threatened or contemplated condemnation or eminent domain proceedings that affect any of the OmniUK Property, the LuxCo Property, the OmniUK Owned Property or any part thereof, and none of the Companies or any of their respective Subsidiaries has received any written notice, of the intention of any Governmental Entity or other Person to take or use all or any part thereof. (d) None of the Companies or any of their respective Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to any of the OmniUK Property, the LuxCo Property or the OmniUK Owned Property requiring performance of any structural or other substantial repairs or alterations to such OmniUK Property, LuxCo Property and the OmniUK Owned Property. (e) Except as set forth on Schedule 2.12, none of the Companies or any of their respective Subsidiaries owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (f) There is no actual or contingent liability on the part of either of the Companies in relation to any real property other than as set forth on Schedule 2.12 including any actual or contingent liability as previous lessee or underlessee or guarantor or surety or covenant in relation to any Omni UK Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such LuxCo Real Property Leases. (ivg) To There is no mortgage debt secured by Wyvol's Court, which is the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereofonly UK Owned Property. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.22(a) of the Company Disclosure Letter sets forth Schedule contains a true, correct true and complete list, description of all real property owned by the Company and its subsidiaries (the “Owned Real Property”) as of the date hereof. The Company and its subsidiaries have good and valid title to all of this Agreement the Owned Real Property free and clear of Liens (w) other than Permitted Liens). None of the street address Owned Real Property is subject to any option, lease, license, sublease or other occupancy agreement granting to any third party a right to use, occupy or enjoy any portion of each parcel of Leased the Owned Real Property or to obtain title to the Owned Real Property, . (xb) the identity of the lessor, lessee and current occupant (if different from lesseeSection 4.22(b) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company Disclosure Schedule contains a true and its Subsidiaries complete list of all leases, licenses, subleases and occupancy agreements, together with any amendments thereto (taken as a wholethe “Leases”), with respect to each parcel of all real property leased, licensed, subleased or otherwise used or occupied by the Company and its subsidiaries as lessee or sublessee (the “Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased ” and, together with the Owned Real Property, free the “Company Real Property”). True, complete and clear accurate copies of all Liens, except for Permitted Liensthe Leases have been made available to Buyer and Acquisition Sub prior to the date hereof. (iic) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to To the knowledge of the Company threatened with respect to such Company, the Owned Real Property Leasesand the Company’s current operation thereof is in compliance in all material respects with all applicable zoning, building, setback requirements and other applicable regulations of any Governmental Authority and all certificates of occupancy required to operate the Owned Real Property in its current manner have been issued by the applicable Governmental Authority and remain in full force and effect. (ivd) To the knowledge of the Company, no partycondemnation, other than requisition or taking by any public authority has been threatened or contemplated, and the Company has not received any notice of such condemnation, requisition or taking by a Governmental Authority with respect to the Owned Real Property. (e) Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect: (i) each of the Leases constitutes the valid and legally binding obligation of the Company or one of its Subsidiariessubsidiaries, has any right as applicable, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to use or occupy affecting creditors’ rights or by general equity principles, and (ii) each of the Leased Real Property or any portion thereofLeases is in full force and effect. (vf) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to To the knowledge of the Company, there is no violation or default (nor does there exist any landlord condition, which with the passage of time or sub-landlordthe giving of notice or both, as applicablewould cause such a violation or default) by the Company or any of its subsidiaries, presently exists under any Real Property Leaseof the Leases except for such violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Real Property. (a) Section 4.19(aThe Company does not own, nor has it ever owned, any real property. (b) of the Company Disclosure Letter sets forth a true, correct and complete list, Schedule 5.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 5.9(b) is referred to as the "Leased Real Property." Copies of all written (wand summaries of all oral) Real Property Leases have been provided to Parent prior to the street address date of this Agreement. (c) All Leased Real Property and its condition is suitable for its current use by the Company. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property are in good condition, ordinary wear and tear excepted and are suitable in all material respects for their current use by the Company. (e) To the Company's knowledge, there are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Properties, and the Company has not received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. The Company has no Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company enjoys peaceful and undisturbed possession of each parcel Leased Real Property. (g) To the Company's knowledge, there are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by he Company. (h) To the Company's knowledge, the Company has the right to conduct its business in each Leased Real Property for the remaining term of the applicable Real Property Lease. (i) With respect to the Leased Real Property, (x) the identity all options to renew, rights of the lessor, lessee first offer and current occupant (if different from lessee) rights of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material first refusal exercisable prior to the business date of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liensthis Agreement have been properly exercised. (iij) The Prior to the date of this Agreement, the Company and its Subsidiaries have has delivered to Acquiror true, correct and complete Parent copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof subleases (collectively, the “Real Property Leases”"Subleases") entered into by the Company (all of which are listed on Schedule 5.9(j)). All Subleases are, and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by for the copies delivered to Acquiror. (iii) The Company’s terms thereof, in good standing and its Subsidiaries’in full force and effect, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened all necessary consents with respect to such Real Property Leasesthereto have been obtained. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.14(a)(i) of the Company Trimble Disclosure Letter Schedule sets forth a true, correct true and complete list, as list of the date of this Agreement of (w) the street address of each parcel of Leased Business Owned Real Property, including the address, applicable land register specification and record owner thereof. Trimble or the applicable Transferred Subsidiary has good, valid and insurable title (xor the local legal equivalent) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Business Owned Real Property, free and clear of all Liens other than Permitted Liens and those liens and encumbrances as set forth on Section 3.14(a)(ii) of the Trimble Disclosure Schedule, except in each case where such failure would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. (b) Section 3.14(a) of the Trimble Disclosure Schedule sets forth a true and complete list of the Business Leased Real Property (defined hereafter). With respect to the Business Real Property Leases: (i) each Business Real Property Lease is in full force and effect and Trimble or the applicable Transferred Subsidiary has good and valid leasehold title in the real property to which each Business Real Property Lease Relates (the “Business Leased Real Property”, and together with the Business Owned Real Property, the “Business Real Property”) pursuant to such Business Real Property Lease, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. in each case where such failure would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole; (ii) The Company and its Subsidiaries have delivered to Acquiror truethere are no defaults by Trimble or a Transferred Subsidiary (or any conditions or events that, correct and complete copies after notice or the lapse of all leasestime or both, lease guaranties, subleases, agreements for the leasing, use would constitute a default by Trimble or occupancy of, or otherwise granting a right in Transferred Subsidiary) under any Business Real Property Leases and to the Leased Real Property by or to the Company or any Knowledge of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andTrimble, there are no defaults by any other party to such Business Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such Business Real Property Lease, except where such defaults would not reasonably be expected to be, individually or in the aggregate, material disputes pending or to the knowledge Business, taken as a whole; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the Business Real Property other than as set forth on Section 3.14(a) of the Company threatened with respect to such Real Property Leases. Trimble Disclosure Schedule; (iv) To there is no Person (other than Trimble or the knowledge applicable Transferred Subsidiaries) in possession of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Business Real Property or any portion thereof. ; and (v) Neither as of the Company date hereof, neither Trimble nor any of its Subsidiaries controlled Affiliates has received any written notice of that any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any material portion of the Leased Business Real Property will be condemned, requisitioned or otherwise taken by any public authority. As of the date of this Agreement, Trimble has made available to AGCO true and complete copies of each Business Real Property Lease. (c) With respect to the Business Real Property. No material defaults by (A) the Company , neither Trimble nor any Transferred Subsidiary has entered into any Contract or its Subsidiaries exercised or (B) to the knowledge given any notice of the Company, exercise of any landlord option or sub-landlordright of first offer or right of first refusal, as applicable, presently exists under to purchase, sell, convey, dispose, expand, renew or terminate any Business Real Property Leaseor portion thereof, other than as set forth on Section 3.14(c) of the Trimble Disclosure Schedule. (d) None of ▇▇▇▇▇▇▇’▇ nor any Transferred Subsidiary’s current use of the Business Real Property violates in any material respect any applicable Law that affects such property. The facilities, buildings, structures and fixtures located at each of the Business Real Properties, have no material defects and are in good operating condition and repair (in each case subject to ordinary wear, tear and maintenance that would not be likely to interfere with or adversely impact Trimble or the applicable Transferred Subsidiary’s use thereof) and have been reasonably maintained consistent with prudent industry standards (giving due account to the age and length of use of the same), and are adequate and suitable for their current uses and purposes.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete listParent or its Subsidiaries, as the case may be, holds good and marketable fee title to all real property and interest in real property owned in fee by Parent or any of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole)collectively, with respect to each parcel of Leased the “Parent Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property”), free and clear of all Liens, except for Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all buildings and other structures, facilities, building systems, fixtures or improvements located on each parcel of Parent Owned Real Property are in good working order and repair for the sufficient operation of the business as currently conducted (ordinary wear and tear excepted). Section ‎4.15(a) of the Parent Disclosure Schedule lists the address of each Parent Owned Real Property. (iib) The Company Parent or its Subsidiaries, as the case may be, has a good and its Subsidiaries have delivered to Acquiror truevalid leasehold or subleasehold interest, correct and complete copies of as applicable, in all leasesreal property leased, lease guaranties, subleases, agreements for the leasing, use or occupancy of, subleased or otherwise granting a right in and to the Leased Real Property used or occupied by or to the Company Parent or any of its Subsidiaries, including all amendments, terminations and modifications thereof Subsidiaries (collectively, collectively the “Parent Leased Real Property LeasesProperty”), free and none clear of such Real Property Leases has been modified in any material respectall Liens, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, for Permitted Liens. Except as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andhad and would not reasonably be expected to have, there are no material disputes pending individually or to in the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Companyaggregate, no partya Parent Material Adverse Effect, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company neither Parent nor any of its Subsidiaries has received written any notice of default under any Parent Real Property Lease which is outstanding and remains uncured beyond any applicable period of cure, nor does Parent or any of its Subsidiaries have Knowledge of the existence of, any default, or event or circumstance that, with notice or lapse of time, or both, would constitute a default or permit the termination, modification or acceleration of rent under such Parent Real Property Lease by the party that is the lessee or lessor of such Parent Leased Real Property. Section ‎4.15(b)of the Parent Disclosure Schedule lists the address of each material Parent Leased Real Property. (c) The Parent Owned Real Property and Parent Leased Real Property are referred to collectively herein as the “Parent Real Property.” The Parent Real Property constitutes all of the real property used or necessary for use in connection with the conduct of the business of Parent and its Subsidiaries as presently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and, in the case of the Parent Leased Real Property, to the Knowledge of Parent, (i) there are no Proceedings in eminent domain, condemnation proceeding or proposed other similar Action or agreement for taking Proceedings that are pending and, to Parent’s Knowledge, there are no such Proceedings threatened in lieu writing, affecting any portion of condemnation the Parent Real Property, and (ii) no casualty event has occurred with respect to any portion of the Leased Parent Real Property. No material defaults by Property that has not been remedied (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, including in compliance with any landlord or sub-landlord, as applicable, presently exists under any applicable Parent Real Property Lease). Other than in connection with Permitted Liens, or with respect to the Parent Leased Real Property as set forth on Section ‎4.14(c) of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a right to use or occupy any of the Parent Real Property or any material portion thereof, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither Parent nor any of its Subsidiaries has granted any option or other right to any third party to purchase any of the Parent Real Property or any material portion thereof.

Real Property. (a) None of the Company or any of the Company Subsidiaries owns any Owned Real Property and none of assets of the Enterprise Apps Business constitutes Owned Real Property. (b) Section 4.19(a4.21(b) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of all Leased Real Property and all Real Property Leases (zas hereinafter defined) the current use of each pertaining to such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds Business Entities hold a good and valid leasehold or subleasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries Business Entities have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use licenses or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiariesagreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof relating to Leased Real Property (collectively, the “Real Property Leases”), and none of such the Real Property Leases has have been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Each Real Property Lease is in full force and effect. None of the Business Entities have given or received any notice of default, termination, cancellation or nonrenewal with respect to any Real Property Lease, in each case that remains pending or uncured as of the date hereof. All of the material covenants to be performed under any Real Property Lease by Inpixon, the Company or any of the Company Subsidiaries and to the knowledge of the Company’s , by any party other than Inpixon, the Company or any of the Company Subsidiaries, has been performed in all material respects. None of the Business Entities, nor, to the knowledge of the Company, any other party thereto is in material breach of or material default under any Real Property Lease. No event has occurred which would reasonably be expected to result in a material breach of or a material default under any Real Property Lease by Inpixon, the Company or any of the Company Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). (iv) Inpixon, the Company and its the Company Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivv) To the knowledge None of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has Business Entities have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No (vi) Each Leased Real Property is in all material defaults by respects in good operating condition and repair (Aordinary wear and tear expected) and is suitable for its present use in all material respects. (c) Except as set forth on Section 4.21(c) of the Company Disclosure Letter, there are no written or oral subleases, sub-subleases, licenses, sub-licenses, concessions, occupancy agreements or other Contracts to which any Person other than Inpixon, the Company or its Subsidiaries or (B) to the knowledge any of the Company, Company Subsidiaries has the right of use or occupancy of any landlord or sub-landlord, as applicable, presently exists under any Leased Real Property Lease.Property

Real Property. (a) Section 4.19(a3.14(a) of the Company Cyberonics Disclosure Letter sets forth a true, correct and complete listforth, as of the date of this Agreement Agreement, a true and complete list of all material real property owned in fee by Cyberonics or any Cyberonics Subsidiary (w) the street address of each parcel of Leased “Cyberonics Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be or reasonably be expected to be material to have, individually or in the business of the Company and its Subsidiaries (taken as aggregate, a whole)Cyberonics Material Adverse Effect, with respect to each parcel of Leased Real Property: (i) The Company Cyberonics or one of its Subsidiaries holds a Cyberonics Subsidiary has good and valid leasehold estate in such Leased marketable title to the Cyberonics Owned Real Property, in each case free and clear of all Liens, Liens except for Cyberonics Permitted LiensLiens and (ii) no Cyberonics Owned Real Property is subject to any option, obligation or right of first refusal or contractual right to purchase, lease or acquire any interest in any Cyberonics Owned Real Property. (iib) The Company and its Subsidiaries have delivered to Acquiror trueSection 3.14(b) of the Cyberonics Disclosure Letter sets forth, correct as of the date of this Agreement, a true and complete copies list of all leasesmaterial real property that is leased, lease guaranties, subleases, agreements for subleased or licensed by Cyberonics or any Cyberonics Subsidiary (the leasing, use or occupancy of, or otherwise granting a right in and to the “Cyberonics Leased Real Property by or to Property”, and together with the Company or any of its SubsidiariesCyberonics Owned Real Property, including all amendments, terminations and modifications thereof (collectively, the “Cyberonics Real Property LeasesProperty”). Except as would not reasonably be expected to have, individually or in the aggregate, a Cyberonics Material Adverse Effect, Cyberonics or a Cyberonics Subsidiary has a valid leasehold estate in each Cyberonics Leased Real Property, in each case free and none clear of such Real Property Leases has been modified in all Liens except for Cyberonics Permitted Liens. Each Contract of Cyberonics or the Cyberonics Subsidiaries for any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Cyberonics Leased Real Property under such Real Property Leases has not been materially disturbed is legal, valid, enforceable and binding on Cyberonics and each Cyberonics Subsidiary that is a party thereto and, there are no material disputes pending or to the knowledge of Cyberonics, each other party thereto and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the Company threatened with respect remedy of specific performance and injunctive and other forms of equitable relief may be subject to such Real Property Leases. (iv) To equitable defenses and to the knowledge discretion of the Companycourt before which any proceeding therefor may be brought, no partyand except for such failures to be valid and binding or to be in full force and effect that would not reasonably be expected to have, other than individually or in the Company or its Subsidiariesaggregate, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company a Cyberonics Material Adverse Effect, and neither Cyberonics nor any of its the Cyberonics Subsidiaries is in breach of or default under, or has received written notice of any condemnation proceeding breach of or proposed similar Action default under, and no condition exists which (with notice or agreement lapse of time or both) would constitute a default under, any lease of Cyberonics Leased Real Property where such breach or default would reasonably be expected to have, individually or in the aggregate, a Cyberonics Material Adverse Effect. Cyberonics has made available to Sorin a true and complete copy of all Contracts for taking in lieu of condemnation with respect to any portion of the Cyberonics Leased Real Property. No material defaults by (A) There are no outstanding options or rights of any third party to acquire any of Cyberonics’s or Cyberonics Subsidiary’s interests in such Cyberonics Leased Real Property. Neither Cyberonics nor any Cyberonics Subsidiary has subleased or otherwise granted any person the Company right to use or its Subsidiaries occupy any Cyberonics Leased Real Property. Neither Cyberonics nor any Cyberonics Subsidiary has collaterally assigned or (B) to the knowledge of the Company, granted any landlord or sub-landlord, as applicable, presently exists under other security interest in any Cyberonics Leased Real Property Leaseor any interest therein.

Real Property. (a) Section 4.19(aEach of SuperMedia and the SuperMedia Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “SuperMedia Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which SuperMedia or any SuperMedia Subsidiary leases any material real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “SuperMedia Leases”) has heretofore been made available to Dex. Each SuperMedia Lease is valid, binding and enforceable against SuperMedia or an applicable SuperMedia Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on SuperMedia. There are no defaults by SuperMedia or any SuperMedia Subsidiary, as applicable, under any of the Company Disclosure Letter sets forth SuperMedia Leases which, individually or in the aggregate, would have a trueMaterial Adverse Effect on SuperMedia. To the Knowledge of SuperMedia, correct no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such breaches, defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect on SuperMedia. (c) The SuperMedia Owned Properties and complete list, the properties leased pursuant to the SuperMedia Leases (the “SuperMedia Leased Properties”) constitute all of the real estate on which SuperMedia and the SuperMedia Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all LiensAgreement, except for Permitted Lienslocations the loss of which would not result in a Material Adverse Effect on SuperMedia. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.14(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list, list in all material respects of all Owned Real Property as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertyAgreement. Except as would not be or reasonably be expected to be material to the business set forth on Section 4.14(a) of the Company and Disclosure Schedules, none of the Company or any of its Subsidiaries (taken as a whole)has owned any other real property or held any interest therein since December 31, with respect to each parcel of Leased Real Property:2012. (ib) The Company or one of its Subsidiaries holds a has good and valid leasehold estate insurable title in such Leased fee simple to all Owned Real Property, free and clear of all Liens, Encumbrances except for Permitted LiensEncumbrances. (iic) The There is no Leased Real Property as of the date of this Agreement. (d) No parcel of the Owned Real Property, or any portion thereof, 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, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (e) To the Knowledge of the Company, the use, occupancy, and operation of the Owned Real Property by the Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of comply in all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened respects with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither applicable Law. Nether the Company nor any of its Subsidiaries has received any written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge contrary from any Governmental Authority. (f) To the Knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any the Owned Real Property Leasecomplies in all material respects with all restrictions and requirements contained in the Permitted Encumbrances. There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property by the Company or any of its Subsidiaries for the current use of such Owned Real Property. There are no material adverse physical conditions and, to the Knowledge of the Company, there are no material latent defects affecting any Owned Real Property. (g) Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, since December 31, 2012, none of the Company or any of its Subsidiaries has subleased, licensed or otherwise granted to any other Person the right to use or occupy the Owned Real Property or any portion thereof. Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, to the Knowledge of the Company, no Person other than the Company or one of its Subsidiaries has asserted any rights in, or to acquire, the Owned Real Property or any part thereof.

Real Property. (a) Section 4.19(a5.21(a) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of (w) the street address of each parcel of all Leased Real Property, including the address thereof, and all Real Property Leases (xas hereinafter defined) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have has delivered to Acquiror true, correct and complete copies of all material leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment All of the Leased Real Property under such Real Property Leases has not been materially disturbed (A) are in full force and effect and (B) represent legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, there are no material disputes pending or to the knowledge of the Company, represent legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of a failure to perform or a breach or default would not be material to the Company threatened and its Subsidiaries, taken as a whole, with respect to each Real Property Lease, (x) the Company and its Subsidiaries have performed in all respects all of the respective obligations required to be performed by them to date thereunder, and neither the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any other party to any such Real Property LeasesLease is in breach or default of its obligations under any such Real Property Lease, (y) during the past 12 months, neither the Company nor any of its Subsidiaries has received any written claim or written notice of termination or material breach of or material default under any such Real Property Lease, and (z) to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Real Property Lease by the Company or any of its Subsidiaries or any other party to any such Real Property Lease (in each case, with or without notice or lapse of time or both). (iv) To the knowledge As of the Companydate of this Agreement, no party, other than the Company or and its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by . (Ab) Neither the Company or nor any of its Subsidiaries owns, or (B) to the knowledge of the Companyhas ever owned, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasereal property.

Real Property. (a) Section 4.19(a5.7(a)(i) of the Company Seller Disclosure Letter Schedules sets forth a truelist of all real property owned by the Company in fee, correct and complete listexcept for real property the ownership or absence of which would not, individually or in the aggregate, have a Material Adverse Effect (the “Real Property”). Except as set forth in Section 5.7(a)(ii) of the date Seller Disclosure Schedules, the Company has title in fee simple, free and clear of this Agreement Encumbrances, to all of (w) the street address of each parcel of Leased Real Property, (x. Except as set forth in Section 5.7(a)(iii) the identity of the lessorSeller Disclosure Schedules, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining with respect to each such parcel of Leased Real Property Property, (i) there are no written leases or material agreements, understandings or options granting any Person (other than the Company) the right of use or occupancy of any portion of such parcel and (zii) the current use there are no outstanding rights of each 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. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be or reasonably be expected to be material to set forth in Section 5.7(b)(ii) of the business 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 its Subsidiaries (taken as B) assuming such Company Lease is a whole)valid and binding obligation of, with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyenforceable against, free and clear of all Liensthe other parties thereto, is enforceable against the Company, except for Permitted Liens. 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) The 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 its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofenforceable, or otherwise granting such breach or default, would not, individually or in the aggregate, have a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorMaterial Adverse Effect. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aThe attached Schedule 3.06(a) of the Company Disclosure Letter sets forth a true, (i) the correct and complete liststreet address and tax parcel identification number of each parcel of real property pertaining to the Business and owned by the Company as of the date hereof (the “Owned Real Property”) and (ii) a list of all real property leases (the “Real Property Leases”) under which the Company leases real property as a lessee or sublessee with respect to the Business (the “Leased Real Property,” and together with the Owned Real Property, collectively, the “Real Property”) and the street address of such property. Except as set forth on Schedule 3.06(a), the real property leases with respect to the Leased Real Property set forth on Schedule 3.06(a) are in full force and effect, have not been amended or modified except as set forth on Schedule 3.06(a), and there are no defaults or events that with the passage of time or notice would constitute a default under such real property leases by any party thereto. Except for the Real Property, neither (x) as of the date hereof, the Company, nor (y) as of the Closing, FilterCo, owns any interest (fee, leasehold or otherwise) in any real property used in connection with the Business, and neither the Company nor FilterCo has entered into any leases, arrangements, licenses or other agreements relating to the use, occupancy, sale, option, disposition or alienation of all or any portion of the Real Property. Holdings does not own any interest (fee, leasehold or otherwise) in any real property. (b) Except as set forth on Schedule 3.06(b), as of the date hereof, the Company enjoys, and as of this Agreement the Closing, FilterCo, will enjoy peaceful and undisturbed possession of (w) the street address of each parcel of Leased Real Property, and no Person has any right to possession, lease, occupancy or enjoyment of the Real Property other than the Company or FilterCo, as applicable. (c) Except as set forth on Schedule 3.06(c), (x) the identity as of the lessordate hereof, lessee the Company has, and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) as of the terms Closing, FilterCo, will have good, record, marketable and rental payment amounts pertaining insurable fee simple title to each such parcel of Leased the Owned Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate interest in such each Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (iid) The Company and its Subsidiaries have delivered to Acquiror trueTo the Company’s knowledge, correct there are no pending or threatened eminent domain, condemnation, zoning or other Proceedings affecting the Real Property that would result in the taking of all or any part of the Real Property or that would prevent or hinder in any material respect the continued use of the Real Property as currently used in the conduct of the Business. (e) True and complete copies of (i) all leasesdeeds or leases (including any and all amendments or modifications thereto and, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by any lease is not in writing, a summary of the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’material terms thereof), as applicablethe case may be, possession existing title insurance policies, surveys, appraisals, specifications and quiet enjoyment plans of the Leased or pertaining to each parcel of Real Property under such Real Property Leases has not been materially disturbed andand (ii) all instruments, there are no material disputes pending agreements and other documents evidencing, creating or to the knowledge of the Company threatened constituting any Liens, other than Permitted Liens, with respect to such the Real Property Leases. (iv) To the knowledge of the Company, no party, other than Liens that will released at or prior to the Company Closing), have been made available to the Buyer or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereofrepresentatives. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.13(a) of the Company Disclosure Letter sets forth a true, correct complete and complete accurate list, as of the date of this Agreement Agreement, of all real property owned by the Company or any of its Subsidiaries, which real property includes all of the buildings, structures and other improvements thereon (w) the street address of each parcel of Leased “Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property”). Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds has good fee simple title to all Owned Real Property, free and clear of all Liens other than Permitted Liens. There is no real property which, as of the date of this Agreement, is under contract by the Company or any of its Subsidiaries for purchase after the date of this Agreement. There are no real properties that the Company or any of its Subsidiaries is obligated to buy at some future date. (b) None of the Company and/or its Subsidiaries is in default or violation of, or not in compliance with, any Law or Order applicable to its occupancy of the Leased Real Property subject to the Lessee Leases except for any conflicts, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a good Company Material Adverse Effect. With respect to the Leased Real Property, the Company and/or its Subsidiaries have and valid own valid, legally binding and enforceable leasehold estate estates in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company . As of the date of this Agreement, no purchase option, right of first refusal or first offer or other purchase right has been exercised, and its Subsidiaries have delivered no letter of intent to Acquiror truepurchase has been signed, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Subsidiaries for any Leased Real Property Leases”), and none of such Real Property Leases for which the purchase has been modified in any material respect, except not closed prior to the extent that such modifications have been disclosed by the copies delivered to Acquirordate of this Agreement. (iiic) The Company’s and its Subsidiaries’Except as would not reasonably be expected to have, as applicableindividually or in the aggregate, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anda Company Material Adverse Effect, there are no material disputes pending or to the knowledge of the Company threatened or one of its Subsidiaries has exclusive possession of each Company Property, other than any use or occupancy rights granted to any third-party owner, tenant or licensee pursuant to Contracts entered into with such Persons with respect to such Real Company Property Leasesin the ordinary course of business. (ivd) To There are no existing, pending or, to the knowledge Knowledge of the Company, no partythreatened in writing appropriation, other than condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property or, to the Company or its SubsidiariesKnowledge of the Company, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither Property. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any condemnation proceeding Governmental Entity or proposed similar Action other Person to take or agreement for taking use any of the Company Properties. (e) The Company and each of its Subsidiaries, as applicable, is in lieu possession of condemnation title insurance or valid marked-up title commitments evidencing title insurance with respect to any portion each Company Property (each, a “Company Title Insurance Policy”). As of the Leased Real Property. No material defaults date hereof, no written claim has been made against any Company Title Insurance Policy which remains pending. (f) Section 3.13(f) of the Company Disclosure Letter sets forth a complete and accurate list of each Company Property which is (i) under development or re-development as of the date hereof, and describes the status of such development or re-development as of the date hereof, and (ii) which is subject to a binding agreement for development or commencement of construction by (A) the Company or any of its Subsidiaries or (B) Subsidiaries, in each case, other than those pertaining to minor capital repairs, replacements and other similar correction of deferred maintenance items in the knowledge ordinary course of business. None of the Company, any landlord of its Subsidiaries or sub-landlord, as applicable, presently exists under any Real Property Leaseof their respective agents is currently performing any other renovation or construction project which has an aggregate projected costs in excess of $5,000,000 at any Company Property.

Real Property. (ai) HPBC does not own any interest in any real property (other than as lessee) except as set forth in Section 4.19(a3.4(e)(i) of the Company Disclosure Letter sets forth a true, correct and complete list, Memorandum (such properties being referred to herein as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property“HPBC Realty”). Except as would not be or reasonably be expected to be material disclosed in Section 3.4(e)(i) of the Disclosure Memorandum, HPBC has good title to the business HPBC Realty and the titles to the HPBC Realty purchased after December 31, 1999 are covered by title insurance policies providing coverage in the amount of the Company and its Subsidiaries (taken as a whole), with respect to each parcel original purchase price. HPBC has not materially encumbered the HPBC Realty since the effective dates of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liensthe respective title insurance policies. (ii) The Company Except as set forth in Section 3.4(e)(ii) of the Disclosure Memorandum, the interests of HPBC in the HPBC Realty and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and under each of the HPBC Leases are free and clear of any and all Liens and are subject to no present claim, contest, dispute, action or, to the Leased Real Property by knowledge of HPBC, threatened action at law or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquirorequity. (iii) The Company’s present use and its Subsidiaries’operations of, as applicableand improvements upon, possession the HPBC Realty and quiet enjoyment of all real properties included in the Leased Properties (the “HPBC Leased Real Property under such Real Property Leases Properties”) are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any violation or alleged violation thereof has not been materially disturbed andreceived, and there are no material disputes pending proposed changes therein that would affect the HPBC Realty, the HPBC Leased Real Properties or to the knowledge of the Company threatened with respect to such Real Property Leasestheir uses. (iv) To the knowledge Except as set forth in Section 3.4(e)(iv) of the CompanyDisclosure Memorandum, no partyrent has been paid in advance and no security deposit has been paid by, other than the Company nor is any brokerage commission payable by or its Subsidiariesto, has HPBC with respect to any right to use or occupy the Leased Real Property or HPBC Lease, in each case, in any portion thereofmaterial amount. (v) Neither HPBC is not aware of any proposed or pending change in the Company nor zoning of, or of any proposed or pending condemnation proceeding with respect to, any of its Subsidiaries has received written notice of any condemnation proceeding the HPBC Realty or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the HPBC Leased Real Property. No material defaults Properties which may adversely affect the HPBC Realty or the HPBC Leased Real Properties, or their current use or the use currently contemplated by HPBC. (Avi) The buildings and structures owned, leased or used by HPBC are, taken as a whole, in good operating order (except for ordinary wear and tear), usable in the Company or its Subsidiaries or (B) ordinary course of business, and are sufficient and adequate to carry on the knowledge business and affairs of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseHPBC.

Real Property. (a) Section 4.19(a4.16(a) of the Company Disclosure Letter sets forth a true, correct and complete list, list of all material real property owned by the Company or any of its Subsidiaries as of the date of this Agreement of hereof (w) the street address of each parcel of Leased “Company Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property”). Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the The Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a has good and valid leasehold estate title in such Leased fee simple to all Company Owned Real Property, free and clear of all LiensLiens of any nature whatsoever, except (i) Liens for Permitted Lienscurrent Taxes, payments of which are not yet delinquent or are being disputed in good faith, (ii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the 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’ business operations (in the manner presently carried on by the Company or such Subsidiaries), or (iii) for such matters which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Section 4.16(b) of the Company Disclosure Letter 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 for each Company Material Leased Real Property (the “Company Leases”) has been filed as an exhibit to the Company SEC Documents prior to the date hereof or has been delivered or made available to Parent and Merger Sub. With respect to each of the Company Leases: (i) such Company Lease is legal, valid, and binding on the Company or its Subsidiary party thereto, and, to the Company’s knowledge, each other Person party thereto, and is enforceable and in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting 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 the transactions contemplated by this Agreement do not require the consent of any other party to such Company and its Subsidiaries have delivered to Acquiror trueLease, correct and complete copies will not result in a breach of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy ofdefault under such Company Lease, or otherwise granting a right 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, to the Leased Real Property by or to knowledge of the Company or any of its Subsidiaries, including all amendmentsas the case may be, terminations any other party to the Company Lease is in material breach or default under such Company Lease, and modifications thereof (collectivelyno event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the “Real Property Leases”)passage of time or both, and none would constitute such a breach or default, or permit the termination, modification or acceleration of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property rent under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. Lease; (iv) To the knowledge of the Companyother party to such Company Lease is not an Affiliate of, no partyand otherwise does not have any economic interest in, other than 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 the 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, except in the case of (i) through (vi) above, for any such case that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (vc) 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 violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any regulatory authority or other Person relating to any Company Material Leased Real Property or 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). (d) Neither the Company nor any of its Subsidiaries Subsidiaries, as the case may be, has received written any notice from any insurance company of any condemnation proceeding material defects or proposed similar Action inadequacies in the Company Material Leased Real Table of Contents Property or agreement for taking any part thereof, which would materially and adversely affect the insurability of the same or of any termination or threatened (in lieu writing) termination of condemnation with respect any policy of insurance relating to any portion of the such Company Material Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.15(a) of the Company FA Disclosure Letter Schedule sets forth a true, correct true and complete listlist of all real property and interests in real property owned or purported to be owned by FA or any of its Subsidiaries that has a value individually of at least $10 million (collectively, as of the date of this Agreement of (w) the street address of each parcel of Leased “FA Owned Real Property, (x”) and the identity of the lessor, lessee and current occupant (if different from lessee) of address for each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased FA Owned Real Property. Neither FA or its Subsidiaries, as the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material case may be, holds good and marketable fee title to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased FA Owned Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct Section 4.15(b)(i) of the FA Disclosure Schedule sets forth (i) a true and complete copies list of all leasesreal property leased, lease guaranties, subleases, agreements for the leasing, use or occupancy of, subleased or otherwise granting a right in and to the Leased Real Property occupied but not owned by or to the Company FA or any of its SubsidiariesSubsidiaries with, including all amendmentsas applicable, terminations and modifications thereof annual rental payments expected to be paid by FA or such Subsidiary for calendar year 2015 in excess of $1 million per lease, sublease or otherwise (collectively, the “FA Leased Real Property LeasesProperty”), and none (ii) the address for each parcel of such FA Leased Real Property Leases has been modified in any material respectProperty, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment a description of the Leased Real Property under such Real Property Leases applicable lease, sublease, occupancy agreement or other agreement therefor and any and all material amendments, modifications and side letters relating thereto (true and correct copies of each of which FA has not been materially disturbed and, there are no material disputes pending or delivered to the knowledge of the Company threatened with respect to such Real Property Leases. GSM) and (iv) To the knowledge current rent amounts payable by FA or any of the Company, no party, other than the Company its Subsidiaries related to each FA Leased Real Property. FA or its Subsidiaries, as the case may be, has any right to use a valid and subsisting leasehold or occupy subleasehold interest in the FA Leased Real Property or any portion thereoffree and clear of all Liens, except for Permitted Liens. (vc) Neither The FA Owned Real Property and the Company FA Leased Real Property are referred to collectively herein as the “FA Real Property.” The FA Real Property constitutes all real property necessary for the conduct of the business of FA and its Subsidiaries, taken as a whole, as currently conducted. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, material liability to FA or its Subsidiaries or otherwise materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted: (i) each parcel of FA Real Property is in compliance in all respects with all existing Laws applicable to such FA Real Property, and (ii) neither FA nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation proceeding or proposed other similar Action or agreement for taking in lieu of condemnation with respect Proceedings that are pending, and to FA’s Knowledge there are no such Proceedings threatened, affecting any portion of the Leased FA Real Property and neither FA nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of FA, there is no such Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the FA Real Property. No Other than the FA Lease Agreements, there are no leases, subleases, licenses or other agreements granting any Person the right to use or occupy any of the FA Real Property or any portion thereof; and no other Person is in possession of any FA Real Property or portion thereof. Neither FA nor any of its Subsidiaries has granted any option or other right to any third party to purchase any of the FA Real Property or portion thereof. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a material defaults by impact the conduct of the business of FA and its Subsidiaries as currently conducted, each FA Real Property and all buildings, structures, improvements and fixtures located on, under, over or within the FA Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear. (Ad) Neither FA nor any of its Subsidiaries is a lessee under any lease or sub-lease of any mining property. (e) Except as has not and would not reasonably be expected to, individually or in the Company aggregate, materially impair the conduct of the business, financial condition or results of operations of FA and its Subsidiaries as currently conducted: (i) FA or its Subsidiaries has adequate rights of ingress and egress with respect to the FA Concession Properties, and to all fixtures and improvements used by FA or such Subsidiary in its operations on such FA Concession Properties, as applicable; (Bii) all FA Concession Contracts are sufficient to operate the business of FA and its Subsidiaries as it is currently conducted; (iii) to the knowledge Knowledge of FA, the CompanyFA Concession Contracts will afford FA or its Subsidiaries the right to extract and sell minerals from the FA Concession Properties in a manner consistent with the business of FA and its Subsidiaries as it is currently conducted; (iv) the FA Concession Contracts include all real estate leasehold rights necessary to conduct mining and reclamation activities necessary to operate the business of FA and its Subsidiaries as it is currently conducted; and (v) all location fees, any landlord mining claim rental fees, maintenance fees or sub-landlord, similar payment obligations required to hold each such FA Concession Property and maintain it in good standing have been paid or other similar payment obligations related to the FA Concession Contracts or the extraction of minerals by FA or its Subsidiaries from the FA Concession Properties that were due and payable have been or will be paid in full without setoff or claims unless otherwise accurately and fully reserved for or recorded and accrued as applicable, presently exists under any Real Property Leasea payable in the FA Financial Statements.

Real Property. (a) Section 4.19(a3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list(in all material respects) list of all real property owned in fee simple by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as had not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and its Subsidiaries have valid title, in fee or valid leasehold, easement or other rights, in each case, free and clear of all liens other than Permitted Liens, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and its Subsidiaries to conduct their business as currently conducted. (b) Section 3.14(b) of the Company Disclosure Letter sets forth a true, correct and complete (in all material respects) list as of the date of this Agreement of the leases, licenses, subleases and occupancy agreements with an aggregate base rent paid by the Company or its Subsidiaries in the four (w4) consecutive fiscal quarters ended December 30, 2023 exceeding one million dollars ($1,000,000) (the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased “Real Property and (zLeases”) with respect to all property leased, licensed, subleased or otherwise used or occupied by the current use of each such parcel of Leased Real PropertyCompany or its Subsidiaries. Neither the Company nor any of its Subsidiaries owns is in default under any real property. Except Real Property Lease, and no event has occurred that, with notice, lapse of time or both, would constitute a material default under any Real Property Lease by the Company or any of its Subsidiaries, except as had not had, and would not be or reasonably be expected to have, a Company Material Adverse Effect. (c) Except as had not had, and would not reasonably be expected to have, a Company Material Adverse Effect, all buildings, structures, fixtures, building systems and equipment, including module manufacturing and PIC fabrication equipment, located on the Owned Real Property or real property leased pursuant to a Real Property Lease in Pennsylvania and California (the “Improvements”) are sufficient in all material to respects for the operation of the business of the Company and its Subsidiaries (taken as a whole)it is currently conducted in Pennsylvania and California, with respect subject to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good reasonable wear and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Lienstear. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Each of ANNB and the ANNB Subsidiaries has good and marketable title free and clear of all Liens to all real property owned by such entity (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which ANNB or any of ANNB Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”), has heretofore been made available to FNB. Each Lease is valid, binding and enforceable against ANNB or the ANNB Subsidiary party thereto, as the case may be, in accordance with its terms and is in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies. There is not under any such Lease any material existing default by ANNB or any of the ANNB Subsidiaries or, to the knowledge of ANNB, any other party thereto, or any event which with notice or lapse of time or both would constitute such a default. The consummation of the transactions this Agreement contemplates will not cause any default under the Leases, provided necessary consents disclosed in Section 4.19(a3.17(b) of the Company ANNB Disclosure Letter sets forth Schedule have been obtained and are in effect, except for any such default which would not, individually or in the aggregate, have a true, correct Material Adverse Effect on ANNB. (c) The Owned Properties and complete list, the properties leased pursuant to the Leases (the “Leased Properties”) constitute all of the real estate on which ANNB and the ANNB Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all LiensAgreement, except for Permitted Lienslocations the loss of which would not result in a Material Adverse Effect on ANNB. (iid) The Company and its Subsidiaries have delivered to Acquiror true, correct A true and complete copies copy of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and each agreement pursuant to the Leased Real Property by or to the Company which ANNB or any of its Subsidiariesthe ANNB Subsidiaries leases real property to a third party, including all (such agreements, together with any amendments, terminations modifications and modifications thereof (other supplements thereto, collectively, the “Real Property Third Party Leases”), has heretofore been made available to FNB. Each Third Party Lease is valid, binding and none of such Real Property Leases has been modified enforceable in any material respectaccordance with its terms and is in full force and effect, except to as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the extent that such modifications have been disclosed by rights of creditors generally and the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment availability of equitable remedies. To the Leased Real Property under such Real Property Leases has not been materially disturbed andknowledge of ANNB, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material existing defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists a tenant under any Real Property Third Party Lease, and no event has occurred which with notice or lapse of time or both would constitute such a default or which individually or in the aggregate would have a Material Adverse Effect on ANNB.

Real Property. (ai) Section 4.19(aSchedule 3.6(b)(i) sets forth all real property owned by Seller Parties and primarily or exclusively used in connection with the Business (collectively, the "Owned Real Property"). Except as set forth on Schedule 3.6(b)(i), Seller Parties have not leased or granted to any Person the right to possess or use any portion of the Company Disclosure Letter Owned Real Property or granted any unrecorded options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property. (ii) Schedule 3.6(b)(ii) sets forth a true, correct true and complete listdescription of all Real Property currently leased, as of licensed to or otherwise used or occupied (but not owned) by any Seller Party and primarily or exclusively used in connection with the date of this Agreement of Business (wthe Real Property required to be listed on Schedule 3.6(b)(ii), collectively, the "Leased Real Property") the street address of including, for each parcel tract of Leased Real Property, (x) the identity owner, the address, the annual fixed rental, the expiration of the lessorterm, lessee any extension options and current occupant (if different from lessee) any security deposits. Except as set forth on Schedule 3.6(b)(ii), no Seller Party leases any Real Property or any interest in any Real Property used primarily or exclusively in connection with the Business. All of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property is used or occupied by a Seller Party pursuant to a written or oral lease, License or occupancy Contract, (collectively with all amendments, extensions, renewals, guaranties and other agreements with respect thereto, the "Real Property Leases"). A true and correct copy of each written Real Property Lease and a true and correct written description of the terms of each oral Real Property Lease, in each case, with respect to the Leased Real Property required to be listed on Schedule 3.6(b)(ii), has been delivered to Buyer Parties. Each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, subject to the General Enforceability Exceptions. With respect to each Real Property Lease, except as set forth on Schedule 3.6(b)(ii), (A) there are no existing defaults or facts or circumstances requiring a Seller Party to indemnify any other Person thereunder, (B) no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default by a Seller Party or, to the Knowledge of Seller Parties, any other party, to require a Seller Party to indemnify any other Person thereunder or to give Seller Parties or, to the Knowledge of Seller Parties, any other party the right to terminate, accelerate or modify any such Real Property Lease, (C) no Seller Party has subleased or assigned to any Person the right to possess or use any portion of the Leased Real Property or any interest in the Real Property Leases, and (zD) the current use transactions contemplated by this Agreement do not require the consent of each any other party to such parcel Real Property Lease, will not result in a breach or default under such Real Property Lease, and will not otherwise cause such Real Property Lease to cease to be valid, binding, enforceable and in full force and effect on identical terms following the Closing. Except as set forth on Schedule 3.6(b)(ii), no Affiliate of a Seller Party is the owner or lessor of any Leased Real Property. Neither Seller Party has granted to any Person the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy occupy, and no third party is in possession of, the Leased Real Property or any portion thereof. Other than the Owned Real Property, the Leased Real Property comprises all of the Real Property used primarily or exclusively in the Business, and no Seller Party is a party to any Contract to purchase or lease any Real Property or interest therein other than as provided in the Real Property Leases. (viii) Neither the Company nor There are no conditions on any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion parcel of the Leased Real Property. No material defaults by Property that (A) would be revealed by a current and accurate survey of such parcel of the Company or its Subsidiaries or Real Property, and (B) to have or could have a material adverse effect on the knowledge Business or such parcel of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property LeaseProperty.

Real Property. (a) Section 4.19(aPart 2.18(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete listforth, as of the date of this Agreement Agreement, a true, correct and complete legal description of (w) the street address of each parcel of Leased Owned Real Property, including the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which any of the Acquired Companies has an ownership interest. (xi) With respect to each Owned Real Property: (A) the Acquired Companies have good and marketable indefeasible fee simple title to such Owned Real Property, and on the Closing Date such Owned Real Property will be free and clear of all Encumbrances, except Permitted Encumbrances; (B) except as set forth in Part 2.18(a) of the Company Disclosure Schedule, the Acquired Companies have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereon; (C) 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; (D) the Acquired Companies are not parties to any agreement or option to purchase any real property or interest therein relating to, or intended to be used in the operation of, the Acquired Companies’ business; and (E) the use of the Owned Real Property for the various purposes for which it is being used is permitted as of right under all applicable planning, building and zoning laws and is not subject to “permitted nonconforming” use or structure classifications. (b) The Acquired Companies have delivered to Purchaser a true and complete copy of each Owned Real Property Lease. (i) Part 2.18(b) of the Company Disclosure Schedule lists, as of the date of this Agreement, with respect to each Owned Real Property Lease: (A) the identity of the lessor, lessee and current occupant (if different from lessee) of pursuant to each such parcel of Leased Owned Real Property, Property Lease; (yB) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Owned Real Property and Lease; (zC) the current use of each such parcel of Leased Owned Real Property. Neither ; and (D) the Company nor its Subsidiaries owns amount of any real property. security deposit held by the Acquired Companies with respect to each Owned Real Property Lease. (ii) Except as would not be or reasonably be expected to be material to the business set forth in Part 2.18(b) of the Company and its Subsidiaries (taken as a whole)Disclosure Schedule, with respect to each parcel Owned Real Property Lease: (A) the Acquired Companies do not, and will not in the future, owe any brokerage commissions or finder’s fees with respect to any Owned Real Property Lease; (B) the other party to such Owned Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, any of the Acquired Companies; (C) the Acquired Companies have not collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein; (D) there are no liens or encumbrances on the estate or interest created by such Owned Real Property Lease; and (E) each of the Owned Real Property Leases is in full force and effect, and neither the Acquired Companies nor the tenant under any Owned Real Property Lease is in default, and there exist no facts or circumstances that, with the passage of time or the giving of notice, or both, would constitute a default or breach by either the Acquired Companies or the tenant under any Owned Real Property Lease. (c) The Acquired Companies do not lease or sublease any Leased Real Property:Property which is used or intended to be used, or otherwise related to, the Acquired Companies’ business. (d) The Real Property constitutes all the real property used or intended to be used in, or otherwise related to, the Acquired Companies’ business. (e) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are, and on the Closing Date will be, in good working order, subject to normal wear and tear and obsolescence. Except as expressly set forth in this Agreement, the Improvements will be acquired by Purchaser, directly or indirectly, in “as-is, where-is” condition. Notwithstanding any other provision contained in this Agreement or in any of the Related Agreements, each of the Seller and the Acquired Companies expressly disclaim any and all representations, warranties, covenants, obligations or liability relating to any condition set forth on Part 2.10(b) of the Company Disclosure Schedule. (i) The Company All Improvements on the Real Property constructed by or one on behalf of its Subsidiaries holds a good any of the Acquired Companies or constructed by or on behalf of any other Person, were constructed in compliance with all applicable Real Property Laws (as defined herein) and valid leasehold estate in orders (including any building, planning or zoning laws) affecting such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company No Improvements on any Real Property and its Subsidiaries have delivered none of the current uses and conditions thereof violate any Real Property Laws, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, building, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to Acquiror true, correct and complete copies the ownership or operation of all leasesimprovements on the Real Property, lease guarantiesother than those which are transferable with any Real Property, subleasesare required by any Governmental Body having jurisdiction over any Real Property. (iii) To the Knowledge of the Acquired Companies, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased all Improvements on any Real Property by are wholly within the lot limits of such Real Property and do not encroach on any adjoining premises or to the Company lien benefiting such Real Property, and there are no encroachments on any Real Property or any easement, servitude or property right or benefit appurtenant thereto by any improvements located on any adjoining premises. (f) The Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use Laws, including, without limitation, the Americans with Disabilities Act of its Subsidiaries1990, including as amended, and all amendments, terminations and modifications thereof insurance requirements affecting the Real Property (collectively, the “Real Property LeasesLaws”), and none the current use or occupancy of such the Real Property Leases has been modified or operation of the business thereon does not violate any Real Property Laws. (i) The Acquired Companies have not received any notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or the taking of any action for such violation. (ii) There is no pending or, to the Acquired Companies’ Knowledge, anticipated change in any Real Property Law that will have a material respectadverse effect on the ownership, except to lease, use or occupancy of any Real Property or any portion thereof in the extent that such modifications have been disclosed by continued operation of the copies delivered to AcquirorAcquired Companies’ business. (iii) The Company’s All existing water, sewer, steam, gas, electricity, HVAC, telephone, cable, fiber optic cable, Internet access and its Subsidiaries’other utilities required for the construction, as applicableuse, possession occupancy, operation and quiet enjoyment maintenance of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to adequate for the knowledge conduct of the Company threatened with respect Acquired Companies’ business as currently conducted and as currently proposed to such Real Property Leasesbe conducted. (ivg) To There are no condemnation Legal Proceedings, expropriation Legal Proceedings or eminent domain Legal Proceedings of any kind pending or, to the knowledge Knowledge of the CompanyAcquired Companies, no party, other than threatened against the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereofthereof or interest therein. (vh) Neither All the Company nor any Real Property is occupied under a valid and current certificate of its Subsidiaries has received written notice occupancy or similar permit, the Contemplated Transactions will not require the issuance of any condemnation proceeding new or proposed similar Action or agreement for taking amended certificate of occupancy and there are no facts that would prevent the Real Property from being occupied by the Acquired Companies after the Closing in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults same manner as occupied by (A) the Company or its Subsidiaries or (B) Acquired Companies immediately prior to the knowledge of the Company, any landlord or sub-landlordClosing, as applicable. (i) To the Knowledge of the Acquired Companies, presently exists under there is no existing, pending or threatened (i) widening, change of grade or limitation on use of streets, roads or highways abutting any Real Property LeaseProperty, (ii) special Tax or assessment to be levied against any Real Property, or (iii) change in the zoning classification or permitted use of any Real Property.

Real Property. (a) Section 4.19(a3.19(a) of the Company Seller Disclosure Letter sets forth a true, correct and complete listforth, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Propertyhereof, (xi) a correct and complete list of all real property that is or will, following the identity of Restructuring, be owned by an Acquired Company (the lessor, lessee and current occupant (if different from lessee“Owned Property”) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (zii) a correct and complete list of all real property that is or will, following the current use of each such parcel of Leased Real Property. Neither the Restructuring, be leased, subleased or licensed by an Acquired Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be and is either (A) material to the business operation of the Company Business or (B) requires rental payments in excess of $1,000,000 per year (the “Leased Property” and its Subsidiaries the leases, subleases, occupancy agreements and licenses underlying such Leased Property (taken as a wholeor documents having equivalent effect in any jurisdiction), with respect to each parcel of Leased Real Property:collectively, the “Leases”). (ib) The Except for Permitted Encumbrances, an Acquired Company has (or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real will have following the Restructuring) marketable fee simple title to the Owned Property, free and clear of all LiensEncumbrances. An Acquired Company has a valid leasehold or subleasehold interest or licensee rights in and to all Leased Property pursuant to the Leases and fee simple title or a leasehold interest in all material tangible personal property that is reflected in the Audited Financial Statements or that has been acquired since the Audited Balance Sheet Date, in each case free and clear of all Encumbrances, other than Permitted Encumbrances, except for Permitted Liens. (ii) The Company such tangible personal property and its Subsidiaries inventory that has been disposed of in the ordinary course of business. Except as would not reasonably be expected to have delivered a Business Material Adverse Effect, such tangible personal property is, taken as a whole, in good operating condition, subject to Acquiror truenormal wear and tear, correct and complete copies of all leasesis free from defects. Except as would not reasonably be expected to have a Business Material Adverse Effect, lease guarantiesthe buildings and structures owned or leased by the Acquired Companies are structurally sound, subleasesin good operating condition, agreements and are adequate for the leasing, use or occupancy of, or otherwise granting a right in and uses to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)which they are being put, and none of such Real Property Leases has been modified property is in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquirorneed of maintenance or repairs. (iiic) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or With respect to the knowledge of the Company threatened with respect to such Real Owned Property Leases. (iv) To the knowledge of the Companyand Leased Property, no partySeller Business Group Member has (i) leased, other than sublet, assigned, mortgaged or otherwise granted any third party the Company or its Subsidiaries, has any right to use hold or occupy the Leased Real Property all or any portion thereof. , or (vii) Neither as of the Company nor any of its Subsidiaries has date hereof, received written notice of any condemnation proceeding or proposed similar Action action or agreement for taking in lieu of condemnation with respect that, if determined adversely to the relevant Seller Business Group Member, would be material to the Seller Business Group or the Business, nor is any such proceeding, action or agreement pending or threatened in writing or, to Seller’s Knowledge, threatened orally as of the date hereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Property or any portion thereof and no Seller Business Group Member is a party to any portion of the Leased Real agreement or option to sell or transfer any Owned Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) None of the Company or any of its Subsidiaries owns any Owned Real Property. (b) Section 4.19(a4.20(b) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of all Leased Real Property and all Real Property Leases (zas hereinafter defined) the current use of each pertaining to such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use licenses or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiariesagreements, including all amendments, extensions, renewals, guaranties, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has have been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s Company and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(aExcept as set forth on Schedule 2.10(a) the Company does not currently possess, nor has ever possessed, an ownership or leasehold interest in, or otherwise occupied, any real property. The Company is not a party to any agreement or option to purchase any real property or any interest therein. (b) Schedule 2.10(b) describes all of the Company Disclosure Letter sets forth a true, correct and complete list, as real property that is currently used in the conduct of any Company’s businesses (the date of this Agreement of (w) the street address of each parcel of “Leased Real Property, (x) ”). The Company has a valid and existing leasehold interest in the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property pursuant to a written lease, a true and complete copy of which has been previously delivered to Buyer. (zc) Except as set forth on Schedule 2.10(c) the current use Company is the sole occupant and user of each such parcel of the Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyhas not leased, free and clear of all Lienssub-leased, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, licensed or otherwise granting a right in and to granted any Person the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof, except as described on Schedule 2.10(c). The Company has not collaterally assigned or granted any Encumbrance in the underlying lease for the Leased Real Property, except as described on Schedule 2.10(c). (vd) All buildings, structures, fixtures, building systems, and components thereof on or serving the Leased Real Property (the “Improvements”) are in good operating condition and repair and sufficient for the operation of the Company’s businesses. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, prevent the use or the occupancy of the Improvements or in the operation of the Company’s business. (e) The current use and occupancy of the Leased Real Property do not violate any Applicable Laws. Neither the Company nor any of its Subsidiaries Seller has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu violation of condemnation any Applicable Laws with respect to any portion its occupancy of the Leased Real Property. (f) There is no condemnation, expropriation or other proceeding in eminent domain, pending, or to Sellers’ Knowledge, threatened, affecting the Leased Real Property or any portion thereof or interest therein. (g) All certificates of occupancy, permits, licenses, franchises, approvals and authorizations of all Governmental Authorities or any other Person having jurisdiction over the Leased Real Property which are required for the Company’s use or occupancy of the Leased Real Properties have been issued and are in full force and effect. Neither the Company nor any Seller has received written notice from any Governmental Authority or any other Person having jurisdiction over the Leased Real Property threatening a suspension, revocation, modification or cancellation of any such certificate, permit, license, franchise, approval or authorization. (h) The lease pursuant to which the Company occupies the Leased Real Property is legal, valid, binding, enforceable and in full force and effect in accordance with its terms. No material defaults by (A) party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration, under such lease. Such lease will be terminated upon the Closing and, upon such termination, the Company will have no further liability or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseobligation thereunder.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of and its Subsidiaries holds a have (x) good and marketable title to all real property owned in fee by them (the “Owned Real Property”) and (y) valid title to the leasehold estate (as lessee) in all real property and interests in real property leased or subleased by them as lessee or sublessee (the “Leased Real Property”) and (z) valid title to the material easement or other material estate in all real property and interests in real property held by them under material easements or other material agreements creating an interest in such real property (the “Other Real Property” and together with the Owned Real Property and the Leased Real Property, the “Real Property”), in each case free and clear of all Liens, except for the following ((A) through (F) of the following being “Permitted Liens.”): (iiA) The Liens that secure Indebtedness or other obligations as reflected on the Company Financial Statements or Indebtedness or other obligations listed on Section 6.1(q)(i)(A) of the Company Disclosure Letter; (B) easements, covenants, conditions, rights of way, encumbrances, restrictions, defects of title and other similar matters of public record (other than such matters that, individually or in the aggregate, materially adversely impair the conduct of the business of the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (C) zoning, planning, building and other applicable Laws regulating the use, development and occupancy of real property and Permits, consents and rules under such Laws (other than such matters that, individually or in the aggregate, materially adversely impair the conduct of the business of the Company or its Subsidiaries as currently conducted at the facility associated with the Real Property); (D) Liens that have delivered to Acquiror true, correct and complete copies been placed by a third party on the fee title of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or that are subordinate to the rights therein of the Company or any of its SubsidiariesSubsidiaries or that, including all amendmentsif foreclosed, terminations and modifications thereof (collectively, would not materially adversely impair the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment conduct of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge business of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its SubsidiariesSubsidiaries as currently conducted at the facility associated with the Real Property); (E) mechanics, has any right materialmens’, or laborers’ Liens for work or services performed or equipment, machinery, materials, or other items furnished in the ordinary course of business consistent with past practice of the Company or of its Subsidiaries that (x) are for amounts not then due and payable or delinquent or (y) have been released, discharged or otherwise removed of record by the posting or filing of a ▇▇▇▇ ▇▇▇▇ or similar bond, in form and substance as required by applicable Law to use release or occupy discharge the Leased Lien; and (F) such other matters that, individually or in the aggregate, do not materially impair the use, operation, value or marketability of the specific parcel of Real Property to which they relate or any portion thereofthe conduct of the business of the Company and its subsidiaries as presently conducted at such specific parcel of real property. (vii) Neither the Company nor any of its Subsidiaries has received written notice is obligated under, or a party to, any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of any condemnation proceeding material Owned Real Property or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company thereof or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseinterest therein.

Real Property. (a) Section 4.19(a) of With respect to the Company Disclosure Letter sets forth a true, correct Nalco Owned Real Property and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Nalco Leased Real Property all material buildings, structures, fixtures and (z) improvements are in all respects adequate and sufficient and in satisfactory condition, to support the current use operations of each such parcel of Leased Real Property. Neither Nalco and the Company nor its Nalco Subsidiaries owns any real property. Except as presently conducted, except in respects that, individually or in the aggregate, have not had and would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries have a Nalco Material Adverse Effect. (taken as a whole), with b) With respect to each parcel of Leased Nalco Owned Real Property: Property (i) The Company Nalco or one of its Subsidiaries holds a the applicable Nalco Subsidiary has good and valid leasehold estate in marketable fee simple (or equivalent) title to such Leased Nalco Owned Real Property, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered there are no outstanding written agreements or other Contracts to Acquiror truepurchase, correct and complete copies of all leasesexchange, place a Lien against, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased transfer such Nalco Owned Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or or, to the knowledge of Nalco, threatened condemnation or other Proceedings relating to the Company threatened with respect Nalco Owned Real Property, except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to such Real Property Leaseshave a Nalco Material Adverse Effect. (ivc) To With respect to each Lease relating to a parcel of Nalco Leased Real Property (i) Nalco or the knowledge applicable Nalco Subsidiary that is party thereto has good and valid leasehold interests in such Lease (subject to the terms of the Companyapplicable Lease governing its interests therein), no partyin each case free and clear of all Liens, other than Permitted Liens, (ii) each such Lease is the Company legal, valid, binding and enforceable obligation of Nalco or its Subsidiariesthe applicable Nalco Subsidiary that is lessee thereunder and (iii) Nalco or the applicable Nalco Subsidiary has complied with the terms of such Lease, has any right except, in each case, in respects that, individually or in the aggregate, have not had and would not reasonably be expect to use or occupy the Leased Real Property or any portion thereofhave a Nalco Material Adverse Effect. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a2.14(a) of the Company Seller Disclosure Letter sets forth a true, correct true and complete listlist of (i) all real property and interests in real property owned in fee by Seller or any of its Subsidiaries that is exclusively used in connection with the Snacks Business (together with the Mechelen Facility, as the “Owned Real Property”), (ii) any real property leases or subleases to which the Seller or any of its Subsidiaries is a lessee and with respect to which all of the date of this Agreement of real property leased or subleased thereunder is used in connection with the Snacks Business and is material to the Snacks Business, (w) the street address of each parcel of “Real Property Leases,” and such real property, the “Leased Real Property”), and (xiii) any other real property that is owned in fee or leased, subleased, licensed or otherwise used by Seller or any of its Affiliates and utilized by Seller or any of its Affiliates to manufacture, distribute or sell the identity products of the lessor, lessee Snacks Business and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be that is material to the business of the Company and its Subsidiaries Snacks Business (taken as a whole), with respect to each parcel of Leased “Shared Operational Real Property: (i) The Company or one ”). For the avoidance of its Subsidiaries holds a good and valid leasehold estate in such Leased doubt, “Shared Operational Real Property, free and clear of all Liens, except for Permitted Liens” will not be deemed to include any real property utilized by Seller’s “Global Business Services” unit to provide support to the Snacks Business. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct True and complete copies of all leasesReal Property Leases have been made available to Acquiror. Each Real Property Lease is a valid and binding agreement of Seller or its Subsidiary that is a party thereto and, lease guarantiesto the Knowledge of Seller, subleasesis in full force and effect and enforceable by Seller or such Subsidiary in accordance with its terms, agreements for except as is not, individually or in the leasingaggregate, use material to the Snacks Business. Except as has not had and would not reasonably be expected to have, individually or occupancy ofin the aggregate, a Snacks Business MAE, each of Seller and its Subsidiaries has performed all obligations required to be performed by it to date under the Real Property Leases to which it is a party and is not (with or without the lapse of time or the giving of notice, or otherwise granting both) in breach or default thereunder and, to Seller’s Knowledge, no other party is in breach or default under any such Real Property Lease. (c) Seller or a right in and Subsidiary of Seller has valid fee title to the all Owned Real Property, subject to no Security Interests except for Permitted Encumbrances. (d) No parcel of Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor nor, to Seller’s Knowledge, has any condemnation, expropriation or taking been proposed, except as would not be material to the Company or any of its SubsidiariesSnacks Business. There is no pending or, including all amendmentsto Seller’s Knowledge, terminations and modifications thereof (collectivelythreatened, Action that would interfere with the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Owned Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement Agreement, of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms term and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iiic) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, to the knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivd) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (ai) Section 4.19(aEach real property lease Contracts for the properties used in connection with the JCA Entities that are set forth on Schedule 4.14(a) of hereto (the Company Disclosure Letter sets forth a true, correct “JCA Real Property Leases”) and complete list, as of the date of this Agreement of real property to which it relates (w) the street address of each parcel of “JCA Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole”), with respect to each parcel of Leased Real Property: (i) The Company is in full force and effect and AGCO or one of its Subsidiaries holds a the applicable JCA Entities has good and valid leasehold estate in title to the real property to which each JCA Real Property Lease relates pursuant to such Leased JCA Real PropertyProperty Lease, free and clear of all Liens other than Permitted Liens, except for Permitted Liens. in each case where such failure would not reasonably be expected to have, individually or in the aggregate, a JCA Material Adverse Effect; (ii) The Company and its Subsidiaries have delivered to Acquiror truethere are no defaults by AGCO or a JCA Entity (or any conditions or events that, correct and complete copies after notice or the lapse of all leasestime or both, lease guaranties, subleases, agreements for the leasing, use would constitute a default by AGCO or occupancy of, or otherwise granting a right in JCA Entity) under any JCA Real Property Lease and to the Leased Real Property by or to the Company or any Knowledge of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andAGCO, there are no material disputes pending defaults by any other party to such JCA Real Property Lease (or any conditions or events that, after notice or the lapse of time or both, would constitute a default by such other party) under such JCA Real Property Lease, except where such defaults would not reasonably be expected to have, individually or in the knowledge aggregate, a JCA Material Adverse Effect; (iii) there are no subleases, licenses or occupancy agreements pursuant to which any third party is granted the right to use the JCA Leased Real Property other than as set forth on Section 4.14 of the Company threatened with respect to such Real Property Leases. AGCO Disclosure Schedule; (iv) To there is no Person (other than AGCO or the knowledge applicable JCA Entities) in possession of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the JCA Leased Real Property or any portion thereof. ; and (v) Neither the Company as of September 28, 2023, neither AGCO nor any of its Subsidiaries Affiliates has received any written notice of that any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any material portion of the JCA Leased Real Property will be condemned, requisitioned or otherwise taken by any public authority. (b) With respect to the JCA Leased Real Property. No material defaults by (A, neither AGCO nor any JCA Entity has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate, other than as set forth on Section 4.14(b) the Company or its Subsidiaries or (B) to the knowledge of the Company, AGCO Disclosure Schedule. (c) None of AGCO’s nor any landlord or sub-landlord, as applicable, presently exists under any JCA Entity’s current use of the JCA Leased Real Property Leaseviolates in any material respect any restrictive covenant of record or applicable Law that affects such property. The facilities at each of the JCA Leased Real Properties are in good operating condition in all material respects (except for reasonable and customary wear and tear) and are adequate and suitable for their current uses and purposes. (d) None of the JCA Entities has ever owned any real property.

Real Property. (a) Except as set forth in Section 4.19(a) 2.15 of the Company Disclosure Letter sets forth Schedule, neither the Company nor any of its Subsidiaries owns or has owned any real property since March 1, 2005. Section 2.15 of the Company Disclosure Schedule contains a true, correct complete and complete list, accurate list as of the date of this Agreement of all leases, subleases or other similar arrangements pursuant to which the Company or any of its Subsidiaries leases any interest in real property (w) the street address of each parcel of Leased Real Property“Leases“). True, (x) the identity correct and complete copies of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining Leases have been provided to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material Parent prior to the business date of this Agreement. The Company or a Subsidiary of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one has valid leasehold interests in all of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyleased properties, free and clear of all Liens, Liens (except for Permitted Liens. (ii) The Company Liens and its Subsidiaries have delivered to Acquiror trueall other title exceptions, correct defects, encumbrances and complete copies other matters, whether or not of all leasesrecord, lease guaranties, subleases, agreements which do not materially affect the continued use of the property for the leasing, use or occupancy of, or otherwise granting a right in and to purposes for which the Leased Real Property property is currently being used by or to the Company or any a Subsidiary of the Company as of the date of this Agreement). The Leases constitute the valid and binding obligations of the Company or its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andas tenants, there are no material disputes pending or enforceable in accordance with their terms, subject to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) Bankruptcy and Equity Exception. To the knowledge of the Company, no partycondemnation or similar proceeding has been commenced or threatened against the real property subject to the Leases. To the knowledge of the Company, other than none of the real property subject to the Leases has been materially damaged or destroyed, and the real property subject to the Leases, together with all fixtures and improvements thereon, are in good working order and condition. The Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of and its Subsidiaries has received written notice of that are the applicable tenants under the Leases (i) are not in material breach under Leases to which they are parties, and to their knowledge, the landlords are not in material breach under the Leases to which they are parties, (ii) have not prepaid any condemnation proceeding rents or proposed similar Action or agreement other amounts payable under the Leases more than 30 days in advance, and have not paid any security deposits and (iii) have obtained all necessary material certificates, permits, licenses and other approvals, governmental and otherwise, necessary for taking in lieu of condemnation with respect to any portion the use, occupancy and operation of the Leased Real Property. No material defaults by leased premises and the conduct of their business (Aincluding certificates of completion and certificates of occupancy) and all required zoning, building code, land use and other similar permits or approvals, all of which are in full force and effect as of the Company or its Subsidiaries or (B) date of this Agreement and, to the knowledge of the Company, any landlord not subject to revocation, suspension, forfeiture or sub-landlord, as applicable, presently exists under any Real Property Leasemodification.

Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Section 4.19(a3.13(b) of the Company Disclosure Letter sets forth Schedule of Exceptions contains a truecomplete and accurate list of all existing leases, correct and complete listsubleases or other agreements (collectively, as of the date of this Agreement of “Leases”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (w) such property, the street address of each parcel of “Leased Real Property, (x) ”). The Company has made available to Parent prior to the identity Effective Date a complete and accurate copy of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel all Leases of Leased Real Property (including all modifications, amendments, supplements, waivers and (z) the current use of each such parcel of Leased Real Propertyside letters thereto). Neither The Company and/or the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company have and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and own valid leasehold estate interests in such the Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. The Company Leased Real Property constitutes all interests in real property used, occupied or held for use in connection with the business of the Company and the Company Subsidiaries and which are necessary for the continued operation of the business of the Company and the Company Subsidiaries as the business is currently conducted and as currently proposed to be conducted. (iic) The Company and its Subsidiaries have delivered With respect to Acquiror true, correct and complete copies each of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to Leases: (i) the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Companyapplicable Company Subsidiary’s and its Subsidiaries’possession, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases relating to each Lease has not been materially disturbed anddisturbed, and to the Knowledge of the Company, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) neither the Company nor any Company Subsidiary owes any brokerage commissions or finder’s fees with respect to such Lease; (iv) neither the Company nor any Company Subsidiary has assigned, collaterally assigned, subleased, licensed, granted any option or right of first refusal or first offer or granted any security interest in any Lease or any interest therein other than Permitted Liens; and (v) the Company and the Company Subsidiaries have paid all sums due and observed and performed the covenants and obligations on the part of the tenant and the conditions contained in the Leases. (ivd) To the knowledge All of the Company, no party, other than Leases are each in full force and effect and valid and enforceable by and against the Company or and/or a Company Subsidiary, as applicable, and the lessor in accordance with its Subsidiariesterms, has any right subject to use or occupy the Leased Real Property or any portion thereof. (v) Neither Enforceability Exceptions, and neither the Company nor any Company Subsidiary is in breach of its Subsidiaries or default under, or has received written notice of any condemnation proceeding breach of or proposed similar Action or agreement for taking in lieu of condemnation with respect to default under, any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) such Lease, and, to the knowledge Knowledge of the Company, no event has occurred that with notice or lapse of time or both would or would reasonably be expected to constitute a breach or default thereunder by the Company or any landlord Company Subsidiary or sub-landlordany other party thereto. (e) To the Knowledge of the Company, as applicable(i) each of the Company and the Company Subsidiaries has all material Permits necessary for the current use by it of each applicable Leased Real Property, presently exists under (ii) no material default or violation by the Company or any Company Subsidiary has occurred in the due observance of any such Permit and (iii) the current uses of each Leased Real Property Leasecomply with applicable Laws.

Real Property. (a) Section 4.19(aSchedule 3.14(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither real property owned or leased by the Company nor or its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be that is material to the business of Company's Business, and the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate are in such Leased Real Property, free and clear possession of all Liens, except for Permitted Liens. (ii) such owned real property. The Company and its Subsidiaries have delivered rights of ingress and egress with respect to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements such real property that are adequate for the leasing, current use or occupancy ofand operation of such real property and improvements in connection with the Company's Business. None of such real property, or otherwise granting a right in the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and to the Leased Real Property by health or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified other applicable Law in any material respect, except for such contraventions or violations as could not reasonably be expected to the extent that such modifications have been disclosed by the copies delivered to Acquirorresult in a Company Material Adverse Effect. (iiib) 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 '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, possession have obtained all easements and quiet enjoyment rights of way required to use and operate the Leased Real Property under real property owned or leased by them in all material respects in the manner in which such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to real property is currently being used and operated in connection with the knowledge of the Company threatened with respect to such Real Property LeasesCompany's Business. (ivd) To the knowledge of the CompanyExcept as set forth on Schedule 3.14(d), no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither neither the Company nor any of its Subsidiaries has received written notice of is a party to any condemnation proceeding lease, assignment or proposed similar Action arrangement (1) under which it is a lessor or agreement for taking in lieu of condemnation 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 third party (other than an Affiliate). (e) The Company has made available to Parent or its representatives the Leased Real Property. No material defaults by (A) most recent studies in the Company's or its Subsidiaries' possession of the coal quality of the coal reserves of the Company's or its Subsidiaries' mines that were prepared by, or at the request of, and that are in the possession of, the Company or its Subsidiaries Subsidiaries. The Company makes no representation or (B) warranty with respect to the knowledge accuracy of any such study. (f) Except as set forth on Schedule 3.14(f), none of the coal reserves that comprise any portion of the Company, any landlord 's or sub-landlord, as applicable, presently exists under any Real Property Leaseits Subsidiaries' assets are subject to coal leases to third parties.

Real Property. (a) Section 4.19(a3.15(a) of the Company Seller Disclosure Letter Schedules sets forth a true, complete and correct and complete list, as of the date of this Agreement of (w) the street address Agreement, of each parcel of Leased real property owned by the Acquired Companies which is material to the operations of the Acquired Companies being conducted as of the date hereof (such property collectively, the “Company Owned Real Property” and, together with the Company Owned Real Property, (x) hereinafter collectively, the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased “Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be or reasonably be expected to be material to have, individually or in the business of the aggregate, a Company and its Subsidiaries (taken as a whole)Material Adverse Effect, with respect to each parcel of Leased Real Property: (i) The Acquired Company or one of its Subsidiaries holds a has good and valid leasehold estate in title to such Leased Company Owned Real Property, free and clear of all Liens, except for other than Permitted Liens. . As of the date hereof, no Acquired Company has received written notice of any pending or threatened condemnation proceeding with respect to any Company Owned Real Property, except proceedings that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.15(a) of the Seller Disclosure Schedules, with respect to each Company Owned Real Property, (i) there are no outstanding options or rights of first refusal to purchase the Company Owned Real Property, or any portion or interest therein, and (ii) The no Acquired Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, has leased or otherwise granting a right in and granted to any Person the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased such Company Owned Real Property or any portion thereof, except for leases for occupancy in the ordinary course of business consistent with past practice. (vb) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion Section 3.15(b) of the Seller Disclosure Schedules sets forth a complete and correct list, as of the date of this Agreement, of each lease of the Acquired Companies that is material to the operations of the Acquired Companies being conducted as of the date hereof (collectively, the “Material Leases” and each such property respectively leased pursuant thereto, the “Company Leased Real Property”). No material defaults by (A) the Company or its Subsidiaries or (B) The Seller has delivered to the knowledge Acquirors true, complete and correct copies of the Companyeach Material Lease, any landlord and there have been no amendments, modifications or sub-landlord, as applicable, presently exists under any Real Property Lease.extensions of such Material Leases other than those set forth in Section 3.15(b)

Real Property. (a) Section 4.19(a) 5.20 of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement Agreement, of (wi) the street address of each parcel of Leased Real Property, (xii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (yiii) the terms term and rental payment amounts pertaining to each such parcel of Leased Real Property and Property, (ziv) the current use of each such parcel of Leased Real Property and (v) the Real Property Lease associated with each Leased Real Property. Neither the Company nor its Subsidiaries owns owns, occupies or otherwise uses any real propertyproperty other than the Leased Real Property in connection with its business. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (ia) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respectmodified, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iiic) The Company’s and its Subsidiaries’, as applicable, ’ possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anddisturbed, and there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property LeasesLeases (such materiality assessed with respect to a Company Material Adverse Effect). (ivd) To the knowledge of the Company, no No party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (ve) Neither The Company and each if its Subsidiaries, have complied in all material respects with the terms of the Real Property Leases and all applicable Laws regarding the use of the Leased Real Property (such materiality assessed with respect to each Lease). (f) There is no actual or pending action, dispute, claims or demands against the Company nor or any of its Subsidiaries has received written notice of any condemnation proceeding under or proposed similar Action in connection with the Real Property Leases and, to the Company’s knowledge, there is no fact, matter or agreement for taking in lieu of condemnation with respect circumstance that is reasonably likely to any portion of the Leased Real Propertygive rise to such action, dispute, claim, demand or Action. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists exist under any Real Property Lease. (g) The Company and each of its Subsidiaries have paid in full all applicable government taxes, fees and other payments if and to the extent due and payable by the Company or its Subsidiaries in relation to the Real Property Lease.

Real Property. (a) Section 4.19(a3.1(r)(i) of the Company Apogent Disclosure Letter sets forth a true, correct and complete list, Schedule lists all material real property owned in fee by Apogent or any of its Subsidiaries (the “Apogent Owned Real Property”) or leased by Apogent or any of its Subsidiaries as of lessee (the date of this Agreement of (w) the street address of each parcel of “Apogent Leased Real Property, (x) ”). Apogent or any of its Subsidiaries owns good and valid title to the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Apogent Owned Real Property and (z) has valid and enforceable leasehold interests under the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), leases with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such the Apogent Leased Real Property, free and clear of all Liens, except for Liens other than (i) Permitted Liens. Liens (as defined in Section 8.3(m) and (ii) The Company easements, covenants, rights-of-way and its Subsidiaries have delivered other encumbrances or restrictions, whether recorded or referred to Acquiror truein an applicable lease or unrecorded, correct which do not materially impair the continued use of the property subject thereto as currently used, but in no event, with respect to clauses (i) and complete copies of all leases(ii), lease guarantiesenvironmental or Tax Liens, subleasesjudgments, agreements for lis pendens or any Lien that would render the leasing, use or occupancy of, or otherwise granting a right in and title to the Apogent Owned Real Property uninsurable by a reputable title insurance company. All of the improvements located on any Apogent Owned Real Property or Apogent Leased Real Property by or are in good condition and repair (subject to normal wear and tear) without any structural defects of any kind. Except as set forth in Section 3.1(r)(i) of the Apogent Disclosure Schedule, each material lease with respect to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Apogent Leased Real Property under such Real Property Leases has not been materially disturbed andis valid, unmodified and in full force and effect, and there are no material disputes pending or to the knowledge of the Company threatened subleases with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Apogent Leased Real Property or Property. Neither any portion thereof. (v) Neither the Company landlord nor Apogent nor any of its Subsidiaries has received written notice of party to any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation material lease with respect to any portion of the Apogent Leased Real Property. No Property is in monetary or other material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists default under any Real Property Leasesuch lease.

Real Property. (a) The Company has never owned, nor owns or has any obligation to purchase, any real property. (b) The Leased Real Properties identified in Section 4.19(a3.14(b) of the Seller Disclosure Schedule are the only real properties in which the Company has a leasehold interest pursuant to a Lease. Section 3.14(b) of the Seller Disclosure Letter Schedule sets forth a true, correct and complete list, as list of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity Properties together with a list of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) Leases pursuant to which the terms and rental payment amounts pertaining to each such parcel of Leased Real Property is demised to the Company, including all amendments, supplements, extensions and (z) the current use other modifications thereto. The Seller Group has provided a true, correct and complete copy of each such parcel of Leased Real Property. Neither Lease, together with all amendments, supplements, extensions and other modifications thereto, to the Company nor its Subsidiaries owns any real property. Buyer. (c) Except as would not be or reasonably be expected to be material to the business set forth in Section 3.14(c) of the Company and its Subsidiaries (taken as a whole)Seller Disclosure Schedule, with respect to each parcel of the Leased Real PropertyProperties: (i) The the Company or one of its Subsidiaries holds has a good valid, binding, enforceable and valid subsisting leasehold estate in such each of its Leased Real PropertyProperties, free and clear of all Liens, Encumbrances (except for Permitted Liens.Encumbrances); (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for in the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof past twelve (collectively12) months, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases Properties has not been materially disturbed and, disturbed; (iii) there are no material disputes pending or to the knowledge of the Company threatened with respect to such any Leased Real Property Leases.Property; (iv) To all rents, deposits and additional rents due pursuant to the knowledge Leases have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such lease that has not been redeposited in full; (v) there is no condemnation proceeding or eminent domain proceeding of any kind pending or threatened against any of the CompanyLeased Real Properties; (vi) the Company has obtained all material licenses and Permits that are required to be obtained to permit the current use and occupancy by the Company of the premises subject to any Lease; (vii) there are no subleases, no sublicenses or other occupancy agreements, written or oral, to which the Company is a party, granting to any other party the right of use or occupancy of any portion of any Leased Real Property; (viii) other than the Company or its Subsidiarieslessees disclosed pursuant to Section 3.4, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any no party is in possession of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by Properties; (Aix) the Company has not caused any work to be performed on or its Subsidiaries or about the Leased Real Properties within the one hundred twenty (B) 120)-day period prior to the knowledge date hereof that would legally entitle any Person to file or record any mechanic’s or materialmen’s lien which claim remains unpaid; (x) the improvements on the Leased Real Properties are, to the Knowledge of the CompanySeller Group, in good operating condition and 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; and (xi) the Company has not received any landlord written notice of a material violation of any Law, or sub-landlordof any covenant, as applicablecondition, presently exists under easement or restriction affecting any Leased Real Property Leaseor relating to its use or occupancy.

Real Property. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, a Company Entity or one of the Company Subsidiaries is the sole owner of each parcel of real property owned by the Company Entities and the Company Subsidiaries (together with all buildings, improvements and fixtures located thereon and all appurtenances thereto, the “Owned Real Property”) and a Company Entity or one of the Company Subsidiaries has good, valid and marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any Lien, except for Permitted Liens. Section 4.19(a4.10(a) of the Company Disclosure Letter sets forth the address of each parcel of Owned Real Property that is material to the business of the Company Entities and the Company Subsidiaries, taken as a truewhole, correct and complete listidentifies the Company Entity or the Company Subsidiary that is the owner thereof. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, a Company Entity or one of the Company Subsidiaries holds a valid and existing leasehold interest in the real property that is leased, subleased, licensed, used, or otherwise occupied by the Company Entities and the Company Subsidiaries, as applicable, from another Person (the “Leased Real Property”), free and clear of all Liens other than Permitted Liens. Section 4.10(b) of the Company Disclosure Letter sets forth each real property lease that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, as of the date of this Agreement of (weach, a “Material Lease”) and identifies the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of applicable Leased Real Property subject thereto. None of the Company Entities or the Company Subsidiaries have received any written notice regarding any violation or breach or default under any such Material Lease that has not since been cured, except for violations or breaches that are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. (c) The Owned Real Property and (z) the current use of each such parcel of Leased Real Property. Neither Property collectively constitute all of the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be property material to the business of the Company Entities and its Subsidiaries (the Company Subsidiaries, taken as a whole), that is reasonably necessary to operate the business of the Company Entities and the Company Subsidiaries as currently conducted in all respects material to the business of the Company Entities and the Company Subsidiaries, taken as a whole. No casualty event has occurred with respect to any Owned Real Property or Leased Real Property that has not been remedied in all material respects, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no condemnation event is pending or, to the Knowledge of the Company, threatened, with respect to each parcel of Leased any Owned Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real PropertyProperty or, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge Knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.13(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list, as all of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither real property owned by the Company nor and its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be that is material to the business of the Company and its Subsidiaries (taken as a wholewhole (the “Owned Real Property”). Except as would not reasonably be expected to have a Company Material Adverse Effect, with respect each of the Company and its Subsidiaries has good and marketable title to each parcel of Owned Real Property, free and clear of all Liens, except Permitted Encumbrances. (b) The Company has made available to Parent copies of all Leases under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that is material to the business of the Company and its Subsidiaries taken as a whole (the “Leased Real Property: ”) (iand all modifications, amendments and supplements thereto). Except as disclosed in Section 3.13(b) The of the Company Disclosure Schedule or one as would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries holds has a good and valid leasehold estate interest in such each parcel of the Leased Real Property, free and clear of all Liens, except for Permitted LiensEncumbrances. (iic) The Company and its Subsidiaries have delivered As of the date of this Agreement, no third party to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or any such Leases has given written notice to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending Subsidiaries or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than made a written claim against the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion material breach or default thereunder. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property) that are material to the business of the Leased Real Property. No material defaults by (A) the Company or and its Subsidiaries or (B) to the knowledge taken as a whole, in each case free and clear of the Companyall Liens, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseexcept Permitted Encumbrances.

Real Property. (a) Section 4.19(a) Except as set forth in Part II of the Company Disclosure Letter sets forth a trueAppendix C, correct and complete list, as no Acquired Entity nor any of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be To the Knowledge of Seller, no Governmental Authority has commenced the exercise of any eminent domain or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), similar power with respect to each parcel any Project Company Real Property owned by the Acquired Entities or any of Leased their respective Subsidiaries, and there are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any such Project Company Real Property:. (ib) The interests of the Acquired Entities and their respective Subsidiaries in all Project Company or one Real Property are insured under the Title Policy identified in Part II of its Appendix D. The Acquired Entities and their respective Subsidiaries holds a have good and valid leasehold estate in such Leased marketable title to or, subject to the terms and conditions of the Material Leases, the right to use all Project Company Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and . With respect to the Leased Project Company Real Property by any such Person leases or on which such Person was granted easements and/or rights-of-way pursuant to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectivelyMaterial Leases, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Acquired Entities or their respective Subsidiaries’, as applicable, have peaceful and undisturbed nonexclusive possession under all Material Leases, easements and/or rights-of-way under which they are leasing or occupying property in accordance with the terms and quiet enjoyment conditions of the Leased Real Property under such Real Property Leases has not been materially disturbed andrelevant Material Leases, there are no material disputes pending easement or right-of-way and subject to the knowledge of Permitted Liens. All rents and other payments under the Company threatened with respect Material Leases have been paid in full to such Real Property Leasesthe extent due. No Material Lease has a term that can exceed 50 years (including any renewal or extension options). (ivc) To The Project Company Real Property is sufficient to provide the knowledge Acquired Entities and their respective Subsidiaries with continuous, uninterrupted and, together with public roads, contiguous access to the Wind Project sufficient for the operation and maintenance of the Company, no party, other than Wind Project as currently conducted. All utility services necessary for the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion construction and operation of the Leased Real Property. No material defaults by (A) the Company Wind Project for its intended purposes are available or its Subsidiaries or (B) are reasonably expected to the knowledge of the Company, any landlord or sub-landlord, be so available as applicable, presently exists under any Real Property Leaseand when required upon commercially reasonable terms.

Real Property. (a) Section 4.19(aEach of Sky and its Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which Sky or any of its Subsidiaries leases any real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Leases”) has heretofore been made available to Huntington. Each Lease is valid, binding and enforceable against Sky or its applicable Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no defaults by Sky or any of its Subsidiaries, as applicable, under any of the Company Disclosure Letter sets forth Leases which, in the aggregate, would result in the termination of such Leases and a trueMaterial Adverse Effect on Sky. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases, correct except for any such default which would not individually or in the aggregate, have a Material Adverse Effect on Sky and complete list, its Subsidiaries taken as a whole. (c) The Owned Properties and the properties (the “Leased Properties”) leased pursuant to the Leases constitute all of the real estate on which Sky and its Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement Agreement, except for locations the loss of which would not result in a Material Adverse Effect on Sky and its Subsidiaries taken as a whole. (wd) the street address A true and complete copy of each parcel agreement pursuant to which Sky or any of Leased Real Propertyits Subsidiaries leases real property to a third party (such agreements, (xtogether with any amendments, modifications and other supplements thereto, collectively, the “Third Party Leases”) the identity of the lessorhas heretofore been made available to Huntington. Each Third Party Lease is valid, lessee binding and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the enforceable in accordance with its terms and rental payment amounts pertaining to each is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies). There are no existing defaults by the tenant under any Third Party Lease which, in the aggregate, would result in the termination of such parcel of Leased Real Property and (z) the current use of each Third Party Leases except for any such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as default which would not be or reasonably be expected to be material to the business of the Company result in a Material Adverse Effect on Sky and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.9(a) of the Company Disclosure Letter sets forth a true, correct Schedule includes an accurate and complete list, as list of the date real property (other than leasehold interests) owned by any of this Agreement the Companies or Company Subsidiaries at any time since February 1, 2016, or to the Knowledge of Companies owned at time before that date, including the common address and legal description thereof as set forth in the relevant deed pursuant to which such Company or such Company Subsidiary acquired title to each owned real property (w) the street address of each parcel of Leased “Owned Real Property, (x) the identity of the lessor, lessee ”). The Companies and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyhave fee simple title, free and clear of all Liens, except for other than Permitted Liens. (ii) The , to such Owned Real Property, and the Companies and the Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, not leased or otherwise granting a right in and granted to any person or entity the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Owned Real Property or any portion thereof. (v, except as set forth in Section 4.9(a) of the Company Disclosure Schedule. Neither the Companies nor the Company nor any Subsidiaries have received written, or to the Knowledge of its Subsidiaries has received written the Companies oral, notice of any condemnation or other proceeding in eminent domain affecting any parcel of Owned Real Property or proposed similar Action any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, or agreement to the Knowledge of the Companies oral, notice of the actual or pending imposition of any assessment against the Owned Real Property for taking public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Owned Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Owned Real Property are valid and enforceable, in lieu full force and effect and are not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other evidences of condemnation compliance that are required for the occupancy, operation and use of the Owned Real Property have been obtained and complied with. (b) Section 4.9(b) of the Company Disclosure Schedule includes an accurate and complete list of all real property leases, subleases, licenses or other occupancies used by either Company or any Company Subsidiary or to which either Company or any Company Subsidiary is a party as lessee (the “Real Property Leases,” and the properties leased thereunder, the “Leased Real Property”). The leasehold interests relating to the Real Property Leases are free and clear of all Liens, other than Permitted Liens. No material default by either Company or any Company Subsidiary, or, to the Knowledge of the Companies, the lessor, exists under any Real Property Leases. Each Real Property Lease is legal, valid and binding on, and enforceable against, the Company or Company Subsidiary which is party to such Real Property Lease, and, to the Knowledge of the Companies, on and against the lessor, in accordance with respect its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except as set forth on Section 4.9(b) of the Company Disclosure Schedule, the Companies and the Company Subsidiaries are not subleasing or licensing to any Person the right to use or occupy any portion of the Leased Real Property. No material defaults by (A) Neither the Companies nor the Company Subsidiaries have received written, or its Subsidiaries or (B) to the knowledge Knowledge of the CompanyCompanies oral, notice of any landlord condemnation or sub-landlordother proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof. Neither the Companies nor the Company Subsidiaries have received written, as applicableor to the Knowledge of the Companies oral, presently exists notice of the actual or pending imposition of any assessment against the Leased Real Property for public improvements. Neither the Companies nor the Company Subsidiaries have received written, or to the Knowledge of the Companies oral, notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the Leased Real Property, or any portion thereof, that remains uncured. Any easements and rights-of-way that serve the Leased Real Property Leaseare valid and enforceable, in full force and effect and are not subject to any prior Liens (other than Permitted Liens) that could result in a forfeiture thereof. All applicable permits, licenses and other evidences of compliance that are required for the occupancy, operation and use of the Leased Real Property have been obtained and complied with.

Real Property. (a) Section 4.19(a) of Neither the Company Disclosure Letter nor Subsidiary owns, or has ever owned, any real property. (b) Schedule 3.9(b) sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of real property leased by the Company or Subsidiary (collectively, the “Leased Real Property, (x) the identity ”). All of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property is leased pursuant to valid, binding and enforceable leases listed on Schedule 3.9(b) (z) the current use of each such parcel of “Real Property Leases”). The Leased Real Property. Neither Property comprises all of the real property used by the Company nor its Subsidiaries owns any real propertyand Subsidiary in the operation of the Business. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a wholeset forth on Schedule 3.9(b), with respect to each parcel of Leased Real Property: , (i) The Company there are no pending or, to the knowledge of Sellers, threatened condemnation proceedings or one Actions relating to it, (ii) other than the Real Property Leases, there are no other leases, subleases, licenses or concessions, written or oral, granting to any Person the right to use or occupy any portion of its Subsidiaries holds a good and valid leasehold estate in such the Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The to the knowledge of Sellers, the Company’s and its Subsidiaries’, as applicable, or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under has not been disturbed and there are no disputes with respect to the Real Property Leases; (iv) no other party to such Real Property Leases Lease is an Affiliate of, or otherwise has not been materially disturbed andany economic interest in, there are no material disputes pending the Company or Subsidiary; (v) neither the Company nor Subsidiary has collaterally assigned or granted any Encumbrance (other than Permitted Encumbrances) in such Real Property Lease or any interest therein; (vi) to the knowledge of the Company threatened Sellers, there are no construction liens or similar Encumbrances with respect to the Leased Real Property; and (vii) 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 Company does not owe, nor to the knowledge of the Sellers will it owe in the future, any brokerage commissions or finder’s fees with respect to any of the Real Property Leases. Schedule 3.9(b) lists all amendments, modifications, estoppels, subordination, non-disturbance and attornment agreements and any other agreements or understandings related to the Leased Real Property or the Real Property Leases. (ivc) To the knowledge None of the CompanySellers, no party, other than the Company or its SubsidiariesSubsidiary has received written notice of any condemnation, has expropriation or other proceeding in eminent domain affecting any right to use or occupy the parcel of Leased Real Property or any portion thereofthereof or interest therein. (vd) Neither To the Company nor any knowledge of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking Sellers, the Leased Real Property is in lieu of condemnation compliance with respect to any portion of all applicable building, planning, zoning, subdivision, health and safety (including fire regulations), land use and other applicable Laws, and all insurance requirements affecting the Leased Real Property. No material defaults by The Company has not received any written notice of violation of any applicable Law or insurance requirements affecting the Leased Real Property and there is no basis for the issuance of any such notice or the taking of any action for such violation. (Ae) the Company or its Subsidiaries or (B) to To the knowledge of Sellers, the Company, any landlord or sub-landlord, as applicable, presently exists under any current use and occupancy of the Leased Real Property Leaseand the operation of the Business of the Company and Subsidiary as currently conducted thereon do not violate in any respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property.

Real Property. (a) Except as would not have a Company Material Adverse Effect or as set forth in Section 4.19(a3.20(a) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries has good and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(a) of the Company Disclosure Letter sets forth contains a true, complete and correct and complete list, as of the date hereof, of this Agreement all real property owned by the Company or any of its Subsidiaries, and sets forth for each such parcel of real property the location and street address. (wb) Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good leasehold title to the real property leased or subleased by any of them free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.20(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the real property leased or subleased by the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, including with respect to each such lease or sublease the date of such lease or sublease and any material amendments thereto and the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be have a Company Material Adverse Effect, (i) all real property leases and subleases are valid and in full force and effect except to the extent they have previously expired or reasonably be expected terminated in accordance with their terms, and (ii) neither the Company nor any of its Subsidiaries nor, to be the knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any real property lease or sublease that is material to the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The . Neither the Company or one nor any of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyhas entered into with any other Person (other than another wholly owned Subsidiary of the Company) any sublease, free and clear of all Liens, except for Permitted Liens. (ii) The license or other agreement that is material to the Company and its Subsidiaries have delivered Subsidiaries, taken as a whole, and that relates to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, of all or otherwise granting a right in and to any portion of the Leased Real Property by or real property material to the Company or any of its Subsidiaries, . The Company has made available to Parent correct and complete copies of all real property leases and subleases (including all material modifications, amendments, terminations supplements, waivers and modifications side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof (collectivelyleases or licenses, the “Real Property Leases”)as tenant, and none of such Real Property Leases has been modified in any real property that is material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorCompany and its Subsidiaries, taken as a whole. (iiic) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment As of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) pending, and to the knowledge of the CompanyCompany there is no threatened, condemnation proceeding with respect to any landlord of the real property owned by the Company or sub-landlord, as applicable, presently exists under any Real Property Leaseof its Subsidiaries.

Real Property. (a) Section 4.19(a3.15(a) of the Company Disclosure Letter sets forth a trueStatement lists: (i) the street address of each parcel of Owned Real Property, correct where applicable, and complete list, as (ii) the current owner of each such parcel of Owned Real Property. (b) Section 3.15(b) of the date of this Agreement of Disclosure Statement lists: (wi) the street address of each parcel of Leased Real Property, (xii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (ziii) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. . (c) Except as described in Sections 3.15(c) or 3.11 of the Disclosure Statement, to BCBSKS' knowledge, BCBSKS is not in violation of any Law (including, without limitation, any building, planning or zoning Law) relating to any of the Owned Real Property or the Leased Real Property, except for such violations as would not be not, individually or in the aggregate, reasonably be expected to be material to the business have a Material Adverse Effect on BCBS. Except as set forth in Section 3.15(c) of the Company and its Subsidiaries (taken as a whole)Disclosure Statement, with respect to each BCBS has not leased or subleased any parcel or any portion of any parcel of Leased Real Property: (iProperty to any other Person, nor has BCBS assigned its interest under any Lease listed in Section 3.15(b) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liensthe Disclosure Statement to any third party. (iid) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases BCBSKS has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding proceedings or proposed similar Action eminent domain proceedings against any of the Owned Real Property or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No . (e) Except as described in Section 3.15(e) of the Disclosure Statement, to BCBSKS' knowledge, none of the improvements on the Owned Real Property or the Leased Real Property and none of the current uses and conditions thereof violate in any material defaults respect any applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by (A) the Company or its Subsidiaries or (B) any duly issued variances, and, to the knowledge of BCBSKS, without independent investigation or inquiry, no Permits, licenses or certificates pertaining to the Companyownership or operation of all improvements on the Owned Real Property, any landlord or sub-landlordor, as applicableto the knowledge of BCBSKS, presently exists under any the Leased Real Property Leaseother than those which are transferable with the Real Property are required by any Governmental Authority having jurisdiction over the Real Property.

Real Property. (a) Section 4.19(aSchedule 4.9(a) of the Company PECO Disclosure Letter sets forth a truelists the parcels of real property that, correct together with the structures and complete listimprovements thereon, as of constitute the date of this Agreement of (w) the street address of each parcel of Leased PECO Real Property, (x) and sets forth the identity of the lessor, lessee and current occupant (if different from lessee) of each applicable PECO Entity owning such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased PECO Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be disclosed in title insurance policies and reports (and the documents or reasonably be expected to be material to the business of the Company surveys referenced in such policies and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: reports): (i) The Company or one each PECO Entity owns fee simple title to each of its Subsidiaries holds a good and valid leasehold estate in such Leased the PECO Real PropertyProperties, free and clear of all Liens, except for Permitted Liens. ; and (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andhad and would not, there are no material disputes pending individually or to in the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Companyaggregate, no partyhave a PECO Material Adverse Effect, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company neither PECO nor any of its Subsidiaries PECO Entity has received written notice of any condemnation proceeding uncured violation of any Law (including zoning, building or proposed similar Action or agreement for taking in lieu Laws) affecting any portion of condemnation any of the PECO Real Properties issued by any Governmental Entity. There is issued and outstanding with respect to any portion each PECO Real Property an owner’s policy of title insurance insuring the fee simple interest of the Leased applicable PECO Entity in the PECO Real PropertyProperty owned by it. No claims have been made against any such title insurance policies. (b) Except as disclosed in property condition assessments and similar structural engineering reports relating to the PECO Real Properties, PECO has not received written notice of, nor does PECO have any Knowledge of, any latent defects or adverse physical conditions affecting any of the PECO Real Properties or the improvements thereon that have not been corrected or cured prior to the date of this Agreement, except as would not, individually or in the aggregate, have a PECO Material Adverse Effect. (c) PECO and the PECO Entities have good title to, or a valid and enforceable leasehold interest in, all material defaults personal property assets owned, used or held for use by them. Neither PECO’s, nor the PECO Entities’, ownership of any such personal property is subject to any Liens, other than Permitted Liens. (Ad) Except as would not, individually or in the aggregate, reasonably be expected to have a PECO Material Adverse Effect or as set forth on Schedule 4.9(d) of the PECO Disclosure Letter, (i) neither PECO nor any PECO Entity is and, to the Knowledge of PECO, no other party is in breach or violation of, or default under, any Material PECO Lease, (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material PECO Lease by PECO or any PECO Entity, or, to the Knowledge of PECO, any other party thereto (in each case, with or without notice or lapse of time) and no tenant under a Material PECO Lease is in monetary default under such Material PECO Lease, (iii) no tenant under a Material PECO Lease is the beneficiary or has the right to become a beneficiary of a loan or forbearance from PECO or any PECO Entity in excess of $500,000 in the aggregate, and (iv) each Material PECO Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or its Subsidiaries or (B) a Company Subsidiary and, to the knowledge Knowledge of PECO with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). No tenant under a Material PECO Lease is currently asserting in writing a right to cancel or terminate such Material PECO Lease prior to the end of the Companycurrent term, neither PECO nor any landlord PECO Entity has received a notice of any insolvency or sub-landlordbankruptcy proceeding involving any tenant under a Material PECO Lease, as applicable, presently exists no tenant under a Material PECO Lease is in monetary default in an amount in excess of $100,000 relating to the payment of any Real Property amounts payable under such Material PECO Lease and no tenant under a Material PECO Lease has exercised a purchase option or right of first refusal set forth a Material PECO Lease. Neither PECO nor any PECO Entity has received a notice from any tenant under a Material PECO Lease that such tenant intends to terminate such tenant’s Material PECO Lease or that such tenant or other party intends to cease operations of such store.

Real Property. (a) Section 4.19(a4.15(a) of the Company Disclosure Letter sets forth a truelist of all material real property (other than Oil and Gas Property) owned by the Company or its Subsidiaries (such material real property, correct exclusive of any Oil and complete listGas Property, as of the date of this Agreement of (w) the street address of each parcel of Leased “Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as would not be or reasonably be expected expected, individually or in the aggregate, to be material to the business Company and its Subsidiaries, taken as a whole, (i) the Company or its Subsidiaries, as applicable, has good and valid title to the Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances, (ii) except pursuant to the Permitted Encumbrances, neither the Company nor any of its Subsidiaries has granted any outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein and (iii) except pursuant to the Permitted Encumbrances or as disclosed on Section 4.15(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, as applicable, has leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof. (b) Section 4.15(b) of the Company Disclosure Letter sets forth a list of all material real property (other than any Oil and Gas Property) leased or subleased to the Company or any of its Subsidiaries (collectively, the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”) and the Company has provided Parent with copies of all material leases and subleases entered into by the Company or its Subsidiaries with respect to the Leased Real Property (the “Leases”). Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The the Company or one of its Subsidiaries holds applicable Subsidiary has a good and valid leasehold estate or subleasehold interest in such all Leased Real Property, free and clear of all Liens, Encumbrances except for Permitted Liens. Encumbrances, (ii) The the Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies has not received written notice of all leases, lease guaranties, subleases, agreements for any existing default or event of default on the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to part of the Company or its Subsidiaries (as applicable) under the Leases and (iii) except pursuant to the Permitted Encumbrances or as disclosed on Section 4.15(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of has leased or otherwise granted to any Person the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the any Leased Real Property or any portion thereof. (vc) Neither Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries hold all of their respective easements and rights-of-way (other than any Oil and Gas Property) (collectively, “Rights-of-Way”) that the Company and its Subsidiaries use in the conduct of their respective businesses, (ii) the Company has not received written notice of any existing default or event of default on the part of the Company or its Subsidiaries (as applicable) under any Rights-of-Way, and (iii) no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination of any Right-of-Way by the applicable counterparty thereto. Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, all pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way or are located on the Real Property. There are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (d) As of the date of this Agreement, (i) neither the Company nor any of its Subsidiaries has received written notice that it is in breach or default of any condemnation proceeding or proposed similar Action or agreement for taking in lieu restrictive covenant affecting the Real Property to which the interests of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries in such Real Property are subject and subordinate, and (ii) there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default under any such restrictive covenant affecting the Real Property, in each case of clauses (Bi) and (ii), except as would not reasonably be expected, individually or in the aggregate, to be material to the knowledge Company and its Subsidiaries, taken as a whole. (e) As of the date of this Agreement, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, (i) all improvements owned by the Company or its Subsidiaries and located on the Real Property are in generally good condition and repair (taking into account their age and use), except for ordinary course repairs and reasonable wear and tear and (ii) are sufficient for the operation of the business of the Company or its Subsidiaries as currently used. (f) No damage or destruction has occurred with respect to any of the Owned Real Property or any improvements owned by the Company or its Subsidiaries affixed to the Leased Real Property that would reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole, not covered by an insurance policy. (g) Except as disclosed on Section 4.15(g) of the Company Disclosure Letter, there are no pending or, to the Knowledge of the Company, any landlord threatened, condemnation, expropriation or sub-landlord, as applicable, presently exists under eminent domain proceedings with respect to any Real Property. (h) As of the date of this Agreement, the Company has not received any written notice from a Governmental Entity stating that the use by the Company or its Subsidiaries of the land, buildings, structures and improvements on the Real Property Leaseare in material violation of applicable Laws, including all applicable zoning Laws.

Real Property. (a) Section 4.19(aSchedule 3.24(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as list of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate the real property owned in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property fee by or to the Company or any of its Subsidiaries, including Subsidiaries (the "Owned Real Property") and (ii) all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed real property leased by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of (the "Leased Real Property. No material defaults by (A) " and together with the Owned Real Property and all other rights or interests of the Company or its Subsidiaries in real property, the "Real Property"). None of the real property reflected in the Interim Balance Sheet has been disposed of and no real property has been acquired by the Company or any of its Subsidiaries since the date of the Interim Balance Sheet. (Bb) The Company and each of its Subsidiaries has good and marketable title in fee simple to all Owned Real Property, and a valid leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. (c) Each of the leases and subleases relating to the knowledge Leased Real Property is in full force and effect, there is no material default by the Company or any of its Subsidiaries or, to Parent's Knowledge, by the Companylessor under any such lease or sublease. (d) The structures, plants, improvements, systems, and fixtures located on each parcel of Owned Real Property and, to Parent's Knowledge, Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Owned Real Property and, to Parent's Knowledge, Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to Parent's Knowledge, any landlord proposed change in any such governmental or sub-landlord, as applicable, presently exists under regulatory requirements or in any Real Property Leasesuch zoning requirements.

Real Property. (a) Section 4.19(a4.16(a) of the Company Disclosure Letter sets forth the address of each Owned Real Property. With respect to each Owned Real Property: (i) the Company has good and marketable fee simple title to such Owned Real Property and any improvements located thereon, free and clear of all Liens, except for Permitted Liens; (ii) except as set forth on Section 4.16(a) of the Company Disclosure Letter, the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) except as set forth on Section 4.16(a) of the Company Disclosure Letter, 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 4.16(b) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of (w) the street address hereof of each parcel of Leased Real PropertyProperty and the corresponding Real Property Lease, (x) the identity of including the lessor, lessee lessee, address, expiration date. The Company has made available to Parent true, correct and current occupant (if different from lessee) complete copies of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertyLease. Except as would not be or reasonably be expected to be material to set forth on the business applicable subsection of Section 4.16(b) of the Company and its Subsidiaries (taken as a whole)Disclosure Letter, with respect to each parcel of Leased Real Property: (i) The the Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens.; (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened Company, there are no disputes with respect to such Real Property Leases.; (iviii) To there is no breach or default by the Company or, to the knowledge of the Company, any third party under any Real Property Lease, and, to the knowledge of the Company, no partyevent has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases; (iv) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default thereunder; (c) Except as set forth on the applicable subsection of Section 4.16(c) of the Company Disclosure Letter, with respect to each parcel of Owned Real Property or Leased Real Property: (i) all of such Owned Real Property or Leased Real Property (including the buildings, structures, roof, foundation, and floors thereof) and the utilities (including water, sewer, electric, gas, and telephone), fixtures, building systems, and improvements serving the same) are structurally sound, in good operating condition and repair, and adequate for its use in the conduct of the business of the Company, in each case except for (A) damage and defects that are not in the aggregate material and (B) ordinary wear and tear; (ii) the Company is not aware of and has not received notice of any violations of Law with respect to the Owned Real Property or Leased Real Property, and the Company has received all material approvals and permits from the applicable Governmental Authority with respect to the Company’s improvements to such Owned Real Property or Leased Real Property; (iii) there are no contracts, covenants, conditions, restrictions, or easements applicable to such Owned Real Property or Leased Real Property that impose any material restriction on the ability of the Company to use and operate such Owned Real Property or Leased Real Property in the ordinary course of business consistent with past practice; (iv) there are no oral contracts, offsets, forbearance programs, management contracts, leasing brokerage or finders’ contracts or fees or commissions in effect with respect to such Owned Real Property or Leased Real Property, in each case that either (A) are past due or (B) will become payable upon the Closing; (v) as of the date hereof, no Person, other than the Company or its SubsidiariesCompany, has any right to use or occupy the such Owned Real Property or Leased Real Property or any portion thereof., and the Company has not previously assigned, hypothecated or otherwise transferred its interest under the applicable deed or Real Property Lease; and (vvi) Neither the Company nor any of its Subsidiaries has not received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the such Owned Real Property or Leased Real Property. No material defaults by . (Ad) The Company does not use, operate, occupy, or have an option or right to acquire any real estate, except for the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Owned Real Property Leaseor Leased Real Property.

Real Property. (a) Section 4.19(a4.23(a) of the Company Disclosure Letter sets forth a true, correct true and complete list, as list of the date addresses of this Agreement all material real property owned by the Company or any of the Company Subsidiaries (w) together with all buildings, improvements and fixtures located thereon and appurtenances thereto, the street address of each parcel of Leased “Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as has not had, and would not be or reasonably be expected to be material to have, individually or in the business of aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a Acquired Companies have good and valid leasehold estate in such Leased marketable fee title to all Owned Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (b) Section 4.23(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of (i) all material real property leased, subleased, licensed or otherwise occupied by the Company or any of the Company Subsidiaries and the address thereof (each, a “Leased Property”, together with the Owned Real Property, the “Real Property”)) and (ii) The Company and its Subsidiaries have delivered with respect to Acquiror trueeach Leased Property, correct and complete copies a description of each lease, sublease, license, sublicense or other occupancy agreement, in each case, including all leasesamendments thereto, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the demising any such Leased Real Property by or to the Company or any Company Subsidiary (each, a “Lease Agreement”). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease Agreement is a legal, valid and binding obligation of its Subsidiariesthe Acquired Company party thereto and, including all amendments, terminations and modifications thereof (collectivelyto the Company’s Knowledge, the “Real Property Leases”)other party thereto enforceable in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. Except as has not had, and none would not reasonably be expected to have, a Company Material Adverse Effect, the Acquired Companies (i) hold a valid and existing leasehold interest or leasehold estate in each Leased Property and (ii) hold good and valid title to all material tangible properties and assets owned by the Acquired Companies in each Leased Property, in each case, free and clear of all Liens other than Permitted Liens. (c) With respect to each Real Property, (i) neither the Company nor any of the Company Subsidiaries has subleased, licensed, sublicensed or otherwise granted anyone a right to use or occupy such Real Property Leases has been modified in or any material respectportion thereof, except or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, (ii) there is no pending or, to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s Knowledge, threatened condemnation, proceeding with respect to any Real Property, and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property by the applicable Acquired Company under such Real Property Leases each Lease Agreement has not been materially disturbed andin any material respect, and (iii) there are exists no default or any event that with notice or the passage of time, or both, would become a default under any Lease Agreement, except, in each case, as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Except as set forth in this Section 4.23(c) there has been no rent deferred under any Lease Agreement due to COVID-19 or otherwise that is currently unpaid or outstanding, and true, correct and complete copies, in all material disputes pending respects, of each Lease Agreement and any such deferral arrangements and agreements have been provided to Parent. No Acquired Company owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of any material real estate or any material portion of or interest in the knowledge of the Company threatened with respect to such Real Property LeasesProperty. (ivd) To Except as has not had, and would not reasonably be expected to have, individually or in the knowledge aggregate, a Company Material Adverse Effect, all of the CompanyReal Property of the Acquired Companies, no partyand all material tangible assets and properties of the Acquired Companies located on the Real Property are in serviceable operating condition and repair (giving due account to the age, other than length of use and potential obsolescence of the same, and ordinary wear and tear excepted) and are substantially adequate for the conduct of the business by the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither and the Company nor any of its Subsidiaries in substantially the same manner as it has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseheretofore been conducted.

Real Property. (a) Section 4.19(aSchedule 3.13(a) of the Company Seller Disclosure Letter sets forth a true, correct list and complete list, the addresses of the Owned Real Property as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Propertyhereof. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Owned Real Property: : (i) The Company or one the applicable Conveyed Companies have good title to all Owned Real Property set forth on Schedule 3.13(a) of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, the Seller Disclosure Letter free and clear of all Liens other than Permitted Liens, (ii) except for Permitted Liensas set forth on Schedule 3.13(a) of the Seller Disclosure Letter, the applicable Conveyed Companies have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of Purchaser 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. None of the Conveyed Companies is a party to any agreement or option to purchase any real property or interest therein. (iib) The Company Schedule 3.13(b) of the Seller Disclosure Letter sets forth a list and its Subsidiaries have delivered to Acquiror true, correct and complete copies the addresses as of the date hereof of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or pursuant to the Company or any of its Subsidiaries, leases (including all amendments, terminations extensions, renewals, guaranties and modifications thereof other agreements with respect thereto) listed on Schedule 3.13(b) of the Seller Disclosure Letter (collectively, the “Real Property Leases”). Except as set forth in Schedule 3.13(b) of the Seller Disclosure Letter, and none with respect to each of such the Real Property Leases has been modified in any material respect, except to Leases: (i) the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, Conveyed Companies’ possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed anddisturbed, and there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. ; (ivii) To the knowledge of Conveyed Companies have not subleased, licensed or otherwise granted any Person the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the such Leased Real Property or any portion thereof; and (iii) the Conveyed Companies have not collaterally assigned or granted any other security interest in such Real Property Leases or any interest therein. (vc) Neither Schedule 3.13(c) of the Company nor any Seller Disclosure Letter sets forth a true and complete list as of its Subsidiaries has received written notice the date hereof of any condemnation proceeding or proposed similar Action or agreement for taking all Landlord Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto), including the date and name of the parties to such Landlord Lease document. Except as set forth in lieu Schedule 3.13(c) of condemnation the Seller Disclosure Letter, with respect to any portion each of the Leased Real Property. No material defaults by Landlord Leases: (Ai) the Company or its Subsidiaries or other party to such Landlord Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Conveyed Companies; (Bii) to the knowledge Knowledge of Seller, the Companyother party to such Landlord Lease has not subleased, licensed or otherwise granted any landlord Person the right to use or sub-landlordoccupy, as applicablethe premises demised thereunder or any portion thereof; and (iii) to the Knowledge of Seller, presently exists under the other party has not collaterally assigned or granted any Real Property other security interest in such Landlord Lease.

Real Property. (a) Neither Private Company nor any of its Subsidiaries owns any real property. (b) Section 4.19(a4.9(b) of the Private Company Disclosure Letter Schedule sets forth a true, correct complete and complete list, accurate list as of the date of this Agreement of (w) the street address of each parcel of Leased Real Propertyall leases, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining subleases or licenses pursuant to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither which the Company nor or any of its Subsidiaries owns leases, , licenses or is otherwise granted a right of use or occupancy of, any real property. Except as would not be or reasonably be expected to be property material to the conduct of the business of the Company and its Subsidiaries (Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyas currently conducted, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the from any Person other than Private Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof Subsidiaries (collectivelyas amended through the date of this Agreement, the “Real Property Private Company Leases”) and the location of the premises subject thereto (the “Private Company Leased Properties”). The Private Company Leases have not been amended, and none of such Real Property Leases has been modified or supplemented in any material respect, respect except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iiias expressly set forth in Section 4.9(b) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Private Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Disclosure Schedule. Neither the Private Company nor any of its Subsidiaries has received written notice of nor, to Private Company’s Knowledge, any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect other party to any portion Private Company Lease is in default under any of the Private Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Private Company Material Adverse Effect. Except as is not reasonably likely to have a Private Company Material Adverse Effect, assuming good fee title to the Private Company Leased Real Properties is vested in each of the lessors thereof, and subject to any Permitted Liens affecting the leasehold interest of the Private Company and its Subsidiaries in the Private Company Leased Property, the Private Company and its Subsidiaries have valid and enforceable leasehold interests in the Private Company Leased Properties, unencumbered by any Liens. No material defaults by Except as is not reasonably likely to have a Private Company Material Adverse Effect, to Private Company’s Knowledge, (Ai) no event has occurred or condition exists that with the passage of time is likely to result in any default of Private Company or any of its Subsidiaries under any of the Private Company Leases, and (ii) the Private Company or Leased Properties, and the business activities of Private Company and its Subsidiaries or (B) to at the knowledge Private Company Leased Properties, are in compliance with the material terms and conditions of the CompanyPrivate Company Leases, and (iii) the Private Company Leased Properties are otherwise in good operating condition and repair as of the date of this Agreement, ordinary wear and tear excepted. Neither Private Company nor any landlord of its Subsidiaries leases, subleases or sub-landlord, as applicable, presently exists under licenses any Real Property Leasereal property to any Person other than Private Company and its Subsidiaries. Private Company has made available to Public Company complete and accurate copies of all Private Company Leases.

Real Property. (a) Section 4.19(aSchedule 5.10(a) of the Company Disclosure Letter sets forth a truecomplete list of (i) all real property and interests in real property, correct including improvements thereon and complete listeasements appurtenant thereto owned in fee by the Company and the Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”), (ii) all real property and interests in real property leased by the Company or the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of this Agreement of the lease or sublease and all amendments thereto). The Company and the Subsidiaries have (wi) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining good fee title to each such parcel of Leased Real all Owned Property and (zii) a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use and pursuant to the current terms of the applicable lease) of, all Company Properties subject to Real Property Leases, in each case free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Schedule 5.10(a) and (B) Permitted Exceptions. The Company Properties constitute all interests in real property currently used, occupied or currently held for use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to in connection with the business of the Company and its the Subsidiaries (taken and which are necessary for the continued operation of the business of the Company and the Subsidiaries as a whole)the business is currently conducted. All of the Company Properties and buildings, with respect fixtures and Improvements thereon are, to each parcel the Knowledge of Leased Real Property: the Company, (i) The Company or one of its Subsidiaries holds a in good and valid leasehold estate in such Leased Real Propertyoperating condition, free and clear of all Liens, except for Permitted Liens. (ii) are free from material structural defects, and (iii) are suitable, sufficient and appropriate in all respects for their current and contemplated uses. The Company and its Subsidiaries have has delivered to Acquiror Purchaser true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. The Company Properties are not subject to any leases, lease guarantiesrights, options, subleases, licenses, occupancy agreements, concessions or other agreements for or arrangements, written or oral, granting to any Person the leasingright to purchase, or the right to use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the occupy any such Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respectProperty, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (ivb) To Each of the knowledge Real Property Leases is in full force and effect. Neither the Company nor any Subsidiary is (and, to the Knowledge of the Company, no partyother Person is) in default under any Real Property Lease, other than and no breach by the Company (or, to the Knowledge of the Company, any other Person) has occurred under any Real Property Lease which, if not remedied, would (whether with or its Subsidiarieswithout notice or the passage of time or both) result in such a default. (c) The Company and the Subsidiaries have all certificates of occupancy and material Permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, has and any agreement, easement or other right from any other Person, necessary to permit the lawful use or occupy and operation of the Leased Real Improvements and the Company Property or any portion driveways, roads and other means of egress and ingress to and from any Company Property and each such Permit, agreement, easement or other right is in full force and effect, and there is no pending or, to the Knowledge of the Company, threatened proceeding which could result in the material and adverse modification or cancellation thereof. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit. No Improvement, or the operation or maintenance thereof, violates any restrictive covenant, or encroaches on any property owned or leased by any other Person, which has had or would reasonably be expected to have a Material Adverse Effect. (vd) Neither the Company nor any Subsidiary owns, holds, is obligated under or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein. (e) Subject to market limitations and the other events affecting the geographical area in which any Company Property is located, the Company Property and the Improvements are sufficiently supplied in all material respects with utilities and other services as reasonably necessary for the operation of such Company Property and Improvements as currently operated including adequate water, storm and sanitary sewer, gas, electric, cable and telephone facilities. (f) Neither the Company nor any of its Subsidiaries has received written notice of any material special assessment relating to any Company Property or any portion thereof, and no such special assessment is pending or, to the Knowledge of the Company, threatened. There are no pending or, to the Knowledge of the Company, threatened condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation eminent domain proceedings with respect to any material portion of the Leased Real any Company Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Except as set forth in Section 4.19(a5.1(l) of the Company Disclosure Letter sets forth a trueSchedule, correct the Purchased Facility and complete list, the PDX Facility are the only real property owned or leased by the Seller that are used by the Seller as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee Effective Date in connection with plant traits research and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms development. EPS or Agrinomics has good and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material marketable title in fee simple to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real PropertyPurchased Facility, free and clear of all LiensEncumbrances, except for Permitted Liens. (ii) Encumbrances. The Company PDX Facility Lease is in full force and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”)effect, and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property there exists no default under such Real Property Leases has not been materially disturbed andlease by EPS or, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the CompanySeller, no partyany other party thereto, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any event which, with notice or lapse of its Subsidiaries has received written notice of any condemnation proceeding time or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults both, would constitute a default thereunder by (A) the Company or its Subsidiaries or (B) EPS or, to the knowledge of the CompanySeller, any landlord other party thereto. Neither the Purchased Facility nor the PDX Facility is subject to any governmental decree or sub-landlordorder to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. There are no contractual or legal restrictions, other than those set forth in the PDX Facility [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Lease, that preclude or restrict the ability of the Purchaser to use the Purchased Facility or the PDX Facility for the purposes for which they are currently being used, and there are no latent defects or adverse physical conditions affecting the Purchased Facility or the PDX Facility, or improvements thereon. As of the Effective Date and except as applicableotherwise provided in Section 6.1(c) of the Contract Research Agreement, presently exists the PDX Facility, the Purchased Facility and the Purchased Operative Assets are in good working order and are sufficient for EPS to fulfill its obligations under any Real Property Leasethe Contract Research Agreement as contemplated in the Research Plan in effect as of the Effective Date.

Real Property. (a) Subject to the immediately succeeding sentence, Section 4.19(a4.13(a) of the Company Disclosure Letter sets forth lists the common street address for all real property owned by the Company or any Company Subsidiary in fee as of the date hereof, and the Company Subsidiary owning such real property (such real property interests are, as the context may require, individually or collectively referred to as the “Owned Real Property”), including any Owned Real Property which is subject to a truemortgage (as the context may require, correct individually or collectively, the “Mortgaged Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary has good and marketable fee simple title to all Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Subject to the immediately succeeding sentence, Section 4.13(b) of the Company Disclosure Letter lists the common street address for all real property in which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold, sublease, or other occupancy interest, including a ground lease interest (as the context may require, individually or collectively, the “Company Leased Real Property”), each lease, sublease or other occupancy agreement, including each ground lease, for such real property pursuant to which the Company or a Company Subsidiary holds as a lessee or sublessee a leasehold or sublease interest, including each amendment, guaranty or any other agreement relating thereto (“Company Leases”) and the Company or the applicable Company Subsidiary holding such leasehold or sublease interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary holds a valid leasehold, subleasehold or other occupancy interest as a lessee, sublessee or occupant in the Company Leased Real Property free and clear of all Liens except for Permitted Liens. True and complete list, copies of the Company Leases in effect as of the date of this Agreement of have been made available to NXDT. (wc) the street address of each parcel of Leased Real Property, (xSection 4.13(c)(i) the identity of the lessorCompany Disclosure Letter discloses, lessee and current occupant (if different from lessee) as of each such parcel of Leased Real Propertythe date hereof, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business budgeted operating expenses of the Company and its the Company Subsidiaries through December 31, 2024 (taken the “Operating Expenses”), by Owned Real Property. Section 4.13(c)(ii) of the Company Disclosure Letter discloses, as a wholeof the date hereof, the budgeted amount of all allowances (including tenant allowances), expenditures and fundings (other than those relating to Development Projects which are shown on the Development Expenditure Budget) (the “Capital Expenditures”) by Owned Real Property, budgeted to be funded annually through project completion by or on behalf of the Company or any Company Subsidiary, in each case, with respect to each parcel project or line item, in excess of Leased $250,000 or in an aggregate amount per Owned Real Property: Property in excess of $250,000 (ithe “Capital Expenditure Budget”). Section 4.13(c)(iii) The of the Company or one Disclosure Letter discloses, as of its the date hereof, the budgeted development expenses of the Company and the Company Subsidiaries holds a good and valid leasehold estate in such Leased through December 31, 2024 (the “Development Expenditures”), by Owned Real Property, free in connection with renovations, construction projects, restorations, developments and clear of all Liens, except for Permitted Liens. (ii) The Company redevelopments and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof projects (collectively, the “Real Property LeasesDevelopment Projects”), and none of such on, relating to or adjacent to any Owned Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiroreach case in an aggregate amount per Owned Real Property in excess of $250,000 per Development Project. (iiid) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment Section 4.13(d) of the Company Disclosure Letter, sets forth the amount of brokerage commissions or fees per Owned Real Property or Company Leased Real Property under such Real Property Leases has not been materially disturbed and, there that are no material disputes pending now due or which would reasonably be expected to the knowledge of become due from the Company threatened or any Company Subsidiary with respect to such Real Property Leasesany individual Company Space Lease as of the date hereof. (ive) To Neither the knowledge of Company nor any Company Subsidiary has entered into any contract or agreement (collectively, the Company, no party, “Participation Agreements”) with any Person other than the Company or its Subsidiariesa wholly-owned Company Subsidiary (the “Participation Party”) which provides for a right of such Participation Party to participate, has invest, join, partner, have any material interest in (whether characterized as a contingent fee, profits interest, equity interest or otherwise) or have the right to use any of the foregoing in any proposed or occupy anticipated investment opportunity, joint venture, partnership or any other current or future transaction or property in which the Leased Company or any Company Subsidiary has or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Participation Party (a “Participation Interest”). (f) Except as set forth in the Company Space Leases or in Section 4.13(f) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any material agreement pursuant to which a Person other than the Company or any wholly-owned Company Subsidiary manages or manages the development of any of the Owned Real Properties. (g) Except for the Company Material Contracts identified in Section 4.16(b)(viii) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, lease, ground lease or otherwise acquire any interest in Owned Real Property or any portion thereof. (vh) Neither the Company nor any of its the Company Subsidiaries has received written notice is a party to any agreement pursuant to which the Company or any of the Company Subsidiaries manages, is a development manager of or is the leasing agent of any condemnation proceeding real properties for any third party. Section 4.13(h) of the Company Disclosure Letter sets forth all Management Agreements and other agreements that the Company or proposed similar Action any Company Subsidiary is a party to pursuant to which a Person other than a Company Subsidiary manages the development or agreement operation of any Owned Real Property or Company Leased Real Property or serves as a broker or leasing agent for taking any Owned Real Property or Company Leased Real Property that provide for payments in lieu excess of condemnation $50,000 per annum. Section 4.13(h) of the Company Disclosure Letter sets forth all agreements to which the Company or any Company Subsidiary is a party related to the construction of any improvements on any Owned Real Property or Company Leased Real Property that provide for payments in excess of $50,000 per annum. (i) There are no Transfer Rights with respect to any portion real property or person in favor of the Leased Real Property. No material defaults by (A) the Company or its any Company Subsidiary. No Transfer Rights have been exercised by the Company or any Company Subsidiary since January 1, 2022. As of the date hereof, (i) neither the Company nor any Company Subsidiary has exercised any Transfer Right with respect to any real property or Person, which transaction has not yet been consummated and (ii) no third party has exercised in writing any Transfer Right with respect to any Company Subsidiary or Owned Real Property, which transaction has not yet been consummated. (j) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, none of the Company or any of the Company Subsidiaries has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened with respect to any of the Owned Real Properties, Company Leased Real Properties or Mortgaged Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Owned Real Property, free and clear of all Liens other than Permitted Liens. (Bk) Other than as set forth in Section 4.13(k) of the Company Disclosure Letter, to the knowledge of the Company, as of the date hereof, none of the Company or any landlord or sub-landlord, as applicable, presently exists of the Company Subsidiaries has received any written notice of any outstanding claims under any Prior Sale Agreements which would reasonably be expected to result in liability to the Company or any Company Subsidiary in an amount, in the aggregate, in excess of $250,000. (l) None of the Company or any of the Company Subsidiaries has received any written notice of any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Owned Real Property Leaseor Mortgaged Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (m) Neither the Company nor any of the Company Subsidiaries are the holders, owners or beneficiaries of any mortgage note or other Indebtedness secured by real property payable by a Person other than a wholly-owned Company Subsidiary.

Real Property. (a) Section 4.19(aEach of Dex and the Dex Subsidiaries has good title free and clear of all Liens to all real property owned by such entities (the “Dex Owned Properties”), except for Liens that do not materially detract from the present use of such real property. (b) A true and complete copy of each agreement pursuant to which Dex or any Dex Subsidiary leases any material real property (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Dex Leases”) has heretofore been made available to SuperMedia. Each Dex Lease is valid, binding and enforceable against Dex or an applicable Dex Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Dex. There are no defaults by Dex or any Dex Subsidiary, as applicable, under any of the Company Disclosure Letter sets forth Dex Leases which, individually or in the aggregate, would have a trueMaterial Adverse Effect on Dex. To the Knowledge of Dex, correct no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such breaches, defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to have a Material Adverse Effect on Dex. (c) The Dex Owned Properties and complete list, the properties leased pursuant to the Dex Leases (the “Dex Leased Properties”) constitute all of the real estate on which Dex and the Dex Subsidiaries maintain their facilities or conduct their business as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all LiensAgreement, except for Permitted Lienslocations the loss of which would not result in a Material Adverse Effect on Dex. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a4.22(a) of the Company Disclosure Letter Schedules sets forth a true, correct true and complete list, as of the date of this Agreement Agreement, of all real property owned by the Company (w) the street address of each parcel of Leased “Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property”). Except as as, individually or in the aggregate, has not had, and would not be or reasonably be expected to be material have, a Company Material Adverse Effect, the Company has good and marketable title to all of the business Owned Real Property free and clear of all Liens other than Permitted Liens. The Company has not granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. (b) Section 4.22(b) of the Company Disclosure Schedules sets forth a true and its Subsidiaries complete list of all real property leased, subleased, licensed or otherwise occupied by the Company and the address thereof (taken as each, a whole)“Leased Property”) and, with respect to each parcel of material Leased Real Property: , each lease, sublease, license, sublicense or other occupancy agreement, in each case including all amendments thereto, demising any such Leased Property to the Company (each, a “Lease Agreement”). The Company (i) The Company or one of its Subsidiaries holds a valid and existing leasehold interest in each Leased Property and (ii) holds good and valid leasehold estate title to all material tangible properties and assets, in such Leased Real Propertyeach case, free and clear of all Liens other than Permitted Liens, except for Permitted Liensexcept, in each case, as would not have a Company Material Adverse Effect. (iic) The Company and its Subsidiaries have delivered With respect to Acquiror trueeach Leased Property, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, enjoys possession and quiet enjoyment of thereof and the Leased Real Property under such Real Property Leases Company has not been materially disturbed andsubleased, there are no material disputes pending licensed, sublicensed or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any otherwise granted anyone a right to use or occupy the such Leased Real Property or any portion thereof, or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a) Each of SuperMedia and the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its SuperMedia Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a has good and valid leasehold estate in such Leased Real Property, title free and clear of all LiensLiens to all real property owned by such entities (the “SuperMedia Owned Properties”), except for Permitted LiensLiens that do not materially detract from the present use of such real property. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct A true and complete copies copy of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and each agreement pursuant to the Leased Real Property by or to the Company which SuperMedia or any of its SubsidiariesSuperMedia Subsidiary leases any material real property (such agreements, including all together with any amendments, terminations modifications and modifications thereof (other supplements thereto, collectively, the “Real Property SuperMedia Leases”) has heretofore been made available to Dex. Each SuperMedia Lease is valid, binding and enforceable against SuperMedia or an applicable SuperMedia Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and none of such Real Property Leases has been modified in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on SuperMedia. There are no defaults by SuperMedia or any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’SuperMedia Subsidiary, as applicable, possession and quiet enjoyment under any of the Leased Real Property under SuperMedia Leases which, individually or in the aggregate, would have a Material Adverse Effect on SuperMedia. To the Knowledge of SuperMedia, no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such Real Property Leases has not been materially disturbed andbreaches, there are no material disputes pending defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to the knowledge of the Company threatened with respect to such Real Property Leaseshave a Material Adverse Effect on SuperMedia. (ivc) To The SuperMedia Owned Properties and the knowledge properties leased pursuant to the SuperMedia Leases (the “SuperMedia Leased Properties”) constitute all of the Company, no party, other than real estate on which SuperMedia and the Company SuperMedia Subsidiaries maintain their facilities or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion conduct their business as of the Leased Real Property. No material defaults by (A) Original Agreement Date, except for locations the Company or its Subsidiaries or (B) to the knowledge loss of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasewhich would not result in a Material Adverse Effect on SuperMedia.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth contains a true, complete and correct and complete list, as list of the date of this Agreement of material Company Owned Real Property (w) including the street address of each parcel of such Company Owned Real Property). The Company or one or more of its Subsidiaries has good and marketable fee simple title to the material Company Owned Real Property free and clear of any and all Liens, other than Permitted Liens. The Company is not obligated under or a party to any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any the material Company Owned Real Property or any portion thereof or interest therein. (b) Section 4.19(b) of the Company Disclosure Letter contains a complete and correct list of the material Company Leased Real Property, (x) including with respect to such Company Leased Real Property the identity date of such lease or sublease and any material amendments thereto and the lessor, lessee and current occupant (if different from lessee) street address of each such parcel of Company Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries, as applicable, has good leasehold title to the Company Leased Real Property, free and clear of any Liens, other than Permitted Liens. All leases and subleases for the Company Leased Real Property are valid and in full force and effect in all material respects except to the extent they have previously expired or terminated in accordance with their terms and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default that would be materially adverse to the Company and its Subsidiaries, taken as a whole, under the provisions of, any lease or sublease for the Company Leased Real Property. Other than as set forth on Section 4.19(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has entered into with any other Person any sublease, license or other Contract that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Company Leased Real Property. (c) The Company Owned Real Property and Company Leased Real Property constitute all real property currently used in connection with the business of the Company and its Subsidiaries (and which are necessary for the continued operation of the business as the business is currently conducted. Except as set forth on Section 4.19(c) of the Company Disclosure Letter or as would not materially affect the ability of the Company and its Subsidiaries, taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Propertyoperate their business as currently conducted, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment Knowledge of the Leased Real Property under such Real Property Leases has not been materially disturbed andCompany, there are no material disputes pending structural, electrical, mechanical or to the knowledge other defects in any improvements located on any of the Company threatened with respect to such Owned Real Property Leases. (iv) To or Company Leased Real Property. Except as would not materially affect the knowledge ability of the Company, no party, other than the Company or and its Subsidiaries, has any right taken as a whole, to use or occupy the Leased Real Property or any portion thereof. (v) Neither operate their business as currently conducted, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Company Owned Real Property or the Company Leased Real Property. No material defaults by . (Ad) Except as would not materially adversely affect the ability of the Company or and its Subsidiaries, taken as a whole, to operate their business as currently conducted, each of the structures, equipment and other tangible assets of the Company and its Subsidiaries or (B) utilized in their manufacturing operations is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and is adequate and suitable for the knowledge of the Company, any landlord or sub-landlord, as applicable, purposes for which it is presently exists under any Real Property Leasebeing used.

Real Property. (ai) Section 4.19(a3.1(aa)(i) of the Company MPX Disclosure Letter lists all MPX Owned Properties and sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertymunicipal addresses thereto. Except as would not be or reasonably be expected has been specifically disclosed by MPX Group to be material to iAnthus in the business of the Company MPX Disclosure Letter, and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for the MPX Permitted LiensEncumbrances, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any MPX Owned Properties, or to purchase or acquire any MPX Owned Properties. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct MPX Data Room contains true and complete copies of all leasesLeases, lease guaranties, subleases, agreements for which are set out in the leasing, use or occupancy of, or otherwise granting a right in and to Section 3.1(aa)(ii) of the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to AcquirorMPX Disclosure Letter. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there No consents or prior written notices are no material disputes pending or to the knowledge of the Company threatened required with respect to such Real Property the Leases, except as set out in Section 3.1(aa)(iii) of the MPX Disclosure Letter. (iv) To the knowledge of MPX: (A) neither MPX Group nor the Companylandlords of the MPX Leased Properties are in material breach of any applicable Laws, no partyincluding any material building, zoning or other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property statutes or any portion thereofofficial plan, or any covenants, restrictions, rights or easements affecting such MPX Leased Properties; and (B) there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the MPX Properties. (v) Neither the Company nor No amounts are owing by MPX Group in respect of any of its Subsidiaries has received written notice the MPX Properties to public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of MPX Group relating to the construction, alteration or repair of or on any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) MPX Properties have been paid in full and, to the knowledge of MPX, no one has filed any construction, builders’, mechanics’ or similar liens relating to the Companysupply of work or materials to or on any of the MPX Properties with respect to amounts that are not in arrears. (vi) Other than MPX Permitted Encumbrances, no part of the MPX Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given to MPX or, to the knowledge of MPX, commenced. (vii) To the knowledge of MPX, the Leases are currently in good standing in all material respects, and, all parties to the Leases have, as of the date hereof, complied in all material respects with their respective obligations under the Leases and to the knowledge of MXP, there exists no claim of any kind or right of set-off against MPX Group as tenant by a landlord or sub-landlordagainst a landlord by MPX Group as tenant as of the date hereof. (viii) MPX Group as tenant is in actual possession of the MPX Leased Properties. MPX Group is not in arrears of rent required to be paid pursuant to the applicable Lease with respect to the MPX Leased Properties. (ix) MPX Group as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to the MPX Leased Properties except as applicable, presently exists under any Real Property Leaseset out in Section 3.1(aa)(ix) of the MPX Disclosure Letter.

Real Property. (a) Section 4.19(a) Each of Dex and the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Dex Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a has good and valid leasehold estate in such Leased Real Property, title free and clear of all LiensLiens to all real property owned by such entities (the “Dex Owned Properties”), except for Permitted LiensLiens that do not materially detract from the present use of such real property. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct A true and complete copies copy of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and each agreement pursuant to the Leased Real Property by or to the Company which Dex or any of its SubsidiariesDex Subsidiary leases any material real property (such agreements, including all together with any amendments, terminations modifications and modifications thereof (other supplements thereto, collectively, the “Real Property Dex Leases”) has heretofore been made available to SuperMedia. Each Dex Lease is valid, binding and enforceable against Dex or an applicable Dex Subsidiary in accordance with its terms and is in full force and effect (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the rights of creditors generally and the availability of equitable remedies), except where the failure to be valid, binding, enforceable and none of such Real Property Leases has been modified in full force and effect, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on Dex. There are no defaults by Dex or any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’Dex Subsidiary, as applicable, possession and quiet enjoyment under any of the Leased Real Property under Dex Leases which, individually or in the aggregate, would have a Material Adverse Effect on Dex. To the Knowledge of Dex, no event has occurred that with or without notice or lapse of time or both would constitute a breach or default thereunder by any party thereto or would permit the termination, modification or acceleration of rent thereunder, except, in each case, for such Real Property Leases has not been materially disturbed andbreaches, there are no material disputes pending defaults, terminations, modifications or accelerations that can not, individually or in aggregate, reasonably be expected to the knowledge of the Company threatened with respect to such Real Property Leaseshave a Material Adverse Effect on Dex. (ivc) To The Dex Owned Properties and the knowledge properties leased pursuant to the Dex Leases (the “Dex Leased Properties”) constitute all of the Company, no party, other than real estate on which Dex and the Company Dex Subsidiaries maintain their facilities or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion conduct their business as of the Leased Real Property. No material defaults by (A) Original Agreement Date, except for locations the Company or its Subsidiaries or (B) to the knowledge loss of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasewhich would not result in a Material Adverse Effect on Dex.

Real Property. (a) Section 4.19(a8.22(a) of the Company Disclosure Letter sets forth a trueSchedules lists: (i) the street address of each parcel of Owned Real Property, correct and complete list(ii) the date on which each parcel of Owned Real Property was acquired, as (iii) the current owner of each such parcel of Owned Real Property, (iv) information relating to the recordation of the date deed pursuant to which each such parcel of this Agreement Owned Real Property was acquired and (v) the current use of each such parcel of Owned Real Property. (wb) Section 8.22(b) of the Disclosure Schedules lists: (i) the street address of each parcel of Leased Real Property, (xii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (yiii) the terms term (referencing applicable renewal periods) and fixed or basic rental payment amounts terms of the leases (and any subleases) pertaining to each such parcel of Leased Real Property and (ziv) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. . (c) Except as described in Section 8.22(c) of the Disclosure Schedules, there is no violation of any Law relating to any of the Owned Real Property that would not be or reasonably be expected to be material have a Material Adverse Effect. SOFEDIT has made available to the business Sellers (to the extent in SOFEDIT's physical possession) true and complete copies of each deed for each parcel of Owned Real Property and, to the extent available, for each parcel of Leased Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals and Permits relating to the Real Property, the operations of SOFEDIT or any SOFEDIT Subsidiary thereon or any other uses thereof. Subject to all applicable leases, either SOFEDIT or a SOFEDIT Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and neither SOFEDIT nor any SOFEDIT Subsidiary has executed and delivered any contractual restrictions that preclude or materially restrict the ability to use the premises for the purposes for which they are currently being used. Except as set forth in Section 8.22(c) of the Company Disclosure Schedules, neither SOFEDIT nor any SOFEDIT Subsidiary has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person, nor has SOFEDIT or any SOFEDIT Subsidiary assigned its interest under any lease or sublease listed in Section 8.22(b) of the Disclosure Schedules to any third party. (d) SOFEDIT has, or has caused to be, delivered to the Sellers (to the extent in SOFEDIT's physical possession) true and its Subsidiaries complete copies of all leases and subleases listed in Section 8.22(b) of the Disclosure Schedules. With respect to each of such leases and subleases: (taken i) such lease or sublease represents the entire agreement between the respective landlord and tenant with respect to such property; (ii) except as a whole)otherwise disclosed in Section 8.22(b) of the Disclosure Schedules, with respect to each parcel of Leased Real Property: (i) The Company such lease or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by sublease: (A) the Company neither SOFEDIT nor any SOFEDIT Subsidiary has received any notice of cancellation or its Subsidiaries termination under such lease or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.sublease,

Real Property. (a) Wendy’s or a Subsidiary of Wendy’s has fee simple title to each real property owned by Wendy’s or a Subsidiary of Wendy’s (each, an “Owned Real Property”), free and clear of all Liens and defects in title, other than Permitted Liens. Except as may be granted in any Real Property Leases or Real Property Subleases or disclosed by any title commitment, title policy, survey or other document made available to Triarc, each Owned Real Property is not subject to any rights of purchase, offer or first refusal that are not recorded in the appropriate office of the county in which the property is located. (b) Wendy’s or a Subsidiary of Wendy’s has a good leasehold estate in each lease of real property (“Real Property Leases”), under which Wendy’s or a Subsidiary of Wendy’s is a tenant or a subtenant (“Leased Real Property”), in each case free and clear of all Liens and defects in title, other than Permitted Liens. Neither Wendy’s nor any Subsidiary of Wendy’s is in breach of or default under the terms of any Real Property Lease, except for any such breach or default that has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. To the knowledge of Wendy’s, no other party to any Real Property Lease is in breach of or default under the terms of any Real Property Lease, which breach or default has had since December 30, 2007 or would reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. Each Real Property Lease is a valid and binding obligation of Wendy’s or the Subsidiary of Wendy’s which is party thereto and, to the knowledge of Wendy’s, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Section 4.19(a3.16(c) of the Company Wendy’s Disclosure Letter Schedule sets forth a true, correct and complete listforth, as of the date of this Agreement of (w) the street address of each parcel of Leased Real PropertyAgreement, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct true and complete copies list of all leases, lease guarantiessubleases or similar agreements under which Wendy’s or a Subsidiary of Wendy’s is the landlord or the sublandlord (such leases, subleasessubleases and similar agreements, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property LeasesSubleases”), and none . Neither Wendy’s nor any Subsidiary of such Wendy’s is in breach of or default under the terms of any Real Property Leases has been modified in any material respectSublease, except for any such breach or default that has not had since December 30, 2007 and would not reasonably be expected to have, individually or in the extent that such modifications have been disclosed by aggregate, a Wendy’s Material Adverse Effect. To the copies delivered knowledge of Wendy’s, no other party to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased any Real Property Sublease is in breach of or default under such the terms of any Real Property Leases Sublease except for any such breach or default that has not been materially disturbed had since December 30, 2007 and would not reasonably be expected to have, individually or in the aggregate, a Wendy’s Material Adverse Effect. Each Real Property Sublease is a valid and binding obligation of Wendy’s or the Subsidiary of Wendy’s which is party thereto and, there are no material disputes pending or to the knowledge of Wendy’s, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the Company threatened with respect to such Real Property Leases. (iv) To the knowledge discretion of the Company, no party, other than the Company or its Subsidiaries, has court before which any right to use or occupy the Leased Real Property or any portion thereofproceeding therefor may be brought. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Neither the Company nor any Subsidiary owns any parcel of real property. (b) Section 4.19(a3.13(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street Schedule lists by address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither real property leased or subleased by the Company nor its Subsidiaries owns or any real property. Except as would not be or reasonably be expected to be Subsidiary that is currently used in and material to the conduct of the business of the Company and its Subsidiaries (the Subsidiaries, taken as a wholewhole (the “Leased Properties”), with respect to each parcel of Leased Real Property: (i) any guaranty given by the Company or any Subsidiary in connection therewith. The Company or one of its Subsidiaries holds has a good and valid leasehold estate interest in such all of the Leased Real PropertyProperties, free and clear of all Liens, except (i) Liens for Permitted Liens. current taxes and assessments not yet past due, (ii) The inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company and its Subsidiaries the Subsidiaries, taken as a whole, or as have delivered not had, and would not reasonably be expected to Acquiror truehave, correct a Company Material Adverse Effect (collectively, “Permitted Liens”). True and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to under which the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof Subsidiaries leases or subleases the Leased Properties (collectively, the “Real Property Leases”)) have been made available to Parent and Merger Co. Except as has not had, and none of such Real Property Leases has been modified in any material respectwould not reasonably be expected to have, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’a Company Material Adverse Effect, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened with respect to such Real Property Leases. (iv) To the knowledge of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any one of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect the right to any portion the use and occupancy of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) Properties, subject to the knowledge terms of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseapplicable Lease relating thereto and Permitted Liens.

Real Property. (a) Section 4.19(a) of Except as set forth in the Company First Merchants Disclosure Letter sets forth a trueand to the knowledge of First Merchants’ Management, correct and complete listFirst Merchants or any Subsidiary has not caused or allowed the generation, as of the date of this Agreement of (w) the street address of treatment, storage, disposal or release at each parcel of Leased real property owned by First Merchants or any Subsidiary (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by First Merchants or FMB for disposition as required by law) (such real property being herein referred to as the “First Merchants Owned Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee”) of each any Toxic Substance, except in compliance with all applicable federal, state and local laws and regulations and except where such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as noncompliance would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as have a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in such Leased Real Property, free and clear of all Liens, except for Permitted LiensMaterial Adverse Effect. (iib) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for Except as disclosed in the leasing, use or occupancy of, or otherwise granting a right in First Merchants Disclosure Letter and to the Leased Real Property by or to the Company or any knowledge of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed andFirst Merchants’ Management, there are no material disputes pending underground storage tanks located on, in or under any First Merchants Owned Real Property and no such First Merchants Owned Real Property has previously contained an underground storage tank. Except as set forth in the First Merchants Disclosure Letter and to the knowledge of the Company threatened with respect to such First Merchants’ Management, First Merchants or any Subsidiary do not own or operate any underground storage tank at any First Merchants Owned Real Property Leases. (iv) and no such First Merchants Savings Owned Real Property has previously contained an underground storage tank. To the knowledge of the CompanyFirst Merchants’ Management, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased First Merchants Owned Real Property is or any portion thereofhas been listed on the CERCLIS. (vc) Neither Except as set forth in the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) First Merchants Disclosure Letter and to the knowledge of the CompanyFirst Merchants’ Management, any landlord no Toxic Substance has been released, spilled, discharged or sub-landlorddisposed at, as applicablein, presently exists on or under any First Merchants Owned Real Property Leasenor, to the knowledge of First Merchants’ Management, are there any other conditions or circumstances affecting any First Merchants Owned Real Property, in each case, which would reasonably be expected to have a Material Adverse Effect.

Real Property. (a) Section 4.19(a5.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list, list as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of all Leased Real Property and all Real Property Leases (zas hereinafter defined) the current use of each pertaining to such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with With respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries Group holds a good and valid leasehold estate in in, and enjoys peaceful and undisturbed possession of, such Leased Real Property, free and clear of all Liens, except for Permitted Liens. (ii) The Company Group’s possession and its Subsidiaries have quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed. (iii) The Group has delivered to Acquiror SPAC true, correct and complete copies of all leases, lease guaranties, subleases, and agreements for the leasing, use or occupancy of, or otherwise granting a right in and or to the Leased Real Property by or to the Company or any of its SubsidiariesGroup, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has have been modified in any material respectrespect following the date of this Agreement, except in accordance with this Agreement and to the extent that such modifications have been disclosed by the copies delivered to AcquirorSPAC. (iiiiv) The Company’s Group is in material compliance with all Liens, encumbrances, easements, restrictions, and its Subsidiaries’, as applicable, possession and quiet enjoyment other matters of record affecting the Leased Real Property under such Real Property Leases Property, and as of the date hereof and during the three (3) years preceding the date of this Agreement, the Group has not been materially disturbed received any notice alleging any material default or breach under any of such Liens, encumbrances, easements, restrictions, or other matters and, there are no material disputes pending or to the knowledge of the Company threatened Company, no material default or breach, nor any event that with respect to such Real Property Leases. (iv) notice or the passage of time would result in a material default or breach, by any other contracting parties has occurred thereunder. To the knowledge of the Company, there are no material disputes with respect to such Real Property Leases as of the date hereof and during the three (3) years preceding the date of this Agreement. (v) As of the date of this Agreement, no party, other than the Company or Group and its Subsidiariesemployees, has any right to use or occupy the Leased Real Property or any portion thereof. (vvi) Neither the Company nor any of its Subsidiaries The Group has not received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by . (Ab) the Company or its Subsidiaries or (B) to the knowledge As of the Companydate hereof, the Group does not have any landlord outstanding obligations and/or liabilities in relation to any real property or sub-landlord, as applicable, presently exists under any instrument related thereto that is not a Leased Real Property or a Real Property Lease. (c) As of the date hereof, the Group does not own any freehold property, land or other real property (“Owned Land”) except as disclosed in Section 5.20(c) of the Company Disclosure Letter (the two plots of land and buildings located in the industrial section of Touqiao section, Minxiong Township, Chiayi County on land number 0022-0000 which the Company intends to use as the site of its future factory expansion). (d) The development, construction and usage of construction projects and decoration projects (including construction or decoration of laboratories, research centers and other experimental facilities, etc.) owned or used by the Group as of the date hereof are conducted in material compliance with applicable Laws and all material Permits thereunder have been duly obtained in accordance with applicable Laws.

Real Property. (a) Section 4.19(a) HSBC Finance Corporation has made available to Purchaser complete and accurate copies of each of the Company Disclosure Letter sets forth Assigned Leases. The Purchased Real Property is not subject to any lease, license or sublicense in favor of any third party. (b) Seller or a true, correct Seller subsidiary has good and complete list, as of marketable fee simple title to the date of this Agreement of (w) the street address of each parcel of Leased Purchased Real Property, (x) the identity free and clear of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Propertyall Liens other than Permitted Liens. Neither the Company nor its Subsidiaries owns any real property. Except as would not be Seller or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds Selling Entity has a good and valid marketable leasehold estate interest in such each Leased Real Property, free and clear of all Liens, except for Liens other than Permitted Liens. (iic) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Real Property by or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment As of the Leased Real Property under such Real Property Leases has not been materially disturbed anddate hereof, there are no material disputes pending pending, or to Sellers’ Knowledge threatened, appropriation, condemnation, eminent domain or like proceedings relating to the knowledge of the Company threatened with respect to such Purchased Real Property Leasesor, to Sellers’ Knowledge, the Leased Real Property. (ivd) To the knowledge As of the Companydate hereof, all of the Business Premises, including all buildings, structures, improvements and fixtures, are in sufficiently good operating condition and repair, reasonable wear and tear excepted, and have not suffered any material damage by fire or other casualty not otherwise covered by insurance which has not heretofore been repaired and restored in all material respects, except for damage that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, no party, Person other than the Company Selling Entities has (or its Subsidiarieswill have, has at Closing) (i) any right in any of the Purchased Real Property or any right to use or occupy any portion of the Leased Purchased Real Property or (ii) any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding right to use or proposed similar Action or agreement for taking in lieu of condemnation with respect to occupy any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (a) Section 4.19(a3.13(a) of the Company Disclosure Letter Schedule sets forth a true and complete list of all real property owned by, or to be contributed pursuant to the Contribution Agreement to, the Acquired Companies (the “Owned Real Property”). The Seller has delivered to Purchaser true, complete and correct copies of the following documents in the Seller’s possession (i) the deeds and other instruments that evidence ownership by the Seller or the Acquired Companies of the Owned Real Property; and (ii) all surveys in their possession or in the possession of the Seller relating to the Owned Real Property. As of the Closing Date, the Acquired Companies will have good and marketable title to the Owned Real Property set forth on Section 3.13(a) of the Disclosure Schedule, free and clear of all Encumbrances, except for Permitted Encumbrances. Except as set forth on Section 3.13(a) of the Disclosure Schedule, no lease or other right to use or occupy the Owned Real Property or any portion thereof has been granted by the Seller, the Acquired Companies or any of their respective Affiliates to any Person. There is no pending, or to the Knowledge of the Seller, threatened, condemnation or similar proceeding relating to any Owned Real Property. (b) Section 3.13(b) of the Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement of (w) the street address list of each parcel of lease and sublease by which the Seller or an Acquired Company leases or subleases any real property (or portions thereof) used in the Business (such leases or subleases, the “Real Property Leases” and such leased real property, the “Leased Real Property, (x) ”). True and complete copies of all Real Property Leases have been made available to the identity Purchaser. As of the lessor, lessee and current occupant Closing Date the Acquired Company that is party thereto (if different from lessee) of each such parcel of Leased Real Property, (y) or which has theretofore occupied the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected pursuant to be material to the business a lease in favor of the Company and its Subsidiaries (taken as Seller) will have a whole), with respect to each parcel of Leased Real Property: (i) The Company or one of its Subsidiaries holds a good and valid leasehold estate interest in such all Leased Real Property, free and clear of all LiensEncumbrances, except for Permitted LiensEncumbrances. (iic) The Each Real Property Lease is valid, in full force and effect and enforceable against the Seller or Acquired Company that is party thereto, and its Subsidiaries have delivered to Acquiror truethe Knowledge of the Seller, correct and complete copies of all leasesthe counterparties thereto, lease guarantiesin each case, subleases, agreements for subject to the leasing, use or occupancy Enforceability Exceptions. Neither the Seller nor any Acquired Company is in material breach of, or otherwise granting material default under, any Real Property Lease to which it is a right in party, and to the Leased Knowledge of the Seller, excluding any instances where such breach or default has been cured, no counterparty thereto is in material breach of, or material default under, any Real Property by Lease, beyond applicable notice and grace periods, and neither Seller or Acquired Company has received written notice of any such material breach or material default which remains uncured. Except as would not be material to the Company or any of its SubsidiariesBusiness, including all amendments, terminations and modifications thereof (collectivelytaken as a whole, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to Seller or the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’Acquired Companies, as applicable, have undisturbed possession and quiet enjoyment of the Leased Real Property under such the applicable Real Property Leases Lease. (d) Except as set forth on Section 3.13(d) of the Disclosure Schedule, there has not been materially disturbed andany sublease or assignment entered into by the Seller, there are no material disputes pending the Acquired Companies or to the knowledge any of their respective Affiliates in respect of any Real Property Lease. (e) None of the Company threatened Seller, the Acquired Companies or any of their respective Affiliates have received any written notice from the holder of any mortgage or deed of trust presently encumbering the Owned Real Property or the Leased Real Property, from an insurance company that has issued a policy with respect to such the Owned Real Property Leases. (iv) To or the knowledge Leased Real Property, or from any board of fire underwriters or any other Governmental Authority claiming any material defect or deficiency in the Company, no party, other than the Company Owned Real Property or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither requesting the Company nor any of its Subsidiaries has received written notice performance of any condemnation proceeding material repairs, alterations, or proposed similar Action other work on the Owned Real Property or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property, that have not been cured or repaired to the satisfaction of the requestor. (f) Except as contemplated by the Transition Services Agreement, each Real Property does not now rely on any facilities (other than facilities covered by easements appurtenant to the Real Property or facilities of municipalities or public utilities) located on any property that is not part of the Real Property to fulfill any municipal or other governmental requirement. No material defaults by (A) the Company other building or its Subsidiaries or (B) to the knowledge other property that is not part of a Real Property relies upon any part of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leaseto fulfill any municipal or other governmental requirement, or to provide any essential building systems or utilities.

Real Property. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased Real PropertyLeases: (i) The Company or one of its Subsidiaries holds a good Seller has provided Purchaser with true and valid leasehold estate in such Leased Real Property, free and clear correct copies of all Liens, except for Permitted LiensReal Property Leases and a list of all tenants or other occupants of the Premises subject to a Real Property Lease as of the date set forth on such list. (ii) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased Each Real Property by Lease is in full force and effect in all material respects and has not been modified or amended except as noted herein, and, neither Seller nor, to Seller’s Knowledge, the Company or landlord is in default under any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquirorrespective obligations thereunder. (iii) The Company’s and Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, neither Seller nor any of its Subsidiaries’, as applicable, possession and quiet enjoyment Affiliates has received any written notice of the Leased a condemnation proceeding relating to any real property that is subject to a Real Property under Lease that would materially affect the current use, occupancy and value of any such Real Property Leases has not been materially disturbed andreal property, there are no material disputes nor, to the best of Seller’s Knowledge and the Knowledge of any of its Affiliates, is any condemnation proceeding pending or to the knowledge of the Company threatened with respect to such Real Property Leasesthreatened. (iv) To Except as set forth on Schedule 5.7(a)(iv), to Seller’s Knowledge, there are no consents required by third-parties with respect to the knowledge any real property which is subject to a Real Property Lease in connection with the consummation of the Company, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereoftransactions contemplated hereby. (v) Neither the Company nor any Schedule 5.7(a)(v) is a true and correct list of its Subsidiaries has received written notice of any condemnation proceeding all real property leases, subleases, licenses or proposed similar Action or agreement for taking in lieu of condemnation with respect other Contracts relating to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) , and any amendments thereto, to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Leasewhich Seller is a party.

Real Property. The CBOT Holdings Owned Real Property and the CBOT Holdings Leased Real Property described in Section 3.15 of the CBOT Holdings Disclosure Letter (collectively, the “CBOT Holdings Real Property”) constitute all the fee and leasehold interests in real property of CBOT Holdings and the CBOT Holdings Subsidiaries. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address of each parcel of Leased Real Property, (x) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Leased Real Property and (z) the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real property. Except as would not be or reasonably be expected to be material With respect to the business of the Company and its Subsidiaries (taken as a whole), with respect to each parcel of Leased CBOT Holdings Real Property: (i) The Company no portion of any CBOT Holdings Owned Real Property has suffered any damage by fire or one other casualty loss which has not heretofore been completely repaired and restored, except as would not, individually or in the aggregate, reasonably be expected to materially and adversely interfere with the use of its Subsidiaries holds a the CBOT Holdings Owned Real Property; (ii) CBOT Holdings has made available to CME Holdings complete and accurate copies of all of the following materials relating to any CBOT Holdings Real Property, to the extent in CBOT Holdings’ or any CBOT Holdings Subsidiary’s possession or control: all Leases of CBOT Holdings Leased Real Property (including any amendments, modifications or supplements thereto); all CBOT Holdings Material Leases (including any amendments, modifications or supplements thereto), and with respect to the CBOT Holdings Owned Real Property, the current rent roll, receivables report, and, to the knowledge of CBOT Holdings, the most recent title insurance policy for the East Building and the most recent Tax appraisals; and (iii) all of the materials with respect to the CBOT Holdings Real Property that have been made available to CME Holdings, other than those specifically described in Section 3.15(a)(ii) above, are not, to CBOT Holdings’ knowledge, misleading in any material respect. (b) With respect to the CBOT Holdings Owned Real Property: (i) CBOT Holdings or the applicable CBOT Holdings Subsidiary has good and valid leasehold estate in marketable title to such Leased CBOT Holdings Owned Real Property, free and clear of all Liens, except for Liens other than Permitted Liens.Liens and those Liens set forth in Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter; (ii) The Company Other than with respect to matters being addressed with the Vaulted Sidewalk and its Subsidiaries have delivered Bollard Project affecting the North Building and with respect to Acquiror trueone of the five back-up chillers which is not in working order, correct all buildings, structures, fixtures and complete copies of improvements included within the CBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good repair and operating condition in all leasesmaterial respects, lease guarantiessubject only to ordinary wear and tear, subleases, agreements and are adequate and suitable in all material respects for the leasingpurposes for which they are presently being used or held for use, and to the knowledge of CBOT Holdings, there are no facts or conditions affecting any of the CBOT Holdings Improvements that, in the aggregate, would reasonably be expected to materially and adversely interfere with the current use, occupancy or operation thereof; (iii) the existing buildings and improvements located on such CBOT Holdings Owned Real Property are located, to the knowledge of CBOT Holdings, entirely within the boundary lines of such CBOT Holdings Owned Real Property or on permanent easements on adjoining land benefiting such CBOT Holdings Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a grandfathered use) for their material current uses; (iv) there are no outstanding purchase agreements, options or rights of first refusal to purchase such CBOT Holdings Owned Real Property, or any material portion thereof or any material interest therein; (v) other than the Parking Agreement listed on Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter, Section 3.15(b)(v) of the CBOT Holdings Disclosure Letter sets forth all Leases, written or oral, granting to any party (other than CBOT Holdings or any CBOT Holdings Subsidiary) the right of use or occupancy ofof more than 10,000 square feet of any CBOT Holdings Owned Real Property, whether by one Lease or otherwise granting a right in and by more than one Lease to the Leased Real Property by or to the Company or any of its Subsidiariessame party (each, including all amendments, terminations a “CBOT Holdings Material Lease” and modifications thereof (collectively, the “Real Property CBOT Holdings Material Leases”), and none each CBOT Holdings Lease is the legal, valid, binding, and enforceable obligation of such Real Property Leases has been modified in any material respectCBOT Holdings or the applicable CBOT Holdings Subsidiary that is lessor thereunder, except and, with respect to each CBOT Holdings Material Lease: (1) to the extent that knowledge of CBOT Holdings, each such modifications have been disclosed CBOT Holdings Material Lease is in full force and effect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary following the consummation of the transactions contemplated by the copies delivered to Acquiror.this Agreement; (iii2) The Company’s neither CBOT Holdings nor any CBOT Holdings Subsidiary has received any written notice that it is in default under any such CBOT Holdings Material Lease, nor, to the knowledge of CBOT Holdings, is CBOT Holdings or any CBOT Holdings Subsidiary or any other party to such CBOT Holdings Material Lease in default under any such CBOT Holdings Material Lease, and its Subsidiaries’no event has occurred, as applicablewhich, possession and quiet enjoyment after the giving of notice, with lapse of time, or otherwise, would constitute a material default by CBOT Holdings or any CBOT Holdings Subsidiary or, to the Leased Real Property knowledge of CBOT Holdings, any other party under such Real Property Leases has not been materially disturbed CBOT Holdings Material Lease; and, (3) there are no material disputes disputes, oral agreements or forbearance programs in effect as to any such CBOT Holdings Material Lease; and (vi) there is no pending or to the knowledge of the Company CBOT Holdings, threatened with respect litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such CBOT Holdings Owned Real Property Leases. (iv) To which would, individually or in the knowledge of the Companyaggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, and there are no partypending or, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the CompanyCBOT Holdings, any landlord or sub-landlord, as applicable, presently exists under any threatened condemnation proceedings relating to CBOT Holdings Owned Real Property Leasewhich, if the condemnation was successful, would reasonably be expected to materially and adversely interfere with, detract from or restrict the current operation, value or use of property subject thereto; (vii) except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, such CBOT Holdings Owned Real Property is in compliance with the terms and provision of any restrictive covenants, easements, or agreements affecting such Owned Real Property.

Real Property. (a) The Acquired Subsidiaries do not own, and have not owned, any real property, and there is no material real property owned by any Seller or any of its Affiliates used or held solely for use in the operation of the Business. (b) Section 4.19(a4.15(b) of the Company Seller Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement of (w) the street address or other description of each parcel of Acquired Leased Real Property, (x) the identity and a true and complete description of the lessorAcquired Lease (including the date, lessee if available, and current occupant name of the parties to such Lease). Parent has delivered or made available to Purchaser a true and complete copy of the aforementioned Lease (if different from lesseeincluding all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof) and all material ancillary documents related thereto (including consents, documents recording variations, memoranda of each such parcel lease, options, rights of Leased Real Propertyexpansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). (yc) The Acquired Lease is in full force and effect and is enforceable in accordance with its terms, subject to the terms Enforceability Exceptions. No Seller or any of its Affiliates (including the Acquired Subsidiaries) has received any written notice of any, and rental payment amounts pertaining to each such parcel the Knowledge of Leased Real Property and (z) Sellers there is no, material default under the current use of each such parcel of Leased Real Property. Neither the Company nor its Subsidiaries owns any real propertyAcquired Lease. Except as would not be or reasonably be expected to be material set forth in Section 4.15(c) of the Seller Disclosure Letter, to the business Knowledge of the Company and its Subsidiaries (taken as a whole)Sellers, with respect to each parcel of Leased Real Property: the Lease: (i) The Company there are no material disputes with respect to the Lease; (ii) no Seller or one any of its Subsidiaries holds a good and valid leasehold estate in Affiliates has subleased, licensed or otherwise granted any Person the right to use or occupy such Acquired Leased Real Property, free Property or any portion thereof; and clear of all Liens, (iii) there are no material Liens on the estate or interest created by such Lease except for Permitted Liens. (iid) The Company and its Subsidiaries have delivered to Acquiror trueTo the Knowledge of Sellers, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, Acquired Leased Real Property is free from any use or occupancy ofrestrictions, except those imposed by applicable zoning laws, ordinances and regulations, none of which materially interfere with the use of the Acquired Leased Real Property, and from all non-ordinary course Taxes or otherwise granting a right in and to assessments. (e) To the Knowledge of Sellers, the Acquired Leased Real Property has not suffered any material damage by fire or to other casualty which has not heretofore been repaired and restored in all material respects. (f) To the Company Knowledge of Sellers, no Seller or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none Affiliates has received any notice of such Real Property Leases has been modified in any material respect, except to the extent that such modifications have been disclosed by the copies delivered to Acquiror. (iii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed and, there are no material disputes pending or to the knowledge of the Company threatened violation with respect to such Real Property Leases. (iv) To the knowledge any of the CompanyAcquired Leased Real Property, and there exists no party, other than the Company material conflict or its Subsidiaries, has dispute with any right Governmental Authority relating to use or occupy the any Acquired Leased Real Property or any portion thereofthe activities thereon. (v) Neither the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property. No material defaults by (A) the Company or its Subsidiaries or (B) to the knowledge of the Company, any landlord or sub-landlord, as applicable, presently exists under any Real Property Lease.

Real Property. (ai) Section 4.19(aHosting does not own any Real Property. Networks does not own any Real Property. Hosting is not a party to any agreement or option to purchase any Real Property or interest therein. (ii) of the Company Disclosure Letter Schedule 3(n)(ii) attached hereto sets forth a true, correct true and complete list, as of the date of this Agreement list of (wA) the street address of each parcel of all Leased Real Property that is used or held for use by Hosting or Networks in connection with, the operation of their respective Hosting Business as currently operated by each of them (collectively, the "Hosting Leased Real Property, ") and (xB) the identity date and the names of the lessor, lessee and current occupant (if different from lessee) parties to each Real Property Lease in respect of each such parcel of Leased Real Property, (y) the terms and rental payment amounts pertaining to each such parcel of Hosting Leased Real Property (collectively, the "Hosting Real Property Leases"). Hosting and (z) the current use Networks has delivered to VitalStream a true and complete copy of each written Hosting Real Property Lease, and in the case of any oral Hosting Real Property Lease, a written summary of the material terms of such parcel of Leased Hosting Real Property. Neither the Company nor its Subsidiaries owns any real propertyProperty Lease. Except as would not be or reasonably be expected to be material to the business of the Company and its Subsidiaries (taken as a whole)set forth on Schedule 3(n)(ii) attached hereto, with respect to each parcel of Leased Hosting Real Property: (iA) The Company or one of its Subsidiaries holds a good such Hosting Real Property Lease is legal, valid, binding, enforceable and valid leasehold estate in such Leased Real Property, free full force and clear of all Lienseffect, except for Permitted Liens.as such enforceability may be limited by (1) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors' rights generally and (2) applicable equitable principles (whether considered in a proceeding at law or in equity); (iiB) The Company the transactions contemplated by this Agreement and its Subsidiaries have delivered the other Transaction Agreements do not require the consent of any other party to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in and to the Leased such Hosting Real Property by Lease (except as set forth in Schedule 3(b) attached hereto), will not result in a breach of or to the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “default under such Hosting Real Property Leases”)Lease, and none of will not otherwise cause such Hosting Real Property Leases has been modified Lease to cease to be legal, valid, binding, enforceable and in any material respect, except to full force and effect on identical terms following the extent that such modifications have been disclosed by the copies delivered to Acquiror.Closing; (iiiC) The Company’s and its Subsidiaries’, as applicable, Neither Hosting's nor Network's possession and quiet enjoyment of the Hosting Leased Real Property under such Hosting Real Property Leases Lease has not been materially disturbed anddisturbed, and there are no material disputes pending or to the knowledge of the Company threatened with respect to such Hosting Real Property Leases.Lease; (ivD) To Neither Hosting's or Network's, on the knowledge one hand, nor, to the Knowledge of Hosting and Networks, any other party to such Hosting Real Property Lease, on the Companyother hand, is in breach or default under such Hosting Real Property Lease, and no partyevent has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Hosting Real Property Lease; (E) Neither Hosting nor Networks owe in the future, any brokerage commissions or finder's fees with respect to such Hosting Real Property Lease; (F) The other than party to such Hosting Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, Hosting or Networks; (G) Neither Hosting nor Networks has subleased, licensed or otherwise granted any Person the Company or its Subsidiaries, has any right to use or occupy the such Hosting Leased Real Property or any portion thereof; (H) Neither Hosting nor Networks has collaterally assigned or granted any other Lien in such Hosting Real Property Lease or any interest therein; and (I) Except as may arise by operation of law or under any Hosting Real Property Lease, there are no Liens on the estate or interest created by such Hosting Real Property Lease. (iii) All Improvements included in the Hosting Leased Real Property are in good condition and repair and sufficient for the operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon. (iv) There is no condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting any parcel of Hosting Leased Real Property or any portion thereof or interest therein. There is no injunction, decree, order, writ or judgment outstanding, nor any Claims, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Hosting Leased Real Property or any portion thereof, or the operation of the Hosting Business of Hosting as currently conducted thereon or contemplated to be conducted thereon. (v) Neither The Hosting Leased Real Property is in compliance with all applicable Real Property Laws (including any Environmental, Health and Safety Requirements, zoning, planning, subdivision, platting or similar Laws) affecting the Company nor any of its Subsidiaries has received written notice of any condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Hosting Leased Real Property. No material defaults by (A) , and the Company or its Subsidiaries or (B) to the knowledge current use and occupancy of the Company, any landlord or sub-landlord, as applicable, presently exists under Hosting Leased Real Property and operation of the Hosting Business of Hosting thereon does not violate any Real Property LeaseLaws. Neither Hosting nor Networks has received any notice of violation of any Real Property Law and there is no basis for the issuance of any such notice or the taking of any action for such violation. There is no pending or anticipated change in any Real Property Law that will have a Hosting Material Adverse Effect on the ownership, lease, use or occupancy of any Hosting Leased Real Property or any portion thereof in the continued operation of the Hosting Business of Hosting and Networks as currently conducted thereon or contemplated to be conducted thereon.