Common use of Real Property Clause in Contracts

Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has never ownedvalid title to each parcel of the Real Property indicated on Schedule 4.4(a) any real property as being owned by such Seller, free and clear of all Liens arising by, through or any ownership interest thereinunder Sellers, other than Permitted Liens. (b) Schedule 3.12(b) sets forth The Sellers have not received written notice from any Governmental Entity that a list portion of all leasesthe Real Property, licenses or similar agreements to which the Company is a party that are for the use any building or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyerimprovement located thereon, together with all related documentscurrently violates any Law in any material respect, including non-disturbance agreementsthose Laws relating to zoning, underlying ground leasesbuilding, title insurance policiesland use, surveyshealth and safety, lease amendments fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or modificationscompliance of the Real Property therewith. Except for any applicable Permitted Lien, notices of renewal no Real Property is subject to any written governmental decree or non-renewalorder specifically issued with respect to such Real Property (or, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(bSellers’ Knowledge, any threatened or proposed order) are referred to herein collectively as requiring the “Leased Premises”). The Leases are in full force and effectrepair, and no party thereto is in default removal or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear alteration of any and all Liensimprovement located on such Real Property. (c) The buildings structures, fixtures, buildings, improvements and structures that equipment (including the Facilities) on the Real Property are part of being transferred at the Leased Premises are in good repair and conditionClosing AS-IS, normal wear and tear exceptedWHERE-IS, and are in WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on Sellers’ Knowledge, threatened against any of the Leased Premises, Real Property or any improvement thereon. (d) Schedule 1.1-A describes each of the structural elements thereof, Easement Facilities included within the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally soundAssets. All of the Leased Premises such Easement Facilities are located either in (i) has direct access land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to public roads Section 6.17, or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andno pending or, to the Knowledge of the CompanySellers, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of threatened claims that (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any access theretoLien affecting the land covered by the Existing Easement, andor that the Sellers are otherwise in default thereof, to the Knowledge of the Company, no such proceedings are contemplated, or (y) use of such public rights-of-way is not in compliance in any special assessment material respect with applicable Law or pending improvement liens to be made by any Governmental Authority which could affect any authorization of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations applicable Governmental Entity with respect jurisdiction over the use thereof. Subject to any of the Leased Premises. (d) Except for the LeasesSection 6.7, the Company has not entered into any lease, sublease, license, occupancy agreement, option, Sellers shall convey all of their right, concession title and interest in and to the Existing Easements free and clear of all Liens arising by, through or under the Sellers, other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Businessthan Permitted Liens. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesEasement Facilities are being transferred AS-IS, WHERE-IS, WITH ALL FAULTS.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; (vii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and (ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (a) The Company does not own (and has never owned) any real property. (S) 4A(k) of the Sellers' Disclosure Schedule lists and describes briefly all real property leased or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements subleased to which the Company is a party that are for Company. The Sellers have delivered to the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in (S) 4A(k) of the Sellers' Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are Except as disclosed on (S) 4A(k) of the Sellers' Disclosure Schedule, with respect to each lease and sublease listed in (S) 4A(k) of the Sellers' Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) the Company is not in material breach or default of any lease or sublease, and to the Sellers' Knowledge, no third party thereto to any such lease or sublease is in default material breach or breach under any such Lease. No material default, and to the Sellers' Knowledge, no event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a material breach of or material default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (civ) The buildings and structures that are part of with respect to each sublease, to the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased PremisesSellers' Knowledge, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility representations and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer warranties set forth in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises subsections (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current through (iii) above are true and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations correct with respect to any of the Leased Premises.underlying lease; and (dv) Except for the Leases, the Company has not entered into assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof interest in the conduct of the Business. The Company does not use leasehold or permit any of its Properties to be held at any real property other than the Leased Premisessubleasehold, except Customarily Permitted Liens.

Real Property. (a) The Company does not own (and has never ownedSchedule 3.07(a) any contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the Seller or any ownership interest thereinits Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property. (b) Schedule 3.12(b3.07(b) sets forth contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the Seller or its Affiliates, leases, licenses or similar agreements to which sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Company is a party that are for Business (collectively, the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to BuyerLeased Real Property” and, together with all related documentsthe Owned Real Property, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased PremisesReal Property”). The Leases are in full force and effect) as lessee, and no party thereto is in default licensee or breach under any such Lease. No event has occurred whichsublicensee, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensas applicable. (c) The buildings Except as set forth on Schedule 3.07(c), the Seller and structures that are part its Affiliates have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the Leased Premises are in good repair and conditionClosing, normal wear and tear exceptedthe Seller will not be obligated under, and are in the aggregate sufficient nor will be a party to, any option, right of first refusal or other contractual right to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on purchase, acquire, sell, assign or dispose of any of the Leased Premises, the structural elements thereof, the mechanical systems Owned Real Property or any portion thereof or interest therein. (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsd) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior With respect to the date of this AgreementReal Property, and are structurally sound. All of the Leased Premises there is no (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andpending or, to the Knowledge of the CompanySeller, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any threatened condemnation, eminent domain or similar taking proceeding affecting or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of any the Real Property that prohibits or materially interferes with the current use of the Leased Premises Real Property. (e) Except as set forth on Schedule 3.07(e), within the past two (2) years, the Seller has not received any written notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Station’s use thereof. (f) Within the past two (2) years, the Seller has not received any access thereto, andwritten notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the CompanySeller. Except as identified in Schedule 3.07(f), no such proceedings are contemplated, (y) Person has any special assessment or pending improvement liens right to be made by acquire any Governmental Authority which could affect interests in any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesOwned Real Property. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (and has never owned) any real property. SECTION 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all real property leased or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements subleased to which the Company is a party that are for Company. The Seller has delivered to the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in SECTION 4A(k) of the Seller's Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are Except as disclosed on SECTION 4A(k) of the Seller's Disclosure Schedule, with respect to each lease and sublease listed in SECTION 4A(k) of the Seller's Disclosure Schedule: (i) To the Knowledge of Seller, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) To the Knowledge of Seller, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) The Company is not in material breach or default of any lease or sublease, and to the Seller's Knowledge, no third party thereto to any such lease or sublease is in default material breach or breach under any such Lease. No material default, and to the Seller's Knowledge, no event has occurred which, with the passage notice or lapse of time or the giving of notice or both, would cause constitute a material breach of or material default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (civ) The buildings and structures that are part of with respect to each sublease, to the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased PremisesSeller's Knowledge, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility representations and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer warranties set forth in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises subsections (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current through (iii) above are true and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations correct with respect to any of the Leased Premises.underlying lease; and (dv) Except for the Leases, the Company has not entered into assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof interest in the conduct of the Business. The Company does not use leasehold or permit any of its Properties to be held at any real property other than the Leased Premisessubleasehold, except Customarily Permitted Liens.

Real Property. (a) The Company Target does not own (and has never owned) any real property. Section 4(m) of the Disclosure Schedule lists and describes briefly all real property leased or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements subleased to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Target. The Transferor has delivered to North American correct and complete copies of which have previously been furnished the leases and subleases listed in Section 4(m) of the Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are With respect to each lease and sublease listed in Section 4(m) of the Disclosure Schedule: (A) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (D) no party to the lease or sublease has repudiated any Lease. The Company provision thereof; (E) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (F) Target has not received a valid leasehold interest in each notice from the lessor indicating that the lease will not be renewed at the end of its Leased Premises, free and clear of current term for any and all Liens.additional terms provided for in the lease; (cG) The buildings and structures that are part the term of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in lease will continue for a minimum of six months past the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems Closing Date; (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsH) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leaseseach sublease, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract representations and warranties set forth in subsections (A) through (G) above are true and correct with respect to the underlying lease; (I) Target has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (J) all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (K) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (L) the Transferor is not aware of any pending or threatened foreclosure or other enforcement proceedings relating to the real property underlying the leases or subleases set forth in Section 4(m) of the Disclosure Schedule that could result in Target's loss of possession of such real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (and has never owned) any All of the real property owned by Sellers and used primarily in the business and operation of the Publications is identified on Schedule 3.10(a), together with all buildings, structures, residences, fixtures, landscaping, utility lines, roads, driveways, fences, parking areas, contiguous and adjacent entry rights, construction in progress, and all other improvements to such real property that are owned by Sellers or any ownership interest therein.Affiliate, located in and upon such real property, and used primarily in the business and operation of the Publications, together with all rights, privileges, and easements appurtenant to the foregoing (all of the foregoing collectively referred to as the “Owned Real Property”); (b) Schedule 3.12(b3.10(b) sets forth a complete and accurate list of all leases, licenses or similar agreements to which leasehold interests of Sellers used primarily in the Company is a party that are for business and operation of the use or occupancy of real estate Publications (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased PremisesReal Property”). The Leases Leased Real Property and the Owned Real Property are in full force collectively referred to as the “Real Property”. (c) Good and effect, and no party thereto marketable fee title to each parcel of Owned Real Property disclosed on Schedule 3.10(a) is in default or breach under any owned by Sellers set forth on such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesschedule, free and clear of any and all Liens. , easements, rights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or title defects, of any nature whatsoever, except for Permitted Encumbrances (c) The buildings and structures that are part of the Leased Premises are as defined below). As used in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises term “Permitted Encumbrances” means (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current Liens for Taxes not yet due and reasonably anticipated future transportation requirements of the business conducted at such Leased Premisespayable; and (ii) is served Liens for Taxes which are being contested in good faith and by all utilities appropriate proceedings in such quantity the amount of which a reserve has been created and quality as set forth on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business consistent with past practice or which are necessary being contested in good faith and sufficient to satisfy by appropriate proceedings in the current business activities conducted at such Leased Premises, andamount of which a reserve has been created on the Closing Date Balance Sheet (which reserve under clauses (ii) or (iii) shall, to the Knowledge of the Companyextent Sellers are successful in finally, there is no condition which could be reasonably expected to result in the termination of definitively and irrevocably contesting any such utilities or Liens and Buyer effectively gets the benefit thereof, will upon written notice and delivery of satisfactory proof thereof, be refunded to Sellers); (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and other services. Neither similar encumbrances which do not materially interfere with the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion current use of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.Owned Real Property;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b) are referred to herein collectively as (collectively, the “Leased Premises”"Permitted Real Estate Encumbrances"); ii. The the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; vi. The Company except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; vii. the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; viii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and ix. to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (a) The Company does not own (and has never ownedSchedule 3.07(a) any contains a list of all real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) that is owned in fee simple by the LIN Companies, and immediately following the Merger Closing will be owned in fee simple by the Seller or any ownership interest thereinits Affiliates, in each case, in connection with the Business (collectively, the “Owned Real Property”) and the principal use for such real property. (b) Schedule 3.12(b3.07(b) sets forth contains a list of all material contracts, agreements and leases (collectively, “Real Property Leases”) pursuant to which the LIN Companies, and immediately following the Merger Closing the Seller or its Affiliates, leases, licenses or similar agreements to which sublicenses real property (including any appurtenant easements, buildings, structures, fixtures and other improvements thereon) in connection with the Company is a party that are for Business (collectively, the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to BuyerLeased Real Property” and, together with all related documentsthe Owned Real Property, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased PremisesReal Property”). The Leases are in full force and effect) as lessee, and no party thereto is in default licensee or breach under any such Lease. No event has occurred whichsublicensee, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensas applicable. (c) The buildings and structures that are part of Except as set forth on Schedule 3.07(c), the Leased Premises are in good repair and condition, normal wear and tear exceptedLIN Companies have, and are immediately prior to the Closing the Seller or its Affiliate will have good and marketable fee simple title to the Owned Real Property, in each case free and clear of Liens, other than Permitted Liens. Except as set forth on Schedule 3.07(c), immediately prior to the aggregate sufficient Closing, the Seller will not be obligated under, nor will be a party to, any option, right of first refusal or other contractual right to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on purchase, acquire, sell, assign or dispose of any of the Leased Premises, the structural elements thereof, the mechanical systems Owned Real Property or any portion thereof or interest therein. (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsd) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior With respect to the date of this AgreementReal Property, and are structurally sound. All of the Leased Premises there is no (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andpending or, to the Knowledge of the CompanySeller, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any threatened condemnation, eminent domain or similar taking proceeding affecting or (ii) to the Knowledge of Seller, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of any the Real Property that prohibits or materially interferes with the current use of the Leased Premises Real Property. (e) Except as set forth on Schedule 3.07(e), none of the Seller or the LIN Companies, within the past two (2) years, received any access theretowritten notice of any material violation of any material Law affecting the Owned Real Property or the Real Property Leases or the Stations’ use thereof. (f) Within the past two (2) years, andnone of the Seller nor the LIN Companies has received any written notice of any existing plan or study by any Governmental Authority or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Owned Real Property or Real Property Leases and the Seller has no knowledge of any such plan or study with respect to which it has not received written notice. Except as set forth in the Revenue Leases, to the Knowledge of Seller, there is no Person in possession of any Owned Real Property other than the CompanySeller or the LIN Companies. Except as identified in Schedule 3.07(f), no such proceedings are contemplated, (y) Person has any special assessment or pending improvement liens right to be made by acquire any Governmental Authority which could affect interests in any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesOwned Real Property. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Other than as set forth in Section 3.25 of the Company does Disclosure Letter, with respect to each parcel of real property owned by the Company or any of the Subsidiaries which is material to the operations of the Company and any of its Subsidiaries (collectively, the “Owned Real Property”): (i) the Company or any of the Subsidiaries, as the case may be, has good and marketable indefeasible fee simple title, free and clear of all liens, charges, mortgages, security interests and encumbrances, except (A) Permitted Encumbrances; (B) easements for the erection and maintenance of public utilities exclusively serving the properties; or (C) other easements and encumbrances affecting the properties so long as same do not own render title to the Owned Real Property unmarketable or uninsurable; (ii) neither the Company nor any of the Subsidiaries, as the case may be, has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and has never owned(iv) neither the Company nor any of the Subsidiaries is a party to any agreement or option to purchase any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth With respect to each premise leased by the Company or any of the Subsidiaries (collectively, the “Leased Real Property”), the Company or any of the Subsidiaries, as the case may be, has delivered or made available to Parent and Acquisition Co. a list true and complete copy of all leases, subleases, licenses or similar agreements to which the Company is a party that are for the use other agreement including all amendments, extensions, renewals or occupancy of real estate guaranties thereof (“Leases”) for such Leased Real Property. With respect to each of the aforementioned Leases: (accurate and complete copies of which have previously been furnished to Buyer, together i) with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related respect to the Leases identified on Schedule 3.12(b) are referred Company and its Subsidiaries and, to herein collectively as the “Leased Premises”). The Leases are knowledge of the Company, with respect to the other party thereto, such Lease is legal, valid, binding, enforceable and in full force and effect, ; (ii) the transactions contemplated by this Agreement or the Tender and no Voting Agreement do not require the consent of any other party thereto is in default or breach under any to such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no material disputes with respect to such Lease; (iv) neither the Company nor any of the Subsidiaries, as the case may be, nor, to the knowledge of the Company or any of the Subsidiaries, as the case may be, any other party to the Lease is in breach or default under such Lease. The , and to the knowledge of the Company no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a valid leasehold breach or default, or permit the termination, modification or acceleration of rent under such Lease; (v) to the knowledge of the Company 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; (vi) neither the Company nor any of the Subsidiaries, as the case may be, owes, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (vii) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any of the Subsidiaries; (viii) neither the Company nor any of the Subsidiaries, as the case may be, has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (ix) neither the Company nor any of the Subsidiaries, as the case may be, has collaterally assigned or granted any other security interest in each such Lease or any interest therein; and (x) there are no Liens on the estate or interest created by such Lease, other than, in the case of its (i) through (x) above, for any such case where there is no current or reasonably likely material interference with the operations conducted at the Leased Premises, free and clear of any and all LiensReal Property as presently conducted (or as would be conducted at full capacity). (c) The buildings Company’s and structures that are part each Subsidiary’s current use of the Leased Premises are Real Property is in good repair material compliance with applicable Law and condition, normal wear and tear exceptedany applicable restrictions of record, and are in neither the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on Company nor any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) Subsidiary has direct access to public roads or access to public roads by means received any notice of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination material violation of any such utilities Law or other services. restriction with respect to the Leased Real Property that has not been cured. (d) Neither the Company nor any of its Affiliates the Subsidiaries, as the case may be, has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premiseswritten notice, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate knowledge of the Company oral notice, from any insurance company of any material defects or inadequacies in the Owned Real Property or Leased Real Property or any other Person that part thereof, which would materially interfere with and adversely affect the use thereof in the conduct insurability of the Business. The Company does not use same or permit of any termination or threatened (in writing) termination of its Properties to be held at any real property other than the Leased Premisespolicy of insurance.

Real Property. (ai) The Company does not own (ss.3(l)(i) of the Disclosure Schedule lists and has never owned) any describes briefly all real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements leased to which Sewcal. Sewcal has delivered to the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in ss.3(l)(ii) of the Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, date). With respect to each lease amendments or modifications, notices and sublease listed in ss.3(l)(ii) of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Disclosure Schedule to the Leases identified on Schedule 3.12(bbest of Sellers knowledge: (A) are referred to herein collectively as the “Leased Premises”). The Leases are lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in ss.2 above); (C) no party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (cD) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior party to the date of this Agreementlease or sublease has repudiated any provision thereof; (E) there are no disputes, and are structurally sound. All of the Leased Premises (i) has direct access to public roads oral agreements, or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities forbearance programs in such quantity and quality effect as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities lease or other services. Neither the Company nor any of its Affiliates has received notice of sublease; (xF) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leaseseach sublease, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (G) Sewcal has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (H) all facilities leased or real property. None subleased thereunder have received all approvals of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere governmental authorities (including licenses and permits) required in connection with the use operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (I) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the conduct operation of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.said facilities; and

Real Property. (ai) The Company does not own (and has never owned) any With respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (A) the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Encumbrance, (B) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any ownership portion thereof or interest therein, and (C) neither the Company nor any of its Subsidiaries leases Owned Real Property to anyone else. (bii) Schedule 3.12(b) sets forth a list of all leases, licenses With respect to the real property leased or similar agreements subleased to which the Company is a party that are for the use or occupancy of real estate its Subsidiaries (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased PremisesReal Property”). The Leases are , the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and no party thereto none of the Company or any of its Subsidiaries is in material breach of or default under such lease or breach under any such Lease. No sublease, and no event has occurred which, with the passage notice, lapse of time or the giving of notice or both, would cause constitute a breach of or default under by any Lease. The of the Company has a valid leasehold interest in each of or its Leased PremisesSubsidiaries or permit termination, free and clear of modification or acceleration by any and all Liensthird party thereunder. (iii) Section 5.1(k)(iii) of the Company Disclosure Letter contains a true and complete list of all Owned Real Property and Leased Real Property. Section 5.1(k)(iii) of the Company Disclosure Letter sets forth a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property. (iv) For purposes of this Section 5.1(k) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of such asset but specifically excludes (a) specified encumbrances described in Section 5.1(k)(iv) of the Company Disclosure Letter; (b) encumbrances for current Taxes or other governmental charges not yet due and payable; (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionmechanics’, normal wear and tear exceptedcarriers’, and are workmen’s, repairmen’s or other like encumbrances arising or incurred in the aggregate sufficient ordinary course of business consistent with past practice relating to satisfy obligations as to which there is no default on the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge part of the Company, there or the validity or amount of which is no condition which could be reasonably expected to result being contested in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made good faith by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. appropriate proceedings; (d) Except for other encumbrances that do not, individually or in the Leasesaggregate, materially impair the Company has not entered into any leasecontinued use, subleaseoperation, license, occupancy agreement, option, right, concession value or other Contract with respect to any facilities or real property. None marketability of the Leased Premises is subject specific parcel of Owned Real Property to any commitment which they relate or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The business of the Company does not use and its Subsidiaries as presently conducted; (e) restrictions or permit exclusions which would be shown by a current title report or similar report; and (f) any of its Properties to condition or other matter, if any, that may be held at any real property other than the Leased Premisesshown or disclosed by a current and accurate survey or physical inspection.

Real Property. (a) The Schedule 5.9 contains a brief ------------- ------------ description of (i) each parcel of real property owned by any Company does not own (the "Owned ----- Real Property") and has never owned(ii) each option held by any Company to acquire any real property or any ownership interest therein. (b) ------------- property. Schedule 3.12(b) 5.9 sets forth a list of all leases, licenses each lease or similar agreements to agreement ------------ under which the any Company is a party that lessee of, or holds or operates, any real property owned by any third Person, except those which are terminable by such Company without penalty on 60 days' or less notice or which provide for annual lease payments of less than $75,000 (the use or occupancy of real estate "Leased Real Property"). -------------------- (“Leases”b) (accurate and complete copies of which have previously been furnished to Buyer, together The Owned Real Property is in conformity with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments deed restrictions and other covenants and conditions recorded or modifications, notices of renewal or non-renewal, expansion options and purchase options) (running with the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”)land. The Leases are in full force current use and effect, and no party thereto operation of the Owned Real Property is in default or breach under any such Lease. No event has occurred which, substantial conformity with the passage certificate(s) of time or occupancy issued for such Owned Real Property. All of the giving buildings, structures, equipment and other tangible assets of notice or both, would cause a breach the Companies located on the Owned Real Property are sufficient to support the conduct of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensthe Business by the Companies as currently conducted at such Owned Real Property. (c) The buildings and structures that are Neither the whole nor any part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased PremisesOwned Real Property or, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date Knowledge of this AgreementParent, and are structurally sound. All of the any Leased Premises (i) has direct access Real Property is subject to public roads any pending suit for condemnation or access to public roads other taking by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisesany Governmental Body, and, to the Knowledge of the CompanyParent, there is no condition which could be reasonably expected to result in the termination of any such utilities condemnation or other servicestaking is threatened. (d) Parent makes the following representations and warranties with respect to the Downers Grove Real Property: (i) Leases. Neither the Company nor any of its Affiliates has received notice of (xSchedule 5.9(d) any condemnation, eminent domain or similar proceeding affecting any portion of any contains a complete and correct list ------ --------------- of the Leased Premises or any access theretoDowners Grove Real Property Leases, true and correct copies of which Parent has made available to Buyer. Except as set forth in Schedule 5.9(d), --------------- (A) each of the Downers Grove Real Property Leases is in full force and effect and is enforceable against Parent and, to the Knowledge of Parent, the Companyother parties thereto, no such proceedings are contemplatedin each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (yB) any special assessment or pending improvement liens Parent is not in, nor, to the Knowledge of Parent, alleged to be made by any Governmental Authority which could affect in, breach or violation of or default under any of the Leased Premises, or Downers Grove Real Property Leases; (zC) any violations of building codes and/or zoning ordinances all rental or other governmental regulations payments due under the Downers Grove Real Property Leases as of the date hereof have been paid in full and no rental payments have been paid more than one month in advance; (D) there are no leasing commissions or tenant improvements allowances, payments or credits presently due and unpaid or which could become due with respect to any of Downers Grove Real Property Lease; and (E) no tenant under any Downers Grove Real Property Lease has withheld any payments under its Downers Grove Real Property Lease for any reason, nor has any tenant exercised or threatened to exercise any retention or set-off whatsoever against the Leased Premisesrentals payable thereunder. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own Section 3.20(a) of the Disclosure Schedule lists: (i) the street address of each parcel of Owned Real Property, (ii) the current owner of each such parcel of Owned Real Property and has never owned(iii) any real property or any ownership interest thereinthe current use of each such parcel of Owned Real Property. (b) Section 3.20(b) of the Disclosure Schedule 3.12(blists: (i) sets forth a list the street address of all leaseseach parcel of Leased Real Property, licenses or similar agreements to which (ii) the Company is a party that are for identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property and (iii) the current use or occupancy of real estate (“Leases”) (accurate and complete copies each such parcel of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all LiensReal Property. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior Company has made available to the Purchaser, or shall make available to the Purchaser within three (3) Business Days after the date of this Agreementhereof, true, legible and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andcomplete copies, to the Knowledge extent available, of all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, Permits, other Encumbrances, title documents and other documents relating to or otherwise affecting the Real Property, the operations of the CompanyCompany or any Subsidiary thereon or any other uses thereof. Either the Company or a Subsidiary, there as the case may be, is no condition which could be reasonably expected to result in the termination peaceful and undisturbed possession of any such utilities or other serviceseach parcel of Real Property. Neither the Company nor any of its Affiliates Subsidiary has received notice of (x) leased or subleased any condemnation, eminent domain parcel or similar proceeding affecting any portion of any parcel of the Leased Premises or Real Property to any access thereto, and, other Person and no other Person has any rights to the Knowledge of the Companyuse, no such proceedings are contemplated, (y) any special assessment occupancy or pending improvement liens enjoyment thereof pursuant to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy or other agreement, optionnor has the Company or any Subsidiary assigned its interest under any lease or sublease listed in Section 3.20(b) of the Disclosure Schedule to any third party. (d) The Company has, rightor has caused to be, concession delivered to the Purchaser true and complete copies of all leases and subleases listed in Section 3.20(b) of the Disclosure Schedule and any and all ancillary documents (the "Ancillary Lease Documents") pertaining thereto (including, but not limited to, all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including, without limitation, consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each such lease and sublease: (i) such lease or other Contract sublease, together with all Ancillary Lease Documents delivered pursuant to the first sentence of this Section 3.20(d), is in full force and effect and represents the entire agreement between the respective landlord and tenant with respect to any facilities such Leased Real Property; (ii) such lease or real property. None sublease will not cease to be in full force and effect on terms identical to those currently in effect as a result of the Leased Premises is subject consummation of the transactions contemplated by this Agreement, nor will the consummation of the transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease; (A) neither the Company nor any commitment Subsidiary has received any notice of cancellation or other arrangement for its sale termination under such lease or use by sublease and (B) neither the Company nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured; (iv) none of the Company, any Affiliate Subsidiary or, to the knowledge of the Company, any other party to such lease or sublease is in breach or default in any material respect and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease; and (v) neither the Company nor any Subsidiary has exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options"). (e) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the knowledge of the Company, threatened against the Real Property. (f) All the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and, to the knowledge of the Company, there are no facts that would prevent the Real Property from being occupied by the Company or any Subsidiary, as the case may be, after the Closing in the same manner as occupied by the Company or such Subsidiary immediately prior to the Closing. (g) No improvements on the Real Property and none of the current uses and conditions thereof violate any Encumbrance, applicable deed restrictions or other Person that would materially interfere applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Real Property, other than those which are transferable with the use thereof in Real Property, are required by any Governmental Authority having jurisdiction over the conduct Real Property. (h) All improvements on any Real Property are wholly within the lot limits of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisessuch Real Property.

Real Property. (a) The Company does not own (and has never owned) any real property. (S) 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all real property leased or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements subleased to which the Company is a party that are for Company. The Seller has delivered to the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). With respect to each lease and sublease listed in (S) 4A(k) of the Seller's Disclosure Schedule: (A) The Leases are lease or sublease is a legal, valid, binding, enforceable obligation of the Company, and is in full force and effecteffect as to the Company, and no party thereto as to Seller's Actual Knowledge, is in full force and effect as to any third parties thereto; (B) The consummation of the transactions contemplated by the Agreement will not affect the legal, valid, binding, and enforceable nature of the lease or sublease. (C) The Company is not in material breach or default of any lease or breach under sublease, and to the Seller's Actual Knowledge, no third party to any such Lease. No lease or sublease is in material breach or material default, and to the Seller's Actual Knowledge, no event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a material breach of or material default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (cD) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient with respect to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andeach sublease, to the Knowledge of Sellers' Actual Knowledge, the Company, there is no condition which could be reasonably expected to result representations and warranties set forth in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of subsections (xA) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings through (C) above are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations true and correct with respect to any of the Leased Premises.underlying lease; and (dE) Except for the Leases, the Company has not entered into assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof interest in the conduct of the Business. The Company does not use leasehold or permit any of its Properties to be held at any real property other than the Leased Premisessubleasehold, except Customarily Permitted Liens.

Real Property. (a) The Company does not own (and has never owned) any real property. (S) 4A(k) of the Seller's Disclosure Schedule lists and describes briefly all real property leased or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements subleased to which the Company is a party that are for Company. The Seller has delivered to the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in (S) 4A(k) of the Seller's Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). Except as disclosed on (S) 4A(k) of the Seller's Disclosure Schedule, with respect to each lease and sublease listed in (S) 4A(k) of the Seller's Disclosure Schedule: (A) The Leases are lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) The lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby except for the leased premises covered by the New Lease; (C) The Company is not in material breach or default of any lease or sublease, and to the Seller's Actual Knowledge, no third party thereto to any such lease or sublease is in default material breach or breach under any such Lease. No material default, and to the Seller's Actual Knowledge, no event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a material breach of or material default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (cD) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient with respect to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andeach sublease, to the Knowledge of Sellers' Actual Knowledge, the Company, there is no condition which could be reasonably expected to result representations and warranties set forth in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of subsections (xA) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings through (C) above are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations true and correct with respect to any of the Leased Premises.underlying lease; and (dE) Except for the Leases, the Company has not entered into assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof interest in the conduct of the Business. The Company does not use leasehold or permit any of its Properties to be held at any real property other than the Leased Premisessubleasehold, except Customarily Permitted Liens.

Real Property. (aSection 2(h) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Schedule 3.12(bReal Estate: (i) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (ii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iii) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (iv) To the Seller's Knowledge, none of the properties is subject to any lease (other than Leases), option to purchase or rights of first refusal; (v) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (v) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vi) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (vii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vi) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted; (vii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (ix) except as noted in Section 2(h) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (x) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (ai) The Neither the Company does not own (and has never owned) nor any Subsidiary owns any real property or any ownership interest thereininterests in real property. (ii) (S) 4(l)(ii) of the Disclosure Schedule lists and describes briefly all real property (a) leased or subleased to the Company and each Subsidiary including without limitation, each of the leases or subleases covering the Company's office at ▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and covering the premises of each of the Stores (collectively, the "Store Leases"), and (b) Schedule 3.12(b) sets forth a list of all leases, licenses leased or similar agreements to which subleased by the Company is a party that are for and any Subsidiary to third parties, including the use or occupancy of real estate (“Leases”) (accurate Company's and each Subsidiary's franchisees and area developers. The Sellers have delivered to the Buyer correct and complete copies of which have previously been furnished the leases and the subleases listed in (S) 4(l)(ii) of the Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, date). With respect to each lease amendments or modifications, notices and sublease listed in (S) 4(l)(ii) of renewal or non-renewal, expansion options and purchase optionsthe Disclosure Schedule: (A) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as Knowledge of the “Leased Premises”). The Leases are Principal Sellers, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (B) subject to the receipt of consents set forth in (S) 4(l)(ii) of the Disclosure Schedule, to the Knowledge of the Principal Sellers, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, which transactions will not violate the terms thereof; (C) no party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (cD) The buildings and structures that no party to the lease or sublease has repudiated any provision thereof; (E) there are part of no disputes, oral agreements, or forbearance programs in effect as to the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient lease or sublease; (F) with respect to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premiseseach sublease, the structural elements thereof, the mechanical systems representations and warranties set forth in subsections (including all heating, ventilating, air conditioning, plumbing, electrical, utility A) through (E) above are true and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior correct with respect to the date of this Agreement, and are structurally sound. All of the Leased Premises underlying lease; (iG) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither neither the Company nor any of its Affiliates Subsidiary has received notice of (x) assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any condemnation, eminent domain interest in the leasehold or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises.subleasehold; (dH) Except all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (I) All facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None operation of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisessaid facilities.

Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest thereinproperty. (b) Schedule 3.12(bSCHEDULE 3.15(b) sets forth a list of lists and describes briefly all leases, licenses real property leased or similar agreements subleased to which the Company. The Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate has delivered to Parent correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options the leases and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”subleases listed in SCHEDULE 3.15(b). The Leases are With respect to each lease and sublease listed in SCHEDULE 3.15(b): (i) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect in all material respects; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification of a material term or condition, or acceleration thereunder, except as disclosed in SCHEDULE 3.15(b); (iv) no party to the lease or sublease has repudiated any Lease. provision thereof; (v) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (vi) The Company has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in each of its Leased Premises, free and clear of any and all Liens.the leasehold or subleasehold; (cvii) The buildings all facilities leased or subleased thereunder have received all approvals of Governmental Entities (including licenses and structures that are part of permits) required in connection with the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon operation thereof and have no material defects been operated and maintained in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premisesaccordance with applicable Laws; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (dviii) Except all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None operation of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisessaid facilities.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: i. the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b) are referred to herein collectively as (collectively, the “Leased Premises”"Permitted Real Estate Encumbrances"); ii. The the Leases are and, immediately following the Closing will be, legal, valid, binding, enforceable, and in full force and effect; iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; v. none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; vi. The Company except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; vii. the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; viii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and ix. to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (a) The Company does not own (Section 3.21(a) of the Sellers’ Disclosure Schedule contains a true and has never owned) any correct list of each parcel of real property leased to or any ownership interest thereinby the Sellers that is now, or at the time of the Closing will be, used or held for use in or otherwise related to or necessary for the conduct of, the Business (the “Leased Real Property”). (b) Purchaser will assume the Sellers’ interests in the Leased Real Property listed in Section 3.21(b) of the Sellers’ Disclosure Schedule, exclusive however, of the New York Lease in the event that the New York Lease is terminated pursuant to Item 4 of Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options6.2(c) (the parcels “Purchased Leased Real Property”) and such Purchased Leased Real Property shall be included in the Purchased Assets. The Sellers have a valid and subsisting leasehold estate in and the right to quiet enjoyment of real property related the Purchased Leased Real Property for the full term of the lease of such properties. Each lease with respect to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Purchased Leased Premises”). The Leases are Real Property is a legal, valid and binding agreement, enforceable in full force accordance with its terms and effectthere is no, and no party thereto is in none of the Sellers has received notice of any, default (or breach under any such Lease. No condition or event has occurred whichthat, with the passage after notice or lapse of time or the giving of notice or both, would cause constitute a breach default) thereunder. None of or default under the Sellers owes any Lease. The Company has a valid leasehold interest brokerage commissions with respect to any such Purchased Leased Real Property (including, without limitation, any contingent obligation in each respect of its Leased Premises, free and clear of any and all Liensfuture lease extensions). (c) The buildings Sellers have delivered to Purchaser prior to the execution of this Agreement true and structures that are part complete copies of all leases (including any amendments and renewal letters) and, to the extent reasonably available, copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents with respect to the Purchased Leased Premises Real Property. (d) The buildings, structures, equipment and improvements on the Purchased Leased Real Property are in good repair operating condition and conditionin a state of good maintenance and repair, normal ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access presently being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, used and, to the Knowledge of the CompanySellers’ Knowledge, there is are no condition which could be reasonably expected to result in the termination condemnation or appropriation proceedings pending or threatened against any of such Purchased Leased Real Property or any such utilities plants, buildings or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premisesstructures thereon. (de) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at Sellers owns any real property other than the Leased Premisesproperty.

Real Property. 2.15.1. Section 2.15.1 of the Disclosure Schedule contains a true and correct list of (ai) The Company does not own (and has never owned) any each parcel of real property owned (the "Owned Real Property") by the Company, (ii) each parcel of real property leased or any ownership interest therein. subleased or otherwise occupied by the Company as tenant or subtenant (bthe "Leased Real Property"; together with the Owned Real Property, the "Real Property") Schedule 3.12(b) sets forth together with a true and correct list of all such leases, licenses subleases or other similar agreements to which the Company is a party that are for the use and any amendments, modifications or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) extensions thereto (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”"Real Property Leases"). The Leases are in full force and effect, and no party thereto is (iii) all Liens relating to or affecting any parcel of Real Property, in default or breach under any such Lease. No event has occurred whicheach case identifying the owner, with the passage of time or the giving of notice or both, would cause a breach of or default under any Leaselessor and lessee thereof. 2.15.2. The Company has a valid leasehold interest in each of good and marketable title to its Leased PremisesOwned Real Property, free and clear of all Liens, other than as specifically listed in Section 2.15.2 of the Disclosure Schedule. 2.15.3. Subject to the terms of its leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Section 2.15.3 of the Disclosure Schedule, there is no, and neither the Equityholders nor the Company, have knowledge of any, or has received any, notice of any uncured default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. The Company has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No penalties are accrued and unpaid under any Real Property Lease. 2.15.4. The Equityholders shall deliver to Purchaser upon the execution of this Agreement true and complete copies of all (i) title policies, mortgages, deeds of trust, deeds, leases, easements, restrictive covenants, certificates of occupancy, and similar documents, and all Liensamendments thereto concerning the Owned Real Property, and (ii) Real Property Leases and, to the extent reasonably available, all other documents referred to in clause (i) of this paragraph with respect to the Leased Real Property. (c) The buildings and structures that are part 2.15.5. Except as disclosed in Section 2.15.5 of the Leased Premises Disclosure Schedule, the improvements on the Real Property are in good repair operating condition and conditionin a state of good maintenance and repair, normal ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access presently being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, used and, to the Knowledge knowledge of each of the Equityholders and of the Company, there is are no condition which could be reasonably expected to result in condemnation or appropriation proceedings pending or threatened against Real Property or the termination of any such utilities or other servicesimprovements thereon. 2.15.6. Neither the Equityholders nor the Company nor has any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion knowledge of any of the Leased Premises claim, action or any access theretoproceeding, andactual or threatened, to the Knowledge of against the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made the Real Property by any Governmental Authority Person which could would materially affect any the future use, occupancy or value of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company Real Property or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisespart thereof.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and all real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has or will have at or before Closing good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions, options to purchase, rights of first refusal or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing, to the Seller's Knowledge, will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) the Seller is not in breach or default of any Lease (or has repudiated any provision thereof), and to the Seller's Knowledge, no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) to the Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) to the Seller's Knowledge, structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) to Seller's Knowledge, planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vi) to the Seller's Knowledge, all buildings and improvements on the Real Estate are in good condition and repair, normal wear and tear excepted; (vii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; and (viii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (bincluding, without limitation, complete legal descriptions for all of the Real Estate) Schedule 3.12(b) sets forth a list in connection with the operation of all leases, licenses or similar agreements the Station. The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (xi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changes in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real Estate are in good operating condition and repair, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate relating to the Stations: (i) the Seller has title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable against Seller, and in full force and effect; (iii) to Sellers' Knowledge, no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; or (iii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Seller's use thereof; (vii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (viii) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations in all material respects; and (ix) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (aSection 2(h) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller will have as of Closing good title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(h) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens.; (cv) The buildings and structures that are part none of the Leased Premises are in good repair Owned Real Estate and conditionto the Seller's Knowledge, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any none of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior properties subject to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises Leases is subject to any commitment lease (other than Leases), option to purchase or other arrangement for rights of first refusal; (vi) all buildings and improvements on the Real Estate are being sold in "as is" condition without warranty of their condition or habitability; (vii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its sale or use by rights thereunder; and (viii) to the CompanySeller's Knowledge, any Affiliate all facilities on the Real Estate have received all approvals of the Company or any other Person that would materially interfere governmental authorities (including licenses, permits and zoning approvals) required in connection with the use operation thereof and have been operated and maintained in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesaccordance with applicable laws, rules, and regulations.

Real Property. (a) The Company does not own (and has never ownedSection 3.12(a) any of the Disclosure Schedule lists each parcel of real property or any ownership interest thereinowned by the ▇▇▇▇▇▇ Entities, except the Retained Real Property, identified by its street address for the US and Canadian properties, other than the undeveloped parcels of land for which no street addresses are available (the “Owned Real Property”). The ▇▇▇▇▇▇ Entities own all of the Owned Real Property with good and valid title, free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule Section 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for Disclosure Schedule lists the use or occupancy street address of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels each parcel of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as leased, subleased, or licensed by any ▇▇▇▇▇▇ Entity which has an annual lease, sublease or license rate in excess of $500,000 (the “Leased PremisesReal Property”)) and there is no oral or other non-written agreement for the lease, sublease or license of real property by any ▇▇▇▇▇▇ Entity for a charge in excess of $500,000 annually. The Leases Assuming good fee title vested in the applicable landlord, each ▇▇▇▇▇▇ Entity has a valid, binding and, to Seller’s Knowledge, enforceable leasehold interest in the Leased Real Property of which such ▇▇▇▇▇▇ Entity is the lessee, sublessee or licensee, free and clear of all Encumbrances, except Permitted Encumbrances, and none of the ▇▇▇▇▇▇ Entities have received written notice that they are in full force and effect, and no party thereto is in breach of or default or breach under any such Lease. No lease, sublease or license, and, to Seller’s Knowledge, no event has occurred which, with the passage notice, lapse of time or the giving of notice or both, would cause constitute a material breach of or default under by any Lease. The Company has a valid leasehold interest in each of its Leased Premises▇▇▇▇▇▇ Entity or permit termination, free and clear of modification or acceleration by any and all LiensPerson thereunder. (c) The buildings and structures that are part Except as set forth in Section 3.12(c) of the Leased Premises are in good repair and conditionDisclosure Schedule, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any none of the ▇▇▇▇▇▇ Entities have leased any Owned Real Property, Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads Real Property or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, any portion thereof and, to the Knowledge of the CompanySeller’s Knowledge, there is are no condition which could be reasonably expected outstanding purchase options, rights of first offer or rights of first refusal granted to result in the termination of any Person to purchase or lease such utilities Owned Real Property, Leased Real Property or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises thereof or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premisesinterest therein. (d) Except for as set forth in Section 3.12(d) of the LeasesDisclosure Schedule, the Company no written notice of any current or future condemnation, requisition, expropriation or taking by any Governmental Authority has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract been received with respect to the whole or any facilities or real property. None material portion of the Owned Real Property or the Leased Premises is subject Real Property and to Seller’s Knowledge, no condemnation, requisition, expropriation or taking by any commitment or other arrangement for its sale or use by the Company, any Affiliate Governmental Authority of the Company whole or any material portion of the Owned Real Property or the Leased Real Property is threatened or contemplated. (e) To the Seller’s Knowledge, the Owned Real Property and Leased Real Property are in material compliance with all applicable building, zoning, subdivision, health and safety, other Person that land use and all other related Laws, except where the failure or omission to so comply would materially interfere with the use thereof not, individually or in the conduct aggregate, be material to the ▇▇▇▇▇▇ Entities, taken as a whole, and, to the Seller’s Knowledge, the current use and occupancy of the Business. The Company does not use or permit any of its Properties to be held at any real property other than Owned Real Property and the Leased PremisesReal Property do not materially violate any such Laws.

Real Property. (a) The Company does not Sellers own (good and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leasesindefeasible fee simple and/or good and valid leasehold title, licenses or similar agreements to which as the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyercase may be, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred Real Property, subject to herein collectively as the “Leased Premises”)Permitted Encumbrances. The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, Real Property will be conveyed to Buyers free and clear of any and all Liens.Liens except (i) any lien for taxes not yet due and payable, (ii) any lease obligations under the Contracts assumed by Buyers, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (iv) zoning regulations and other governmental laws, rules, regulations, codes, orders and directives affecting the Real Property, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that would be revealed by an accurate survey or inspection of the Real Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Hospital in a manner consistent with the current use by Sellers, (vi) any encumbrances or defects that do not materially interfere with the operations of the Hospital and other Facilities in a manner consistent with the current use by Sellers, (vii) any Liens arising under the Contracts assumed by B▇▇▇▇▇, (viii) the matters described on Schedule 3.10, and (ix) with respect to the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). With respect to the Real Property: (a) Except as set forth in Schedule 3.10(a), no Seller has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property, which violation has not been corrected; (b) Except as set forth in Schedule 3.10(b), to the knowledge of Sellers, the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or is considered legally non-conforming or “grandfathered” thereunder; (c) The buildings Except for the Permitted Encumbrances, there are no tenants or other Persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.10(c), and structures no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by Sellers to any tenant pursuant to such tenant leases, nor is any landlord improvement work required to be completed by Sellers pursuant to such tenant leases, in each case, except as disclosed in Schedule 3.10(c); (d) Attached to Schedule 3.10(d) is a “rent roll” which sets forth for those leases where a Seller is landlord (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; and (iii) the security deposits held by Sellers for each tenant listed on the rent roll; (e) Except as set forth on Schedule 3.10(e), no Seller has received during the past five (5) years any written notice from any Government Entity of any (i) existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that are would result in the taking of any material portion of the Owned Real Property or that would materially and adversely affect the current use of any part of the Leased Premises Owned Real Property, (ii) public improvements that are required to be made and which have not heretofore been assessed against the Owned Real Property, or (iii) pending or threatened special, general or other assessments against or affecting any of the Owned Real Property (other than municipal or county-wide assessments in good repair the ordinary course) which have not heretofore been assessed; (f) Except as set forth on Schedule 3.10(f), to Sellers’ knowledge, all permanent certificates of occupancy and conditionall other material licenses, normal wear permits, authorizations, consents, certificates and tear exceptedapprovals required by all Governmental Entities having jurisdiction for the current use of the Owned Real Property by Sellers have been issued for the Owned Real Property, have been paid for and are in full force and effect (excluding any licenses, permits, authorizations, consents, certifications and approvals which are required to operate the aggregate sufficient businesses owned or operated by Sellers); (g) Schedule 3.10(g) sets forth an accurate and complete list of all written and oral leases, subleases, licenses or other rental agreements that grant or will grant to satisfy any Seller as lessee, sublessee or licensee thereunder a possessory interest in and to any space in the Company’s Leased Real Property necessary for the operation of the Facilities as currently conducted, including any ground leases and any leases for parking (collectively, the “Operating Leases”). Sellers have delivered or otherwise made available to Buyers materially complete, correct and current business activities copies of all Operating Leases. Except as conducted thereon set forth on Schedule 3.10(g), there are no Seller Guaranties with respect to the Operating Leases and the Operating Leases are assignable by the applicable Seller to the applicable Buyer, subject to obtaining any required consents to such assignment. The Operating Leases have not been modified, amended or assigned by Sellers, except as set forth on Schedule 3.10(g), are legally valid, binding and enforceable against the applicable Seller and, to Sellers’ knowledge, all other parties thereto in accordance with their respective terms and are in full force and effect. Except as set forth on Schedule 3.10(g), there are no material defects in the improvements on defaults by Sellers or, to Sellers’ knowledge, any other party under any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased PremisesOperating Leases, and, to the Knowledge knowledge of Sellers, no event has occurred which with the Companygiving of notice or passage of time, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnationboth, eminent domain or similar proceeding affecting any portion of would constitute a material default under any of the Leased Premises Operating Leases; (h) Except as set forth on Schedule 3.10(h), no Seller is a party to or subject to any access thereto, and, Tax abatement or payment-in-lieu of taxes agreement relating to the Knowledge Owned Real Property nor are there any outstanding waivers or agreements extending the statute of the Company, no such proceedings are contemplated, (y) limitations for any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations period with respect to any Tax to which the Owned Real Property may be subject following the Closing; and (i) The Real Property comprises all of the Leased Premises. (d) Except for real property owned or leased or otherwise used or occupied by Sellers that is associated with or employed in the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None operation of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesFacilities.

Real Property. (a) The Company does not own (Schedule 3.10(a) sets forth a complete and has never owned) any accurate list of all real property owned in fee by Sellers or any ownership interest therein.their respective affiliates and used primarily in the business of the Newspaper (the “Owned Real Property”); (b) Schedule 3.12(b3.10(b) sets forth a complete and accurate list of all leases, licenses or similar agreements to which leasehold interests used primarily in the Company is a party that are for business of the use or occupancy of real estate Newspaper (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased PremisesReal Property”). The Leases Leased Real Property and the Owned Real Property are in full force collectively referred to as the “Real Property”; (c) Sellers hold good and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage marketable fee title to each parcel of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased PremisesOwned Real Property disclosed on Schedule 3.10(a), free and clear of any and all Liens. , easements, rights-of-way, licenses, use restrictions, claims, charges, options, rights of first offer, rights of first refusal or title defects, except for Permitted Encumbrances of any nature whatsoever (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premisesdefined below). As used herein, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises term “Permitted Encumbrances” means (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current liens for taxes not yet due and reasonably anticipated future transportation requirements of the business conducted at such Leased Premisespayable; and (ii) is served liens for taxes which are being contested in good faith and by all utilities appropriate proceedings in such quantity the amount of which a reserve has been created on the Closing Date Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like liens arising in the ordinary course of business or which are being contested in good faith and quality as are necessary by appropriate proceedings in the amount of which a reserve has been created on the Closing Date Balance Sheet; or (iv) easements, rights-of-way, encroachments, licenses, restrictions, conditions and sufficient to satisfy other similar encumbrances incurred or suffered in the ordinary course of business and which do not materially interfere with the current business activities conducted at such Leased Premises, and, to the Knowledge use of the CompanyOwned Real Property or result in, there is no condition which could or would not reasonably be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnationin, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises.a Material Adverse Effect; (d) Except Sellers have a valid and enforceable interest in each parcel of Leased Real Property disclosed in Schedule 3.10(b) as being leased by Sellers; and (e) There is no action or proceeding pending or, to the knowledge of Sellers, threatened in writing, by any governmental agency or authority for assessment or collection of past-due taxes, impact fees or special assessments affecting any part of any Owned Real Property, and no condemnation or eminent domain proceeding is pending or, to the Leasesknowledge of Sellers, the Company has not entered into threatened in writing, against any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to part of any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesOwned Real Property.

Real Property. (a) The Company does not own (Section 4.9(a) of the Disclosure Letter sets forth the owner, address and has never owned) any description of each real property owned by a Banner Company or for which it holds in The Netherlands a right of superficies (opstalrecht) (the “Owned Real Property”). Except as set forth on Section 4.9(a) of the Disclosure Letter, with respect to each Owned Real Property: (i) the Banner Companies have good and marketable fee simple title, free and clear of all Encumbrances, except only for the Permitted Encumbrances, and Seller has made available to Buyer true, correct and complete copies of each deed for each parcel of Owned Real Property and all title insurance policies and surveys issued to or prepared at the request of a Banner Company that relate to the Owned Real Property; (ii) no Banner Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any ownership portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Owned Real Property are in working condition, sufficient for the current operation of the Owned Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Owned Real Property or any portion thereof, by eminent domain; (v) there are no outstanding material violations of any covenant, condition or restriction affecting such Owned Real Property; and (vi) there exists no default under any mortgage, nor any event which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default thereunder by any party thereto. Seller has delivered or made available to Buyer a true and complete copy of all mortgage loan agreements and any modifications or amendments of such mortgage loan agreements and documents relating to such mortgage loan agreements, affecting each Owned Real Property. (b) Schedule 3.12(bSection 4.9(b) of the Disclosure Letter sets forth (i) the address of each real property currently leased or subleased to or by a Banner Company, as lessee or sublessee (the “Leased Real Property”), and (ii) a true and complete list of all leasesleases and subleases, licenses or similar and all modifications and amendments of and agreements relating to which such leases and subleases (such leases and subleases, as modified and amended, collectively, the Company is a party that are for the use or occupancy of real estate (“Leases” or individually a “Lease”) (accurate for each such Leased Real Property. Seller has delivered or made available to Buyer a true and complete copies copy of which have previously been furnished each such Lease. Except as set forth in Section 4.9(b) of the Disclosure Letter, with respect to Buyereach of the Leases: (i) such Lease is legal, together with all related documentsvalid, including non-disturbance agreementsbinding, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options enforceable and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no ; (ii) the transactions contemplated by this Agreement do not require the consent of any other party thereto is in default or breach under any to such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause will not result in a breach of or default under such Lease and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Banner Companies has assigned any of its Leases or any interest in such Leases or sublet any portion of the premises leased to them under such Leases; (iv) to Seller’s Knowledge, all structural elements of the buildings, structures and improvements on the Leased Real Property are in working condition, sufficient for the current operation of the Leased Real Property and, to Seller’s Knowledge, there are no proceedings instituted or threatened by any Governmental Authority to condemn or acquire the Leased Real Property or any portion thereof, by eminent domain; and (v) to Seller’s Knowledge, there exists no monetary or material non-monetary default under any Lease. The Company has , nor any event which, with notice or lapse of time or both, would constitute a valid leasehold interest in each of its Leased Premises, free and clear of monetary or material non-monetary default thereunder by any and all Liensparty thereto. (c) The To Seller’s Knowledge, all of the land, buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use used by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof Banner Companies in the conduct of the Business. The Company does not Business are included in the Owned Real Property or Leased Real Property and the Owned Real Property and use or permit any of its Properties to be held at any real property other than the Owned Real Property and Leased PremisesReal Property conforms with all Legal Requirements.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Schedule 3.12(bReal Estate: (i) are referred the Seller has good and marketable title to herein collectively as all of the “Leased Premises”Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements and other matters of record which do not impair the current use, occupancy or value or the marketability of title of the property collectively, the "Permitted Real Estate Encumbrances"). The ; (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) with respect to the Leases, Seller is not (and to the Seller's Knowledge, no other party to any such Lease is) in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) material structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened change in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real Estate are in good operating condition and repair in all material respects, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) except as set forth in Section 2(i) of the Disclosure Schedule, all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (xi) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all real property or any ownership interest therein. leased to the Sellers (bincluding, without limitation, complete legal descriptions for all of the Real Estate) Schedule 3.12(b) sets forth a list and used in the operation of all leases, licenses or similar agreements the Station. The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Schedule 3.12(b) are referred to herein collectively as Real Estate: i. the “Leased Premises”). The Leases are and, immediately after the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; iv. The Company has a valid leasehold interest in each of its Leased Premisesto the Sellers' Knowledge, free and clear of any and all Liens. (c) The buildings and structures that are part none of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior properties subject to the date Leases is subject to any lease (other than Leases), option to purchase or rights of this Agreementfirst refusal; v. except for Permitted Real Estate Encumbrances, and there are structurally sound. All of the Leased Premises no (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andactual or, to the Knowledge of the CompanySellers' Knowledge, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any proposed special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations assessments with respect to any of the Leased Premises. Real Estate; (dii) Except for pending or, to the LeasesSellers' Knowledge, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract threatened condemnation proceedings with respect to any facilities or real property. None of the Leased Premises is subject to Real Estate; (iii) structural or mechanical defects in any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company buildings or improvements located on the Real Estate; (iv) any other Person that would pending or, to the Sellers' Knowledge, threatened changes in any zoning laws or ordinances which may materially interfere adversely affect any of the Real Estate or Sellers' use thereof; vi. the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; and vii. to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the use operation thereof and have been operated and maintained in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesaccordance with applicable laws, rules, and regulations.

Real Property. Schedule 4.13 is an accurate list and general description of all real property owned or leased by Humboldt or any of its Subsidiaries, including OREO. Each of Humboldt and its respective Subsidiaries has good and marketable title to the real properties that it owns, as described in such Schedule, free and clear of all mortgages, covenants, conditions, restrictions, easements, liens, security interests, charges, claims, assessments and encumbrances, except for (a) The Company does not own (and has never owned) any real property rights of lessors, lessees or any ownership interest therein. sublessees in such matters as are reflected in a written lease; (b) current Taxes (including assessments collected with Taxes) not yet due and payable; (c) encumbrances, if any, that are not substantial in character, amount or extent and do not materially detract from the value, or interfere with present use, or the ability of Humboldt to dispose, of Humboldt's interest in the property subject thereto or affected thereby; and (d) other matters as described in Schedule 3.12(b) sets forth a list 4.13. Humboldt and its Subsidiaries have valid leasehold interests in the leaseholds they respectively hold, free and clear of all mortgages, liens, security interests, charges, claims, assessments and encumbrances, except for (a) claims of lessors, co-lessees or sublessees in such matters as are reflected in a written lease; (b) title exceptions affecting the fee estate of the lessor under such leases; and (c) other matters as described in Schedule 4.13. To the best of Humboldt's Knowledge, licenses the activities of Humboldt and its Subsidiaries with respect to all real property owned or similar agreements leased by them for use in connection with their operations are in all material respects permitted and authorized by applicable zoning laws, ordinances and regulations and all laws and regulations of any Governmental Entity. Except as set forth in Schedule 4.13, Humboldt and its Subsidiaries enjoy quiet possession under all material leases to which they are the Company is a party that lessees and all of such leases are for the use or occupancy of real estate (“Leases”) (accurate valid and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and no party thereto is in default by general equitable principles. Materially all buildings and improvements on real properties owned or breach under leased by Humboldt or any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises Subsidiaries are in good repair condition and repair, and do not require more than normal and routine maintenance, to keep them in such condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Real Estate, except as set forth in Section 2(i) of the Disclosure Schedule: i. the Sellers has good and marketable title to all of the Owned Real Estate which, at Closing, with the exception of the Stations' studios and the KLXX (AM) transmitter site to be retained by Seller, will be delivered to Buyers free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which is disclosed in Section 2(i) of the Disclosure Schedule (collectively, the "Permitted Real Estate Encumbrances"); ii. to Seller's Knowledge, the Leases identified on Schedule 3.12(b) are referred is and, following the Closing will continue to herein collectively as the “Leased Premises”). The Leases are be, legal, valid, binding, enforceable, and in full force and effect; iii. to Seller's Knowledge, no party to any Lease is in Material breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a Material breach of or default under any Leasethereunder or permit termination, modification, or acceleration thereunder; iv. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the CompanySeller's Knowledge, there is no condition which could be reasonably expected Material disputes or oral agreements, or any forbearance programs in effect as to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any Lease; v. none of the Leased Premises Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or any access thereto, andrights of first refusal; vi. except for Permitted Real Estate Encumbrances, to the Knowledge of the CompanySeller's Knowledge, there is no such proceedings are contemplated, (yi) any actual or proposed special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations assessments with respect to any of the Leased Premises. Real Estate; (dii) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession pending or other Contract threatened condemnation proceedings with respect to any facilities or real property. None of the Leased Premises is subject to Real Estate; (iii) structural or mechanical defects in any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company buildings or any other Person improvements located on the Real Estate that would materially interfere prevent their continued use in the manner in which they is presently used; or (iv) any pending or threatened change in any zoning laws or ordinances which may Materially adversely affect any of the Real Estate or Seller's use thereof; and vii. the Sellers has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; viii. to the Seller's Knowledge, all facilities on the Real Estate has received all Material approvals of governmental authorities (including Material licenses, permits and zoning approvals) required in connection with the use operation thereof and has been operated and maintained in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesMaterial accordance with applicable laws, rules, and regulations.

Real Property. (a) The Company does not own Schedule 5.11(a) hereto contains a true and complete list and description of all of the Seller Real Property including four (and has never owned4) any real property or any ownership interest thereinof the Consignment Leased Stores. (b) Schedule 3.12(b5.11(b) sets forth hereto contains a true and complete list and description of all leases, licenses or similar agreements to which of the Company is a party that are for the use or occupancy of real estate Affiliate Real Property including one (“Leases”1) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Consignment Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all LiensStore. (c) The buildings Schedule 5.11(c) hereto contains a true and structures that are part complete list and description of all of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesThird Party Real Property. (d) Except for the LeasesThe Real Property includes all land, the Company has not entered into any leaseeasements, subleaserights of way, licensebuildings, occupancy agreement, option, right, concession or structures and other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use improvements used by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof Seller in the conduct of the related Stores and the Consignment Leased Stores and the Business, as it is currently being conducted. The Company does not use To the Seller's Knowledge, all components of all buildings, structures and other improvements included within the Real Property are currently in good working order and repair and adequate for the Seller to operate the Business at those locations, ordinary wear and tear excepted. (e) Except as set forth on Schedule 5.11(e), neither the Seller, any Affiliate nor, to the Seller's Knowledge, any owner of Third Party Real Property owns, holds or permit is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of its Properties the Real Property or any interest therein. (f) To Seller's Knowledge, no portion of the Real Property encroaches in any material respect upon any property belonging to any other Person, and no portion of any other Person's property encroaches in any material respect upon any of the Real Property. (g) Except as set forth on Schedule 5.11(g), to the Seller's Knowledge, with respect to the Real Property, there have not occurred (i) any pending or threatened condemnation proceedings, (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the value thereof. (h) To the Seller's Knowledge, all maps and surveys heretofore delivered by the Seller to the Purchaser are true and complete copies of such documents. (i) Except as set forth on Schedule 5.11(i), no parcel of the Real Property is located in a special flood hazard area designated by a Governmental Authority. (j) Each of the Seller, the Affiliates and, to Seller's Knowledge, the owners of Third Party Real Property, has paid, and will continue to pay through Closing, all taxes, assessments, charges, fees, levies and impositions owing by each or any of them and not yet past due with respect to the Real Property. Except as set forth on Schedule 5.11(j), each of the parcels of Real Property is assessed for real estate tax purposes as a wholly independent tax lot, separate from any adjoining land or improvements not owned by Seller, an Affiliate or owner of Third Party Real Property, as the case may be, and constituting a part of such parcel. Except as set forth on Schedule 5.11(j), to the Seller's Knowledge, there is no actual or pending imposition of any assessments or public betterments, and, no improvements have been constructed or planned which would be held at any real property other than paid for by means of assessments upon the Leased PremisesReal Property.

Real Property. (a) The Company does not own (and has never owned) any Set forth on SCHEDULE 4.28 is a list of the addresses of each parcel of real property owned by or any ownership interest thereinleased to Borrower, as indicated on the Schedule. (b) Schedule 3.12(b) sets forth a list Borrower has delivered to the Lender true and correct copies of all leasesof its leases or subleases and all related amendments, licenses supplements and modifications and related documents (the "Scheduled Lease Documents"), which require payments or similar agreements contingent payments by Borrower subsequent to which the Company is a party that date hereof in excess of Twenty-Five Thousand Dollars ($25,000). There are for no other agreements, written or oral, between Borrower and any third parties claiming an interest in Borrower's interest in the Scheduled Leases or otherwise relating to Borrower's use or and occupancy of any leased real estate (“Leases”) (accurate property. All such leases are valid and complete copies binding obligations of which have previously been furnished to Buyerthe parties thereto, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, effect and enforceable against the parties thereto in accordance with their terms; and no party thereto is in default or breach under any such Lease. No event has occurred whichincluding, but not limited to, the executed, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with the passage or without notice, lapse of time or the giving of notice or both, ) would cause constitute a breach of or default thereunder. No property leased under any Lease. The Company lease which the Lender has a valid leasehold interest agreed to assume is subject to any lien, encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in each any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of its Leased Premises, free and clear of any and all LiensBorrower's business. (c) The buildings On the Loan Date, Borrower will hold of record good, marketable and insurable title to the property described in SCHEDULE 4.28 free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal, security interests or other encumbrances and not, in the case of the real property, subject to any rights-of-way, building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except with respect to all such properties, (i) matters set forth in SCHEDULE 4.28, and (ii) liens for current taxes and assessments not in default (collectively, the "Permitted Encumbrances"). Notwithstanding the foregoing, Borrower's representations and warranties regarding title defects with respect to the real property is limited to defects arising by, through or under Borrower, but not otherwise. Borrower has adequate title insurance coverage for such properties. All real property and structures that are part of the Leased Premises owned or leased by Borrower, and all equipment owned or leased by Borrower, are in good operating condition and repair and condition, normal (ordinary wear and tear excepted), taking into account their respective ages and consistent with their past uses, and are in adequate for the aggregate sufficient uses to satisfy the Company’s current business activities which they are being put. Except as conducted thereon and have no material defects in the improvements set forth on any of the Leased PremisesSCHEDULE 4.28, to Borrower's best knowledge, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility buildings and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and improvements owned or leased by Borrower are structurally sound. All Borrower has not received any notice of the Leased Premises (i) has direct access to public roads any violation of any building, zoning or access to public roads other law, ordinance or regulation in respect of such property or structures or their use by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the CompanyBorrower. To Borrower's best knowledge, there is no condition which could be reasonably expected existing, proposed or contemplated plan to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the termination taking of all or any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any part of the Leased Premises real property or that would materially adversely affect the current or planned use of the real property or any access theretopart thereof. The facilities consisting of owned personal property are subject to no liens or encumbrances except the security interests of record set forth on SCHEDULE 4.28, andwhich Schedule is a copy of a Uniform Commercial Code ("UCC") search duly obtained by Borrower in the last thirty (30) days and which search shows security interests of record relating to such facilities in the State of California. Borrower agrees to remove all security interests reflected on such UCC search, if any, prior to the Knowledge of Agreement Date (except those approved by the Company, no such proceedings are contemplated, (yLender in writing) and to remove any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations security interests filed with respect to any such facilities between the date of such UCC search and the date of the Leased PremisesAgreement Date. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real EState are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: i. the Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b) are referred to herein collectively as (collectively, the “Leased Premises”"Permitted Real Estate Encumbrances"); ii. The the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; v. none of the Owned Real Estate and to the Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; vi. The Company has a valid leasehold except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Sellers' use thereof; vii. the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; viii. to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and ix. to the Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (ai) The Company Seller does not own (and has never owned) owned any real property or any ownership interest thereinproperty. (bii) Seller does not lease or sublease, and has never leased or subleased, any real property. (iii) Section 3(k)(iii) of the Disclosure Schedule 3.12(b) sets forth a list lists and describes briefly all real property used or occupied by Seller (the "Seller Real Property"). With respect to each parcel of all leases, licenses Seller Real Property which is leased or similar agreements subleased by Parent up to and including the date on which the Company Acquired Assets are moved out of the Seller Real Property by the Seller: (A) the lease or sublease is a party that are for the use or occupancy of real estate (“Leases”) (accurate in writing and complete copies of which have previously been furnished to Buyeris legal, together with all related documentsvalid, including non-disturbance agreementsbinding, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options enforceable and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect; (B) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) no party to the lease or sublease is in breach or default and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification or acceleration thereunder; (D) no party to the lease or sublease has repudiated any Lease. The Company provision thereof; (E) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (F) Parent has the right to sublease the Seller Real Property to Buyer without creating a valid leasehold breach of, default under, or right to accelerate, terminate, modify or cancel, or any notice or consent obligation under, the lease or sublease; (G) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; (H) Neither Seller nor Parent has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in each of its Leased Premises, free and clear of any and all Liens.the Seller Real Property; (cI) The buildings all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and structures that are part of permits) required in connection with the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon operation thereof and have no material defects been operated and maintained in accordance with applicable laws, rules and regulations; (J) all facilities leased or subleased thereunder are supplied with utilities, an uninterruptible power source and other services necessary for the improvements on any operation of the Leased Premises, the structural elements thereof, the mechanical systems said facilities; (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsK) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the CompanySeller, there is are no condition which could be reasonably expected to result in the termination of any such utilities environmental problems or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain conditions on or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, relating to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.Seller Real Property; and

Real Property. (a) The Company does Schedule 4.20(a) contains a legal description, street address and tax parcel identification number for the Owned Real Property. Sellers agree that title to the Owned Real Property shall not own (be altered between the date of this Agreement and has never owned) any real property or any ownership interest therein.Closing; (b) Schedule 3.12(b4.20(b) sets forth contains a list of the addresses of all leases, licenses or similar agreements to which of the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Leased Real Property and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such each Tenant Lease. No event has occurred whichAt the Closing, with the passage Sellers will assign to Buyers all of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold its interest in each the Leased Real Property as well as all of its Leased Premises, free and clear the interest of any and all Liens.Sellers in the Tenant Leases; (c) The buildings Schedule 4.20(c) contains a list and structures that are part rent roll of all existing Third Party Leases, including the Leased Premises are in good repair and condition, normal wear and tear excepted, and are following information as shown in the aggregate sufficient Third Party Leases (except with respect to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsviii) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed below) with respect to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises each: (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements premises covered; (ii) the effective date; (iii) the name of the business conducted at such Leased Premiseslegal name of the tenant, licensee or occupant; (iv) the term; (v) the rents and other charges payable thereunder; (vi) the nature and amount of the security deposits thereunder, if any; (vii) options to renew or extend contained in the Third Party Lease; and (iiviii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities rents or other services. Neither the Company nor charges in arrears or prepaid rent; (d) Sellers have not received any of its Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by from any Governmental Authority which could affect of, and Sellers have no knowledge of: (i) any of pending or threatened condemnation Proceedings affecting the Leased PremisesReal Property, or any part thereof; or (zii) any violations of building codes and/or any Laws (including zoning ordinances or other governmental regulations and land use ordinances) with respect to the Real Property, or any part thereof, which have not heretofore been cured; (e) Except as set forth on Schedule 4.20(e), there will be no incomplete construction projects affecting the Real Property as of the Leased Premises.Closing Date; and (df) Except for the LeasesSellers are not, the Company has not entered into any leasenor will become, sublease, license, occupancy agreement, option, right, concession a person or other Contract entity with respect to any facilities or real property. None whom U.S. persons are restricted from doing business under regulations of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate Office of Foreign Asset Contract (OFAC) of the Company Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive Order (including Executive Order November 13224 on Terrorism Financing, effective September 24, 2001), or the United and Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56, or any other Person governmental action. At the Closing, Sellers shall execute and deliver to Buyers an affidavit certifying that would materially interfere with the use thereof in the conduct of the Business. The Company does it is not use or permit any of its Properties a “blocked person” under Executive Order 13224, which form shall be mutually acceptable to be held at any real property other than the Leased PremisesBuyers and Sellers.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Seller has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company ; (v) none of the Owned Real Estate and to the Seller's Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Seller's Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Seller's Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Seller's Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Seller's Knowledge, threatened change in any zoning laws or ordinances which may affect any of the Real Estate or Seller's use thereof; (vii) all buildings and improvements on the Real estate are in good operating condition and repair, normal wear and tear excepted; (viii) the Seller has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Seller's leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except (A) real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances") and (B) mortgages and Security Interests that are referred to herein collectively as be discharged at Closing and which are disclosed in Section 2(i) of the “Leased Premises”). The Disclosure Schedule. (ii) the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company has a valid leasehold interest ; (v) none of the Owned Real Estate and to the Sellers' Knowledge, none of the properties subject to the Leases are subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (A) actual or, to the Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (B) pending or, to the Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (C) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (D) mechanic's or materialmens' liens with respect to the Owned Real Estate; (E) structural or mechanical defects in each any of its Leased Premisesthe buildings or improvements located in the Real Estate; (F) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (G) governmental agency or court orders requiring the repair, free and clear alteration or correction of any and all Liens.existing condition with respect to the Real Estate or any portion thereof; or (H) any pending or, to the Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' use thereof; (cvii) The all buildings and structures that are part of improvements on the Leased Premises Real Estate are in good repair operating condition and conditionrepair, normal wear and tear excepted; (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premisesregulations; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of all facilities on the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings Real Estate are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or supplied with utilities and other governmental regulations with respect to any of the Leased Premises. (d) Except services necessary for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None operation of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisessaid facilities.

Real Property. (a) The Company Advisor does not own (and has never owned) any real property. Section 3.23(a) of the Advisor Disclosure Schedule contains a correct and complete list of each parcel of real property leased or subleased to or occupied by the Advisor, as of the date hereof, (the “Leased Real Property”) and also lists the parties to such lease or sublease, any ownership interest thereinamendments thereto, the expiration date of such lease or sublease and any consents, approvals or other documents necessary or required such that each lease and sublease will be in full force and effect and remain binding on all parties thereto in accordance with the terms of such lease or sublease upon and immediately following the Closing. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company Advisor has a valid and subsisting leasehold interest estate in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part the right to quiet enjoyment of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in Real Property for the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any full term of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systemsapplicable lease or leases of such property. Each lease required to be listed on Section 3.23(a) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of Advisor Disclosure Schedule is a perpetual access easementlegal, such access being sufficient to satisfy the current valid and reasonably anticipated future transportation requirements binding agreement of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy Advisor, enforceable against the current business activities conducted at such Leased Premises, Advisor and, to the Knowledge of the CompanyAdvisor Parent, there each other party thereto, in accordance with its terms, in each case, except as enforceability may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws or affecting or relating to enforcement or creditors’ rights generally and (ii) general equitable principles. The Advisor is not, and the Advisor has received no notice that any other party is, in default in any material respect (or any condition which could be reasonably expected to result or event that, after notice or lapse of time or both, would constitute a default in the termination of any material respect) under any such utilities lease. The Advisor does not owe any brokerage commissions with respect to any such leased space (including any contingent obligation in respect of future lease extensions). (c) The Advisor Parent has delivered to the REIT prior to the execution of this Agreement correct and complete copies of all leases (including any amendments and renewal letters) required to be listed on Section 3.23(a) of the Advisor Disclosure Schedule. (d) No other Person holds any sublease, lease option or other services. Neither the Company nor current or contingent right to occupy any of its Affiliates has received notice the Leased Real Property before the expiration of (x) any condemnation, eminent domain the applicable lease. No tenant or similar proceeding affecting any portion other party in possession of any of the Leased Premises or Real Property has any access thereto, and, right to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premisespurchase, or (z) holds any violations right of building codes and/or zoning ordinances or other governmental regulations with respect first refusal to any of the Leased Premisespurchase, such properties. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (and has never owned) any A list of each parcel of real property owned by the Bank (other than real property acquired in foreclosure or any ownership interest thereinin lieu of foreclosure in the course of the collection of loans and being held by the Bank for disposition as required by law) is set forth in Schedule 4.19(a) under the heading “Owned Real Property” (such real property being herein referred to as the “Owned Real Property”). A list of each parcel of real property leased by the Bank is also set forth in Schedule 4.19(a) under the heading “Leased Real Property” (such real property being herein referred to as the “Leased Real Property”). Collectively, the Owned Real Property and the Leased Real Property are herein referred to as the “Real Property.” (b) There is no pending action involving the Bank as to the title of or the right to use any of the Real Property. (c) Except as set forth in the Title Commitments to be delivered to Buyer in accordance with Section 12.4, the Bank has good and marketable fee simple title to all Owned Real Property, free and clear of all mortgages, pledges, liens, conditional sales agreements or other encumbrances of any kind or nature except for taxes, assessments or other governmental charges not yet delinquent. (d) Except as disclosed on Schedule 3.12(b4.19(d), the Bank does not have any interest in any real property other than as described above in Section 4.19(a) except interests as a mortgagee; provided that Schedule 4.19(d) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively acquired by Bank in foreclosure or in lieu of foreclosure and being held for disposition as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensrequired by law. (ce) The buildings and structures that are part None of the Leased Premises buildings, structures or improvements located on the Owned Real Property are in good repair and condition, normal wear and tear exceptedthe subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the CompanySeller’s Knowledge, there is no condition which could be reasonably expected to result in the termination of any such utilities zoning ordinance, building code, use or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnationoccupancy restriction or condemnation action or proceeding pending or, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access theretothreatened, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leasessuch building, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession structure or other Contract with respect improvement which will or could reasonably be expected to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of any of the BusinessOwned Real Property. To the Seller’s Knowledge, the Owned Real Property is in generally good condition for its intended purpose, ordinary wear and tear excepted. (f) The Company does Bank has not use caused or, to Seller’s Knowledge, allowed the use, generation, treatment, storage, disposal or permit any of its Properties to be held release at any real property Real Property of any Toxic Substance, except in accordance in all respects with all applicable federal, state and local laws and regulations. “Toxic Substance” means any hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are regulated under any federal, state or local statute, ordinance, rule, regulation or other than the Leased Premiseslaw pertaining to environmental protection, contamination, quality, waste management or cleanup. To Seller’s Knowledge, there are no underground storage tanks located on, in or under any Owned Real Property.

Real Property. (a) The Company does not own (currently own, and has never owned) , any real property or any ownership interest therein. (b) property. Section 3.15 of the Disclosure Schedule 3.12(b) sets forth a complete list of all leases, licenses or similar agreements to real property in which the Company is currently has a party that are for the leasehold or subleasehold interest or other right to use or occupancy occupy (the “Leased Real Property”), including a true and correct listing of real estate the addresses thereof and a description of each Contract relating to Leased Real Property (each a “Lease” and collectively, the “Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effectWith respect to each Lease, and no party thereto is in default or breach under any such Lease. No event has occurred which, with (a) the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid and enforceable leasehold or subleasehold interest in each of its Leased Premises, Real Property free and clear of any material Encumbrances other than Permitted Encumbrances, (b) such Lease is legal, valid, binding and enforceable against the Company and in full force and effect and has not been modified except as provided therein, and the Company has the right of quiet enjoyment of all Liens. the Leased Real Property with respect to which it is a lessee for the full term of the related Lease (and any renewal option related thereto) relating thereto, (c) The buildings and structures that are part of the Leased Premises are Company is not in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on breach or default under any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisessaid Leases, and, to the Knowledge of Sellers, no event has occurred which, with notice or lapse of time or both (including the consummation of the Transactions), would constitute such breach or default or permit termination, modification or acceleration under such Lease, except to the extent as would not be material to the Company, there and (d) true, complete and correct copies of all Leases have heretofore been delivered by the Company to Purchaser. The plants, facilities, buildings, structures, spur tracks, and other improvements located on the Leased Real Property, including the roofs, plumbing, heating, ventilation, air conditioning, electrical, drainage, sewers, utility supply, road, and irrigation systems are in good working order, free of material defects, damage or casualty loss, and in compliance with applicable Law (including zoning Laws, building codes, set back requirements, and other local ordinances) , except to the extent as would not be material to the Company. Said improvements are (i) all of the improvements reasonably required to permit the Business to be conducted following the Closing in all material respects as it is no currently being conducted, (ii) in materially safe condition which could be reasonably expected to result suitable for use in the termination operation of the Business, and (iii) in all material respects adequate and sufficient for the purposes for which they have historically been used, are currently used, are intended to be used, or held for use in the Business. The Company is not obligated under any such utilities outstanding Contract to offer, purchase, acquire, lease, license, sell, assign or other services. Neither the Company nor dispose of, or to grant or create any of its Affiliates has received notice of (x) any condemnation, eminent domain Encumbrance on or similar proceeding affecting any material portion of any of the Leased Premises or Real Property in favor of any access thereto, and, to the Knowledge third party. Except as set forth in Section 3.15 of the CompanyDisclosure Schedule, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or Person other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, than the Company has not entered into any right to use, lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to possess and/or occupy any facilities or real property. None material portion of the Leased Premises is subject to any commitment Real Property and there are no oral or other arrangement for its sale or use by the Company, any Affiliate of written agreements between the Company or and any other Person that would materially interfere with providing such Person the use thereof in the conduct right to use, occupy or possess all or any material portion of any of the BusinessLeased Real Property. The Company does There are no eminent domain proceedings, special assessments, administrative actions, or other taking by any Governmental Authority of any kind pending or, to the Knowledge of Sellers, threatened against the whole or any material part of any Leased Real Property, and to the Knowledge of Sellers, no condemnation, taking, Applicable Law (including but not limited to zoning changes) or other matter which may materially and adversely affect the current or planned use or permit any of its Properties to be held at any real property other than the Leased PremisesReal Property is threatened or contemplated.

Real Property. (a) The Company Paragraph 11 of the Disclosure Schedule lists and describes briefly all real property that Star Dot owns. With respect to each such parcel of owned real property: (1) the identified owner has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the property subject thereto; (2) there are no pending or, to the Knowledge of any of the Shareholders and the directors and officers (and employees with responsibility for real estate matters) of Star Dot threatened condemnation proceedings, lawsuits, or administrative actions relating to the property or other matters affecting materially and adversely the current use, occupancy, or value thereof; (3) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not own serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (4) all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (5) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (6) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (7) there are no parties (other than Star Dot) in possession of the parcel of real property, other than tenants under any leases disclosed in Paragraph 11 of the Disclosure Schedule who are in possession of space to which they are entitled; (8) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (9) each parcel of real property abuts on and has never owned) any direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property or any ownership interest thereinis provided by paved public right-of-way with adequate curb cuts available. (b) Paragraph 11 of the Disclosure Schedule 3.12(blists and describes briefly all real property leased or subleased to Star Dot. Paragraph 11 of the Disclosure Schedule also identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Paragraph 6.9(b) sets forth a list of all leases, licenses or similar agreements below. The Shareholders have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate eCom correct and complete copies of which have previously been furnished the leases and subleases listed in Paragraph 11 of the Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are With respect to each lease and sublease listed in Paragraph 11 of the Disclosure Schedule: (1) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (2) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the Closing; (3) no party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (4) no party to the lease or sublease has repudiated any Lease. The Company provision thereof; (5) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (6) Star Dot has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in each of its Leased Premises, free and clear of any and all Liens.the leasehold or subleasehold; (c7) The buildings all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and structures that are part of permits) required in connection with the Leased Premises are operation thereof and have been operated and maintained in good repair and conditionaccordance with applicable laws, normal wear and tear exceptedrules, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises.regulations; (d) Except 8) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None operation of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.said facilities; and

Real Property. (aTo Sellers' Knowledge, Section 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: i. the Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b) are referred to herein collectively as (collectively, the “Leased Premises”"Permitted Real Estate Encumbrances"); ii. The the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; v. none of the Owned Real Estate and to the Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; vi. The Company has a valid leasehold except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) structural or mechanical defects in any of the buildings or improvements located on the Real Estate; (iv) any pending or, to the Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially adversely affect any of the Real Estate or Sellers' use thereof; vii. the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; viii. to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and ix. to the Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesfee interest therein and Permitted Real Estate Encumbrances.

Real Property. (a) The Company does not own Schedule 2.6(a) sets forth a complete list of all Transferred Real Property owned by the Sellers (the "Transferred Owned Real Property") and the name of the record owner thereof. With respect to each parcel of Transferred Owned Real Property, the identified Seller has never owned) good and marketable fee simple title to the parcel of Transferred Owned Real Property, free and clear of any real property Liens, except for Permitted Liens. With respect to each parcel of Transferred Owned Real Property, there are no outstanding options or rights of first refusal or other contractual rights to purchase, sell, assign or dispose of any of the Transferred Owned Real Property or any ownership material portion thereof or material interest therein. (b) Schedule 3.12(b2.6(b) sets forth a complete list of all leases, licenses or similar agreements leases and subleases of Transferred Real Property leased to which the Company is a party that are Sellers (the "Transferred Leased Real Property"). Complete and correct copies of each of the leases for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which Transferred Leased Real Property have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Purchaser. With respect to the Leases identified on Schedule 3.12(bTransferred Leased Real Property: (i) are referred to herein collectively as the “Leased Premises”). The Leases leases are in full force and effecteffect and enforceable against the Sellers in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and no party thereto similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is sought in default a proceeding at law or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens.equity); and (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) neither of the Sellers is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge knowledge of the CompanySellers, there is no condition which could be reasonably expected other party to result the leases listed on Schedule 2.6(b) is, in the termination material breach or default of any such utilities lease and no event has occurred that, with notice or other services. Neither the Company nor any lapse of its Affiliates has received notice of (x) any condemnationtime, eminent domain would constitute a breach or similar proceeding affecting any portion of any of the Leased Premises default or any access theretopermit termination, andmodification or acceleration thereunder, to the Knowledge of the Company, no extent such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premisesdefault would have a Business Material Adverse Effect. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own PCC has made available to Buyer all deeds, leases, bills of sale, documents of title, abstracts, surveys, plats and maps in the possession of the Asset Sale Companies or their Affiliates that relate to the Real Property. With respect to the Real Property: (i) the Asset Sale Companies have marketable title to the owned Real Property, taken as a whole, and has never ownedthe Real Property is free and clear of any Lien (other than Permitted Liens); (ii) there are no pending or, to the Knowledge of PCC, threatened condemnation proceedings, lawsuits, or administrative actions relating to the Real Property; (iii) the legal description for the parcels contained in the deed thereof describes such parcel fully and adequately, and the buildings and improvements are located within the boundary lines of the described parcels of land; (iv) none of the Asset Sale Companies have been notified that any real property buildings or improvements located on the Real Property are in violation of applicable zoning laws and ordinances; and (v) there are no outstanding options or rights of first refusal to purchase the parcel of Real Property, or any ownership portion thereof or interest therein. (b) Schedule 3.12(b) sets forth a list of all 1.57 identifies the coal leases, licenses or similar agreements coal subleases and surface leases that comprise a portion of the Real Property. PCC has made available to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with Buyer all related documents, including non-disturbance agreements, underlying ground coal leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options coal subleases and purchase options) (the parcels of real property related to the Leases identified surface leases listed on Schedule 3.12(b1.57. With respect to each such lease and sublease: (i) are referred to herein collectively as the “Leased Premises”). The Leases are lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) except for the consents set forth on Schedule 3.7(c) that are required to be obtained and the notices given, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to above); (iii) no Asset Sale Company nor, to the Knowledge of PCC, any other party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (iv) no Asset Sale Company nor, to the Knowledge of PCC, any Lease. The Company other party to the lease or sublease has repudiated any provision thereof; and (v) none of the Asset Sale Companies has assigned, transferred, conveyed or subjected to a valid leasehold Lien any interest in each the leasehold or subleasehold, other than those created pursuant to the terms of its Leased Premises, free and clear of any and all Liensthat lease or sublease. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient There is not any third party adverse claim to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased PremisesReal Property, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisesother than Permitted Liens, and, to the Knowledge of the CompanyPCC, there no party is no condition which could be reasonably expected to result in the termination wrongful possession of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any parcel of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesReal Property. (d) Except for PCC has made available to Buyer geological data, reserve data, mine maps, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other information, maps, reports and data, if any, in the Leasespossession of the Asset Sale Companies and relating to or affecting the Real Property, including the coal reserves, coal ownership, coal leases to the Asset Sale Companies, coal leases from the Asset Sale Companies to third parties, mining conditions, mines, and mining plans, if any, of the Asset Sale Companies as prepared and utilized by the Asset Sale Companies in any Mining Activities (collectively, the Company has "Mining Data"). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, BUYER ACCEPTS THE ASSET SALE COMPANIES' COAL RESERVES IN OR UNDER THE REAL PROPERTY, AS IS, WHERE IS, TOGETHER WITH THE MINING DATA, FREE OF ANY WARRANTY (EXPRESS OR IMPLIED) WITH REGARD TO THE MINEABILITY, WASHABILITY, RECOVERABILITY, VOLUME, OR QUANTITY OR QUALITY OF ANY COAL RESERVE. The coal reserves mined by the Asset Sale Companies (whether such reserves are owned or leased by the Asset Sale Companies) are not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate mining rights of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesPerson.

Real Property. (a) The Company does not Companies and the Transferred Subsidiaries own (and has never owned) no real property or interests in real property, excluding any real property or interests in real property that are Investment Assets or would have been Investment Assets if beneficially owned by any ownership interest thereinof the Insurance Companies as of March 31, 2010. (b) Schedule 3.12(bSection 3.19(b) of the Seller Disclosure Letter sets forth a true, correct and complete list of all leasesreal property leased by any of the Companies or any of the Transferred Subsidiaries, licenses or similar agreements to which as lessee (the Company is a party that are for the use or occupancy of real estate (“Real Property Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (; the parcels of real property related to the Leases identified on Schedule 3.12(b) are properties specified in such leases being referred to herein collectively as the “Leased PremisesReal Properties”). The Leases are Each Real Property Lease is in full force and effect, effect and no party thereto is in default or breach under any such Lease. No event has occurred which, with a valid and binding obligation of the passage of time Company or the giving of notice or bothTransferred Subsidiary that is party thereto, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisesapplicable, and, to the Knowledge of the CompanyParent, there each other party to such Real Property Lease. Each such Real Property Lease is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither enforceable against the Company nor any of its Affiliates has received notice of (x) any condemnationor the Transferred Subsidiary that is party thereto, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access theretoas applicable, and, to the Knowledge of the CompanyParent, no each other party to such proceedings are contemplatedReal Property Lease, in accordance with its terms, and a Company or a Transferred Subsidiary (yas the case may be) any special assessment has a valid, binding and enforceable leasehold interest (or pending improvement liens to be made by any Governmental Authority which could affect any the equivalent interest in the applicable jurisdiction) under each of the Leased PremisesReal Property Leases (subject in each case to Permitted Liens and to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of Laws regarding prohibition of abuse of rights (zkenriranyo-no-kinshi) any violations and principles of building codes and/or zoning ordinances trust (shingiseijitsu-no-gensoku) (including general equitable or other governmental regulations with respect to any similar principles regardless of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession whether enforcement is sought in a proceeding in equity or other Contract with respect to any facilities or real propertyat law)). None of the Leased Premises is subject Companies or any of the Transferred Subsidiaries or, to any commitment or other arrangement for its sale or use by the CompanyKnowledge of the Parent, any Affiliate other party to a Real Property Lease, is in material default or material breach of a Real Property Lease and, there does not exist any fact, circumstance, event, change, violation, development, effect, condition or occurrence that would constitute such a material default or material breach (with or without the giving of notice or lapse of time, or both) or that would permit the termination, cancellation or acceleration of performance of any material obligation of any Company or any Transferred Subsidiary or, to the Knowledge of the Parent, any other Person party to the Real Property Lease. As of the date hereof, none of the Companies or any of the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease. No Real Property Lease contains any provision providing that any such other party thereto may terminate, cancel or commute the same or declare a material default under the same by reason of the transactions contemplated by the Transaction Agreements. At or prior to the Closing, the Parent has or will have delivered or made available to the Acquiror true, correct and complete copies of all Real Property Leases. All leasing, brokerage, finder and other similar fees and commissions that are due and payable by any Company or any Transferred Subsidiary with respect to such Real Property Leases have been paid in full. All rents and other sums due thereunder have been paid to date. All Leased Real Property is in good working order and repair in all respects material to its use or operation, except for any defects which would not materially interfere with impair the use thereof or occupancy of such Leased Real Property. A Company or a Transferred Subsidiary, as the case may be, enjoys peaceful and undisturbed possession in the conduct all material respects of such Leased Real Property. None of the Business. The Company does not Companies or any of the Transferred Subsidiaries has subleased or otherwise granted to any Person the right to use or permit occupy such Leased Real Property or any of its Properties to be held at any real property other than the Leased Premisesportion thereof.

Real Property. (a) The Company does not own (and has never owned) Neither the Borrower nor any other Borrower Party owns any fee interest in any real property or any ownership interest thereinproperty. (b) Schedule 3.12(b) 3.25 sets forth a true, correct and complete list of all real property leases, subleases or licenses or similar agreements pursuant to which the Company Borrower or any of its Subsidiaries is a party that are for the use lessor, lessee, sublessor, sublessee, licensor or occupancy licensee of real estate property, in each case as amended through the date hereof, which list includes the street address, the identity of the lessors, lessees, sublessors, sublessees, licensors or licensees, the term thereof (“Leases”) (accurate referencing applicable extension or renewal periods), the rent payment terms and the current use. At the Lender’s request, the Borrower shall deliver to the Lender true, correct and complete copies of which have previously been furnished to Buyereach such lease, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments sublease or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of license. The real property related to the Leases identified interests described or listed on Schedule 3.12(b3.25 constitute all of the leasehold interests in real property leased or otherwise held for use by the Borrower and its Subsidiaries. With respect to each such lease, sublease and license, except as set forth on Schedule 3.25: (i) are referred to herein collectively as such lease, sublease and license is legal, valid, binding and enforceable against the “Leased Premises”). The Leases are parties thereto and is in full force and effect, and ; (ii) no party thereto is in default breach or breach under any such Lease. No default, and no event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (iii) there are no disputes, oral agreements or forbearance programs in effect as to any Lease. The Company has a valid leasehold interest in each such lease, sublease or license; and (iv) neither the Borrower nor any of its Leased PremisesSubsidiaries has assigned, free and clear of transferred, conveyed, mortgaged, deeded in trust or encumbered any and all Liensinterest therein. (c) The buildings and structures that are part No Consent of any party to any lease, sublease or license is required in connection with the Leased Premises are in good repair and conditionexecution, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date delivery or performance of this Agreement, the Term Notes (including the authorization and are structurally sound. All of issuance thereof) or the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easementother Loan Document, such access being sufficient to satisfy including the current amendment, restatement and/or reaffirmation, as applicable, thereof, and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination exercise of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of remedies under any of the Leased Premises or any access theretoCollateral Documents, and, to the Knowledge of the Company, and no such proceedings are contemplated, (y) any special assessment or pending improvement liens to event shall be made by any Governmental Authority which could affect any of the Leased Premisesprohibited by, or (z) shall constitute a default under, any violations of building codes and/or zoning ordinances such lease, sublease or other governmental regulations with respect to any of the Leased Premiseslicense. (d) Except for the Leases, the Company has not entered into All parking lots located on any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use property leased by the Company, any Affiliate of the Company Borrower or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesSubsidiaries are in compliance with Applicable Law, including zoning requirements, and are adequate for its employees and business operations.

Real Property. (a) The Company does not own (Except as disclosed in ------------- Section 6.4.5(a) of the Vail Banks Disclosure Memorandum, Vail Banks and has never owned) any WestStar have good and marketable title to the real property or any ownership interest thereinreflected in the Vail Banks 1997 Financial Statements (the "Realty"), and the titles to the Realty are covered by title insurance policies providing coverage in the amount of the original purchase price. (b) Schedule 3.12(bExcept as set forth in Section 6.4.5(b) sets forth a list of all leasesthe Vail Banks Disclosure Memorandum, licenses the interests of Vail Banks or similar agreements to which WestStar in the Company is a party that are for the use or occupancy Realty and in and under each of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensliens and encumbrances except for liens for current taxes not yet due, and are subject to no present claim, contest, dispute, action or, to the knowledge of Management, threatened action at law or in equity. (c) The buildings present and structures past use and operations of, and improvements upon, the Realty and all real properties leased by Vail Banks and WestStar (the "Leased Properties") are in compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations, including the Americans with Disabilities Act, and with all deed restrictions of record, no notice of any violation or alleged violation thereof has been received, and to the knowledge of Management, there are no proposed changes therein that are part of would affect the Realty, the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads Properties or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premisestheir uses. (d) Except for Management is not aware of any proposed or pending change in the Leaseszoning of, the Company has not entered into or of any lease, sublease, license, occupancy agreement, option, right, concession proposed or other Contract pending condemnation proceeding with respect to to, any facilities or real property. None of the Realty or the Leased Premises is subject to any commitment Properties which may adversely affect the Realty or other arrangement the Leased Properties or the current or currently contemplated use thereof. (e) The buildings and structures owned, leased or used by Vail Banks and WestStar are, taken as a whole, in good operating order (except for its sale or use by the Companyordinary wear and tear), any Affiliate of the Company or any other Person that would materially interfere with the use thereof usable in the conduct ordinary course of business, and are sufficient and adequate to carry on the Business. The Company does not use or permit any businesses and affairs of its Properties to be held at any real property other than the Leased PremisesVail Banks and WestStar as presently conducted.

Real Property. (a) The Company does not own Schedule 3.9(a) lists all real property owned by the Transferred Entities (the real property so listed, together with the Transferred Owned Real Property, the “Owned Real Property”). Except as set forth in Schedule 3.9(a), as of the date of this Agreement, with respect to each Owned Real Property: (i) a Seller or Transferred Entity, as applicable, holds fee simple title or its equivalent to such Owned Real Property, free and has never ownedclear of all Encumbrances, except Permitted Encumbrances, (ii) 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, (iii) neither Sellers nor the Transferred Entities are a party to any agreement or option to purchase any real property or any ownership interest therein, (iv) to the Knowledge of Sellers, there is no material violation of any Law (including, without limitation, any building, planning or zoning law) relating to the applicable Owned Real Property or the use, operation or maintenance of the applicable Owned Real Property for the purpose of carrying on the Business presently conducted and none of the Owned Real Property, nor the use, operation or maintenance for the purpose of carrying on the Business as presently conducted encroaches on any property owned by any other Persons, (v) there are no condemnation proceedings, expropriation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of Sellers, threatened in writing against the Owned Real Property, (vi) no improvements on the Owned Real Property and none of the current uses and conditions thereof violate in any material respect any deed restrictions or other covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances and (vii) there are no written or, to the Knowledge of Sellers, oral agreements, contracts, leases, warranties or other documents affecting the Owned Real Property that will, from and after the Closing, in any way be binding upon the Purchaser, the Transferred Entities or the Owned Real Property and create any material monetary or other material obligations to be borne by the Sellers or the Purchaser which will result in any material Encumbrance or claim against the Sellers or the Purchaser or the Owned Real Property other than those entered into in the ordinary course of business for the operation and maintenance of the Owned Real Property. Except as set forth in Schedule 3.9(a), there is no real property owned by the Sellers and primarily used or held for use in the Business that is not Owned Real Property. (b) Schedule 3.12(b3.9(b) sets forth a list of lists all leases, subleases, licenses or similar and other occupancy agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as Transferred Entities (the agreements so listed, the “Leased PremisesReal Property Leases”), and Sellers have delivered or made available to Purchaser a true and complete copy of each Real Property Lease. The Leases are Except as otherwise indicated in Schedule 3.9(b), as of the date of this Agreement: (i) each such Real Property Lease is in full force and effect, and no party thereto is in default or breach under and, neither Sellers nor any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andTransferred Entity nor, to the Knowledge of the CompanySellers, there any other party to any Real Property Lease is no condition which could be reasonably expected to result in the termination material breach of any such utilities or other services. Neither the Company nor any of its Affiliates default thereunder, or has received since January 1, 2011 given written notice of material breach, default or termination to any other party thereunder; (xii) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the CompanySellers, no such proceedings are contemplated, (y) any special assessment condition exists which with notice or pending improvement liens to be made lapse of time or both would constitute a material breach by any Governmental Authority which could affect Seller or Transferred Entity of or default by any of Seller or Transferred Entity under any Real Property Lease; (iii) no Consent is required under any Real Property Lease in order to consummate the Leased Premises, transactions contemplated hereby; (iv) there are no Encumbrances on the estate or interest created by any such Real Property Leases; (zv) any violations of building codes and/or zoning ordinances no Real Property Lease has been assigned or other governmental regulations with respect to any of the Leased Premises. subleased; and (dvi) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any no Affiliate of the Company Sellers is the owner or lessor of any other Person that would materially interfere with property leased, subleased or licensed pursuant to the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesReal Property Leases.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all real property leased or any ownership interest therein. (bsubleased to the Seller. Section 2(i) of the Disclosure Schedule 3.12(balso identifies the leased or subleased properties for which title insurance policies are to be procured in accordance with Section 4(i) sets forth a list of all leases, licenses or similar agreements below. The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished the leases and subleases listed in of the Disclosure Schedule (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are With respect to each lease and sublease listed in Section 2(i) of the Disclosure Schedule: (i) the lease or sublease is and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (ii) no party to the lease or sublease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (iii) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (iv) with respect to each sublease, the representations and warranties set forth in subsections (i) through (iii) above are true and correct with respect to the underlying lease; (v) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any Lease. The Company has a valid leasehold interest in each the leasehold or subleasehold; (vi) to the Seller's Knowledge, all facilities leased or subleased thereunder have received all approvals of its Leased Premisesgovernmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Seller's Knowledge, the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant, or other restriction, except for recorded easements, covenants, and all Liens. (c) The buildings and structures other restrictions that are part do not impair the current use, occupancy, or value, or the marketability of title, of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access property subject thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own Schedule 5.11(a) sets forth a list of all real property or any interest therein (and has never owned) including without limitation any option or other right or obligation to purchase any real property or any ownership interest therein) currently owned, or ever owned, by the Buyer, in each case setting forth the street address and legal description of each property covered thereby (the “Owned Premises”). (b) Schedule 3.12(b5.11(b) sets forth a list of all leases, licenses or similar agreements relating to which the Company is a party that are for the Buyer’s use or occupancy of real estate owned by a third Party (“Leases”) (accurate ), true and complete correct copies of which have previously been furnished to Buyer, together with all related documentsin each case setting forth (i) the lessor and lessee thereof and the commencement date, including non-disturbance agreementsterm and renewal rights under each of the Leases, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices and (ii) the street address and legal description of renewal or non-renewal, expansion options and purchase options) each property covered thereby (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases and all guaranties with respect thereto, are in full force and effecteffect and have not been amended in writing or otherwise, and no party Party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any Leaseof such Leases. The Company Neither the Buyer nor its agents or employees have received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment. (c) With respect to each Owned Premises and Leased Premises, as applicable: (i) the Buyer has good, marketable and insurable free simple interest in the Owned Premises and a valid leasehold interest in each of its the Leased Premises, free and clear of any Liens, encumbrances, covenants and all Liens. easements or title defects that have had or could have an adverse effect on the Buyer’s use and occupancy of the Owned Premises and the Leased Premises; (cii) The the portions of the buildings located on the Owned Premises and structures that are part of the Leased Premises that are used in the business of the Buyer are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the CompanyBuyer’s current and reasonably anticipated normal business activities as conducted thereon and have and, to the Knowledge of the Buyer, there is no latent material defects defect in the improvements on any of the Leased Owned Premises, the structural elements thereof, the mechanical systems (including including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All ; (iii) each of the Owned Premises and the Leased Premises Premises (ia) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business presently conducted at such Leased Premisesparcel; and (iib) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such Leased Premises, and, to parcel; and (iv) the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates Buyer has not received notice of (xa) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the CompanyBuyer, no such proceedings are contemplated, (yb) any special assessment or pending improvement liens to be made by any Governmental Authority governmental authority which could may affect any of the Owned Premises or the Leased Premises, or (zc) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Owned Premises or the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (aSection 2(i) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: ▇. ▇▇▇▇▇ has good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(i) of the Disclosure Schedule 3.12(b) are referred to herein collectively as (collectively, the “Leased Premises”"Permitted Real Estate Encumbrances"); ii. The the Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; iii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iv. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens.; (c) The buildings and structures that are part v. none of the Leased Premises are in good repair Owned Real Estate and conditionto the Sellers' Knowledge, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any none of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior properties subject to the date Leases is subject to any lease (other than Leases), option to purchase or rights of this Agreementfirst refusal; vi. except for Permitted Real Estate Encumbrances, and there are structurally sound. All of the Leased Premises no (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andactual or, to the Knowledge of the CompanySellers' Knowledge, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any proposed special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations assessments with respect to any of the Leased Premises. Real Estate; (dii) Except for pending or, to the LeasesSellers' Knowledge, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract threatened condemnation proceedings with respect to any facilities or real property. None of the Leased Premises is subject to Real Estate; (iii) structural or mechanical defects in any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company buildings or improvements located on the Real Estate; (iv) any other Person that would pending or, to the Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may materially interfere with adversely affect any of the Real Estate or Sellers' use thereof thereof; vii. the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the conduct Leases or its rights thereunder; viii. to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.governmental authorities (including licenses, permits and zoning

Real Property. (a) The Company does not own Schedule 4.11(a) sets forth a list of all real property or any interest therein (and has never owned) including without limitation any option or other right or obligation to purchase any real property or any ownership interest therein) currently owned, or ever owned, by the Company, in each case setting forth the street address and legal description of each property covered thereby (the “Owned Premises”). (b) Schedule 3.12(b4.11(b) sets forth a list of all leases, licenses or similar agreements relating to which the Company is a party that are for the Company’s use or occupancy of real estate owned by a third Party (“Leases”) (accurate ), true and complete correct copies of which have previously been furnished to Buyer, together with all related documentsin each case setting forth (i) the lessor and lessee thereof and the commencement date, including non-disturbance agreementsterm and renewal rights under each of the Leases, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices and (ii) the street address and legal description of renewal or non-renewal, expansion options and purchase options) each property covered thereby (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases and all guaranties with respect thereto, are in full force and effecteffect and have not been amended in writing or otherwise, and no party Party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any Leaseof such Leases. The Neither the Company nor its agents or employees have received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment. (c) With respect to each Owned Premises and Leased Premises, as applicable: (i) the Company has good, marketable and insurable fee simple interest in the Owned Premises and a valid leasehold interest in each of its the Leased Premises, free and clear of any Liens, encumbrances, covenants and all Liens. easements or title defects that have had or could have an adverse effect on the Company’s use and occupancy of the Owned Premises and the Leased Premises; (cii) The the portions of the buildings located on the Owned Premises and structures that are part of the Leased Premises that are used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current and reasonably anticipated normal business activities as conducted thereon and have and, to the Knowledge of the Company, there is no latent material defects defect in the improvements on any of the Leased Owned Premises, the structural elements thereof, the mechanical systems (including including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased each Owned Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All ; (iii) each of the Owned Premises and the Leased Premises Premises (ia) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business presently conducted at such Leased Premisesparcel; and (iib) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither parcel; and (iv) the Company nor any of its Affiliates has not received notice of (xa) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Owned Premises or the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (yb) any special assessment or pending improvement liens to be made by any Governmental Authority governmental authority which could may affect any of the Owned Premises or the Leased Premises, or (zc) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Owned Premises or the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (Schedule 5.11(a) hereto contains a true and has never owned) any real property or any ownership interest thereincomplete list and description of all of the Seller Real Property. (b) Schedule 3.12(b5.11(b) sets forth hereto contains a true and complete list and description of all leases, licenses or similar agreements to which of the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all LiensAffiliate Real Property. (c) The buildings Schedule 5.11(c) hereto contains a true and structures that are part complete list and description of all of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesSeller Designate Real Property. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None Schedule 5.11(d) hereto contains a true and complete list and description of all of the Leased Premises is subject Third Party Real Property. (e) The Real Property includes all land, easements, rights of way, access to any commitment public streets or roads, buildings, structures and other arrangement for its sale or use improvements (except as otherwise provided in this Agreement) used by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof Seller in the conduct of the Business. The Company does not use related Stores and the Business as it is currently being conducted. (f) Except as set forth on Schedule 5.11(f), neither the Seller, any Affiliate nor, to the Seller’s Knowledge, any Seller’s Designate or permit Third Party owns, holds or is obligated under or a party to any option, right of first refusal or other contractual right to acquire or sell any of its Properties the Real Property or any interest therein which will survive the First Closing with respect to be held at the Affiliate Real Property and the Third Party Real Property, or the Second Closing with respect to the Seller Designate Real Property. (g) Except as set forth on Schedule 5.11(g), with respect to the Real Property, to the Seller’s Knowledge, there are not (i) any real property pending or threatened condemnation proceedings, (ii) any pending or threatened Actions or (iii) any other matter materially and adversely affecting the value thereof other than those matters that are Permitted Liens or are subject to the Leased Premisesprovisions of Section 7.7, 7.8 and/or 11.3. (h) Each of the Seller, the Affiliates and, to Seller’s Knowledge, the Third Parties and Seller’s Designates, has paid, and will continue to pay through the First Closing, all taxes, assessments, charges, fees, levies and impositions which are due and payable and owing by each or any of them with respect to the Real Property. Except as set forth on Schedule 5.11(h), to the Seller’s Knowledge, there is no actual or pending imposition of any assessments or public betterments, and, no improvements have been constructed or planned which would be paid for by means of assessments upon the Real Property.

Real Property. (a) The Company does not own (Schedule 4.7 lists and has never owned) any describes briefly all real property leased or subleased to any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements PEARL Group Member. The PEARL Parties and the PEARL Group Members have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Purchaser correct and complete copies of which have previously been furnished the leases and subleases listed in Schedule 4.7, each as amended to Buyerdate. With respect to each lease and sublease listed in Schedule 4.7, together with all related documentsand any amendment thereto: (a) the lease or sublease, including non-disturbance agreementsand any amendment thereto, underlying ground leasesis legal, title insurance policiesvalid, surveysbinding, lease amendments or modificationsenforceable, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on the same terms following the consummation of the transactions contemplated hereby, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights in general and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought; (c) no party to the lease or sublease is in material Breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of materialBreach or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premisesmodification, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises.acceleration thereunder; (d) Except for no party to the Leaseslease or sublease has repudiated any provision thereof; (e) there are no material disputes, oral agreements, or forbearance programs in effect as to the Company has not entered into any lease, lease or sublease, license, occupancy agreement, option, right, concession or other Contract ; (f) with respect to each sublease, no PEARL Party or PEARL Group Member has taken any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person action that would materially interfere cause the representations and warranties set forth in this Agreement to be untrue or incorrect with respect to the use thereof underlying lease; (g) No PEARL Group Member has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the conduct leasehold or subleasehold; (h) to the best of PEARL Parties' Knowledge, to the Business. The Company does not use extent approval of any Governmental Body has been required in connection with any PEARL Group Member's operation of a property it leases or permit any subleases, such PEARL Group Member has received all required approvals and has operated and maintained, and conducted its operations on, the leased or subleased properties in accordance with applicable laws, rules, and regulations; and (i) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of its Properties to be held at any real property other than the Leased Premisessaid facilities.

Real Property. (a) The Company Association does not own (and has never owned) any real property and has not executed and delivered or otherwise entered into any ownership interest therein. (bcontract to purchase any real property. Paragraph 4(k) Schedule 3.12(b) sets forth a list of the Sellers' Disclosure Letter lists and describes briefly all leases, licenses real property leased or similar agreements subleased to which the Company is a party that are for Association. The Sellers have delivered to the use or occupancy of real estate (“Leases”) (accurate Purchaser correct and complete copies of which have previously been furnished the leases and subleases listed in Paragraph 4(k) of the Sellers' Disclosure Letter (as amended to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”date). The Leases are With respect to each lease and sublease listed in Paragraph 4(k) of the Sellers' Disclosure Letter, except as otherwise set forth in such Paragraph 4(k) of the Sellers' Disclosure Letter: (i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) the Association, and, to the best of Sellers' Knowledge, no other party to the lease or sublease is in breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under or permit termination, modification, or acceleration thereunder; (iv) the Association, and, to the best of Sellers' Knowledge, no party to the lease or sublease has repudiated any Lease. The Company provision thereof; (v) to the best of Sellers' Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease; (vi) with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease; (vii) the Association has a valid leasehold not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in each the leasehold or subleasehold; (viii) all facilities leased or subleased thereunder have received all approvals of its Leased Premisesgovernmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (x) to the best of Sellers' Knowledge, the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any restriction, except for installments of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has easements not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.yet

Real Property. (a) The Company does not own Schedule 2.7 is a true and complete list of (and has never ownedi) any all real property owned by the Corporation or any ownership Subsidiary, including, without limitation, all buildings, structures and improvements thereon and all appurtenances thereto and the rights and privileges of the Corporation in all rights of way, licenses or easements, (ii) all real property leases to which the Corporation or any Subsidiary is a party, and (iii) all options, deeds of trust, deeds of declaration, mortgages and land contracts pursuant to or in which the Corporation or any Subsidiary has any interest therein(collectively, the "Real Property"). Sellers have furnished to Purchaser or its counsel true and complete copies of each written contract and a written description of each oral contract relating to the list set forth on Schedule 2.7. (b) Except as set forth on Schedule 3.12(b2.7, with respect to the Real Property: (i) sets forth a list The Real Property is occupied under valid and current certificates of occupancy or the like, and the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy or the like; there are no facts known to Sellers which would prevent each location from being occupied after the "Closing Date" (as hereinafter defined) in substantially the same manner as before; (ii) The Real Property does not violate, and all leasesimprovements are constructed in compliance with, licenses any applicable federal, state or similar agreements to which local statutes, laws, ordinances, regulations, rules, codes, orders or requirements, including, without limitation, any building, zoning, fire or environmental laws or codes (the Company is a party "Laws and Ordinances"); (iii) The Corporation has obtained all appropriate licenses, permits, building permits and occupancy permits that are for required with respect to the Real Property by the Laws and Ordinances; (iv) There are no outstanding variances or special use permits affecting the Real Property or its uses; (v) No notice of a violation of any Laws and Ordinances, or of any covenant, condition, easement or restriction affecting the Real Property or relating to its use or occupancy has been given, nor are Sellers aware of real estate any such violation; (“Leases”vi) The Real Property has and will have as of the Closing Date adequate water supply, storm and sanitary sewage facilities, telephone, gas, electricity, fire protection, means of ingress and egress to and from public highways and, without limitation, other required public utilities. All utility lines and facilities presently serving the Real Property are serviced and maintained by the appropriate public or quasi-public entity. All utilities enter the Real Property through adjoining public streets or, if they pass through adjoining private land, they do so in accordance with valid public easements. Sellers have no knowledge of any increase in the applicable rate for any utility service being furnished to the Real Property from the rate in effect with respect to the most recent bill ▇▇▇t the Corporation has received for such service; (accurate and complete copies vii) Sellers have no knowledge of improvements made or contemplated to be made by any public or private authority, the costs of which have previously been furnished are to Buyerbe assessed as special taxes or charges against the Real Property, together and there are no present assessments; (viii) All improvements constituting the Real Property are without structural defects, were constructed in conformity with all related documentsplans and specifications; (ix) The Real Property either (a) is freely accessible directly from all public streets on which it abuts, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options(b) (uses adjoining private land to access the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”)same in accordance with valid public easements. The Leases are in full force and effect, and Sellers have no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear knowledge of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to would result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of access; (x) The Corporation does not have a boundary or water drainage dispute with the owners of any condemnationpremises adjacent to the Real Property and has no knowledge of any such dispute involving former owners of the Real Property; (xi) None of Sellers or the Corporation has notice of outstanding requirements or recommendations by the insurance companies who issued the insurance policies insuring the Real Property, eminent domain or by any board of fire underwriters or other body exercising similar proceeding affecting functions requiring or recommending any repairs or work to be done on the Real Property; (xii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of any the Real Property; (xiii) there are no encroachments upon such property by buildings or other structures or improvements belonging to owners of adjacent or adjoining properties and the Real Property is not subject to claims by adjoining owners; (xiv) all improvements on the Real Property are wholly situated within boundaries of the Leased Premises Real Property and do not encroach onto any adjacent or any access theretoadjoining lands; (xv) the Real Property has not been condemned, expropriated, dedicated or otherwise taken by public authority and, to the Knowledge of the CompanySellers' knowledge, no such proceedings are contemplatedcondemnation, expropriation, dedication or taking is threatened; and (yxvi) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any the current and intended use of the Leased PremisesReal Property does not violate in any material respect any law or any instrument of record or agreement affecting such Real Property. There is no violation of any covenant, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leasescondition, the Company has not entered into any leaserestriction, subleaseeasement, license, occupancy agreement, option, right, concession or other Contract with respect to agreement affecting the Real Property or order of any facilities governmental authority having jurisdiction over the Real Property that materially affects the Real Property or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesoccupancy thereof.

Real Property. (aSection 2(g) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all Owned Real Estate and real property or any ownership interest therein. leased to the Sellers (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Sellers have delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyer correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Real Estate: (i) the Sellers have good and marketable title to all of the Owned Real Estate free and clear of all liens, charges, mortgages, security interests, easements, restrictions or other encumbrances of any nature whatsoever except real estate taxes for the year of Closing and municipal and zoning ordinances and recorded utility easements which do not impair the current use, occupancy or value or the marketability of title of the property and which are disclosed in Section 2(f) of the Disclosure Schedule 3.12(b(collectively, the "Permitted Real Estate Encumbrances"); (ii) are referred to herein collectively as the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; (iii) no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; (iv) there are no disputes, oral agreements, or forbearance programs in effect as to any Lease. The Company has a valid leasehold ; (v) none of the Owned Real Estate and to the Sellers' Knowledge, none of the properties subject to the Leases is subject to any lease (other than Leases), option to purchase or rights of first refusal; (vi) except for Permitted Real Estate Encumbrances, there are no (i) actual or, to the Sellers' Knowledge, proposed special assessments with respect to any of the Real Estate; (ii) pending or, to the Sellers' Knowledge, threatened condemnation proceedings with respect to any of the Real Estate; (iii) pending or, to the Sellers' Knowledge, threatened litigation or administrative actions with respect to any of the Real Estate; (iv) mechanic's or materialmens' liens with respect to the Owned Real Estate; (v) structural or mechanical defects in any of the buildings or improvements located in the Real Estate; (vi) planned or commenced improvements which will result in an assessment or otherwise affect the Real Estate; (vii) governmental agency or court orders requiring the repair, alteration or correction of any existing condition with respect to the Real Estate or any portion thereof; or (viii) any pending or, to the Sellers' Knowledge, threatened changed in any zoning laws or ordinances which may affect any of the Real Estate or Sellers' use thereof; (vii) all buildings and improvements on the Real Estate are in AS IS condition WHERE IS; (viii) the Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; (ix) to the Sellers' Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; (x) all facilities on the Real Estate are supplied with utilities and other services necessary for the operation of said facilities; and (viii) to the Sellers' Knowledge, the owner of each leased facility has good and marketable title to the underlying parcel of its Leased Premisesreal property, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionSecurity Interest, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisescovenant, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor restriction, except for Permitted Real Estate Encumbrances and Sellers' leasehold interest in each Lease has priority over any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except interest except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.fee interest therein and Permitted Real Estate Encumbrances;

Real Property. (a) The Company does not own members of the Spinco Group hold, or will hold (and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leasesassuming the Separation is completed), licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, valid fee simple title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(bSpinco Owned Real Property set forth in Section 2.9(a) are referred to herein collectively as of the “Leased Premises”). The Leases are in full force and effectRemainco Disclosure Letter, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisescase, free and clear of Encumbrances other than Permitted Encumbrances. Neither the whole nor any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient Spinco Owned Real Property is subject to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads pending suit for condemnation or access to public roads other taking by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, any Governmental Authority and, to the Knowledge of Remainco, no such condemnation or other taking is threatened or contemplated. To the CompanyKnowledge of Remainco, there is no all improvements constituting part of the Spinco Owned Real Property (i) comply with valid and current certificates of occupancy or similar Permits to the extent required by applicable Laws for the use thereof, (ii) are in good operating condition which could and repair (ordinary wear and tear excepted), (iii) are adequately served with all necessary utilities for the operation of the business of the Spinco Business in the ordinary course of business in all material respects, and (iv) have current uses and operations that do not violate in any material respect any Laws, covenants, conditions, restrictions, easements, licenses, permits, or agreements except in the case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be reasonably expected to result be material to the Spinco Business or the Spinco Group, taken as a whole. (b) The members of the Spinco Group have, or will have after giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, a valid leasehold interest (as lessee, sublessee, licensee or sublicensee) in all real property leased, licensed or otherwise used by the members of the Spinco Group (collectively with all buildings, structures, fixtures and other improvements leased thereunder, the “Spinco Leased Real Property”). After giving effect to the Contemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, each of the leases or other Contracts relating to the Spinco Leased Real Property will create (or will have created) as of the Closing (i) a valid and subsisting leasehold interest, or valid right to use, of one of the members of the Spinco Group; (ii) a valid and binding obligation of such member of the Spinco Group free of Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against such member of the Spinco Group in accordance with its terms except in the termination case of any such utilities clauses (i) through (iii), as would not, individually or other servicesin the aggregate, reasonably be expected to be material to the Spinco Business or the Spinco Group, taken as a whole. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any None of the Leased Premises or any access theretomembers of the Spinco Group, andnor, to the Knowledge of Remainco, any other party to any such lease or other Contract (each, a “Spinco Real Property Lease”) is in breach or default under such Spinco Real Property Lease, and no event has occurred or failed to occur or circumstance exists which, with the Companydelivery of notice, no the passage of time or both, would constitute such proceedings are contemplateda breach or default, (y) any special assessment or pending improvement liens permit the termination, modification or acceleration of rent under such Spinco Real Property Lease, except as individually or in the aggregate, would not reasonably be expected to be made by material to the Spinco Business or the Spinco Group, taken as a whole. Remainco has Made Available to Merger Partner complete and correct copies of (A) all leases, licenses, subleases or other Contracts pursuant to which any Governmental Authority which could affect member of the Spinco Group leases or uses (or intends to lease or use upon the Spinco Contribution) real property and (B) all subleases, licenses, occupancy agreements and other Contracts granting to any Person (other than any member of the Spinco Group ) a right of use or occupancy of any of the Spinco Leased Premises, or (z) any violations Real Property in effect as of building codes and/or zoning ordinances or other governmental regulations the date hereof. There are no material disputes with respect to any of the Spinco Real Property Lease. The Spinco Leased Premises.Real Property is adequately served (dc) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate members of the Company Remainco Group (to the extent related to the Spinco Business) owns, leases, subleases, licenses or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at occupies any real property other than the Leased PremisesSpinco Real Property.

Real Property. (a) The Neither the Company does not own (and has never owned) nor any of its Subsidiaries owns any real property. Each of the leases for real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company or any of its Subsidiaries is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels "Leases") and all amendments, modifications and/or extensions thereto are listed on Schedule 3.12 hereto. Schedule 3.12 hereto also lists, with respect to each Lease, the name of real property related the 18 tenant(s), landlord(s), whether the Lease is a lease or a sublease, the current expiration dates and remaining options to extend the Leases, and the minimum monthly rent and additional rent under the Leases. With respect to the Leases identified on Schedule 3.12(bLeases, (i) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, are unmodified (other than as listed on Schedule 3.12 hereto) and are binding and enforceable in accordance with their terms; (ii) all rental and other charges payable pursuant to the terms and conditions of the Leases have been paid and no party thereto is rent has been paid in default advance more than 30 days; (iii) there are no charges, offsets or breach under defenses against the enforcement by the lessors thereunder of any agreement, covenant or condition on the part of the Company or any of its Subsidiaries, as the case may be, to be performed or observed pursuant to the terms of the Leases; (iv) there are no defaults by the Company or any of its Subsidiaries, as the case may be, of any agreement, covenant or condition on the part of the Company or such Lease. No event has occurred whichSubsidiary, as the case may be, to be performed or observed pursuant to the terms of the Leases which with the passage of time or the giving of notice or both, the lapse of time would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear give rise to the termination of any and all Liens. such Leases; (cv) The buildings and structures that there are part no actions or proceedings pending or to the best of the Leased Premises are in good repair Company's knowledge, threatened, by any lessor under the Leases; (vi) the consummation of the Offer and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on Merger will not constitute a prohibited transfer or assignment under any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased PremisesLeases; and (iivii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge knowledge of the Company, there is are no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of material defaults by any of the Leased Premises respective lessors of any agreement, covenant or any access thereto, and, condition on the part of the lessor to be performed or observed pursuant to the Knowledge terms of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesLeases. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Except as disclosed on Schedule 4.7 attached hereto, with respect to ------------ the Owned Real Property, (i) the Company does not own holding title thereto has, and Seller will have on the Closing Date, good and indefeasible title, insurable by a responsible title insurance company at regular rates, free and clear of any material Lien, except for Permitted Liens, (ii) there are no leases, subleases, licenses, concessions, or other agreements granting to any Person the right of use or occupancy of any portion thereof; and has never owned(iii) any real property there are no outstanding options or rights of first refusal to purchase the Owned Real Property or any ownership portion thereof or interest therein. (b) Schedule 3.12(b1.2(d) hereto sets forth a list all of all leasesthe real property leased or --------------- subleased by the Companies of any of them (the "Leased Real Property"). The -------------------- Companies have delivered to Buyer true, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate correct, and complete copies of which have previously been furnished to Buyereach of the leases for the Leased Real Property (the "Leases"), together with including, without ------ limitation, all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modificationsmodifications thereto. With respect to each of the Leases (i) neither the Companies nor, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as best of the “Leased Premises”). The Leases are in full force and effectCompanies' knowledge, and no party thereto any third party, is in material breach or default or breach under any such Lease. No , no event has occurred (including the consummation of the transactions contemplated hereby) which, with the passage lapse of time or the giving of notice notice, or both, otherwise would cause constitute such a material breach of or default under by any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liensthe Companies. (c) The buildings Owned Real Property and structures that the Leased Real Property (collectively, the "Premises") constitutes all of the real property owned, leased, occupied or -------- otherwise utilized by the Companies or any of them or in connection with the Business. (i) The Premises are in compliance with all applicable federal, state and local laws and regulations (including, but not limited to, those relating to environmental protection, conservation and occupational safety and health) and with all applicable land use requirements, zoning ordinances and building codes; (ii) There are no pending or, to the Companies' knowledge, threatened legal proceedings against or claiming an interest in the Premises; (iii) Except for current Taxes which are not yet due or which are payable without penalty, there are no public assessments or similar charges on the Premises; (iv) There are no pending, or, to the Companies' knowledge threatened, eminent domain proceedings to acquire the Premises or any portion thereof or any interest therein (v) To the knowledge of the Companies there are no plans or studies to alter any street or highway contiguous to the Premises or to remove, eliminate or modify any railroad spur line to the Premises or access rights to same; (vi) The Companies have all water supply, sewage services, storm drainage, electrical supply, natural gas and other utilities necessary for the operation of the Premises as operated prior to the Closing Date, and such utility services have not been interrupted (other than as a result of weather or other natural causes) during the one-year period prior to the Closing Date; (vii) All permits and licenses necessary for the construction of the present improvements at the Premises and for the present operation, use and occupancy thereof by the Companies have been obtained and are in effect, except those which the failure to obtain has had or will have a Material Adverse Effect; (viii) There are no binding agreements of the Companies or any of them with any governmental agency or private Person which has had or will have a Material Adverse Effect or materially restricting the use of the Premises; (ix) There are no leases, subleases, occupancies or tenancies in effect pertaining to the Owned Real Property; (x) The Companies have all necessary rights of way and rights of ingress and egress to and from the Premises to conduct the Business as conducted prior to the Closing Date, pursuant to valid and enforceable agreements; (xi) No work for municipal improvements has been commenced on or in connection with the Premises, or, to the knowledge of the Companies, on any street adjacent thereto and which will adversely affect access to the Premises; no assessment for public improvements has been made against the Premises which remains unpaid; and no notice from any county, township or other governmental body has been served upon the Premises or received by the Companies or any of them requiring any work, repair, construction, alteration, or installation on or in connection with the Premises which has not been complied with; and (xii) To the knowledge of the Companies, no part of the Leased Premises are in good repair and conditioncontains, normal wear and tear exceptedis located within, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on or abuts any of the Leased Premisesflood plain, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities navigable water or other services. Neither the Company nor any body of its Affiliates has received notice of (x) any condemnationwater, eminent domain or similar proceeding affecting any portion of any of the Leased Premises tide land, wet land, ▇▇▇▇▇ land or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority other area which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment special state, federal or other arrangement for its sale municipal regulation, controls or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesprotection.

Real Property. (aSection 2(g) The Company does not own (of the Disclosure Schedule lists and has never owned) any describes briefly all real property or any ownership interest therein. leased to the Seller (b) Schedule 3.12(b) sets forth a list including, without limitation, complete legal descriptions for all of all leases, licenses or similar agreements the Real Estate). The Seller has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Buyers correct and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related Leases. With respect to the Leases identified on Schedule 3.12(b) are referred to herein collectively as Real Estate: i. the “Leased Premises”). The Leases are and, following the Closing will continue to be, legal, valid, binding, enforceable, and in full force and effect; ii. no party to any Lease is in breach or default (or has repudiated any provision thereof), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a breach of or default under thereunder or permit termination, modification, or acceleration thereunder; iii. there are no disputes, oral agreements, or forbearance programs in effect as to any Lease; iv. The Company has a valid leasehold interest in each of its Leased Premisesto the Seller's Knowledge, free and clear of any and all Liens. (c) The buildings and structures that are part none of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior properties subject to the date Leases is subject to any lease (other than Leases), option to purchase or rights of this Agreementfirst refusal; v. to the Seller's Knowledge, and there are structurally sound. All of the Leased Premises no (i) has direct access to public roads actual or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any proposed special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations assessments with respect to any of the Leased Premises. Real Estate; (dii) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession pending or other Contract threatened condemnation proceedings with respect to any facilities or real property. None of the Leased Premises is subject to Real Estate; (iii) structural or mechanical defects in any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company buildings or improvements located on the Real Estate; (iv) any other Person that would pending or threatened changes in any zoning laws or ordinances which may materially interfere adversely affect any of the Real Estate or Seller's use thereof; vi. the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or its rights thereunder; and vii. to the Seller's Knowledge, all facilities on the Real Estate have received all approvals of governmental authorities (including licenses, permits and zoning approvals) required in connection with the use operation thereof and have been operated and maintained in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesaccordance with applicable laws, rules, and regulations.

Real Property. (a) The Company does Part 3.14 of the Disclosure Schedule sets forth a correct and complete list (except for the Leases to which a German Subsidiary is a party (provided that the Sellers shall provide to Purchaser the schedules referenced in this Section 3.14(a) with respect to such Leases prior to Closing)) of: (i) all of the Leases; (ii) the entity that is the tenant, subtenant, licensee, user or occupier under each Lease; (iii) a clear description of the specific unit or space corresponding to each Lease; (iv) the expiration date of each Lease (not own taking into account any options to renew or extend thereunder), and the number and length of options to renew or extend the same; (v) the current monthly rent payable under each Lease; (vi) the security deposit and has never ownedprepaid rents of more than one (1) month for each Lease; (vii) any outstanding agreements (whether written or oral) to amend or modify any Lease; and (viii) any material repairs or improvements to the real property that is the subject of each Lease that is currently planned or any ownership interest thereinbudgeted for by the Sellers, or that is necessary for the reasonable use, occupancy or operation of the Targeted Businesses. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Correct and complete copies of all Leases (other than those to which the German Subsidiaries are a party), and all amendments, modifications, guarantees and other material documents relating thereto, have previously been furnished made available to BuyerPurchaser in accordance with the terms of this Agreement. (c) Each Lease is in full force and effect, is the legal, binding and enforceable obligation of either a Seller or a Target Subsidiary, and either a Seller or a Target Subsidiary holds a valid and existing leasehold estate thereunder. (d) Neither the Sellers, nor the Target Subsidiaries nor to the Knowledge of the Sellers, any other party to a Lease, is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default by the Sellers or the Target Subsidiaries or, to the Knowledge of the Sellers, any other party thereto. The Sellers and the Target Subsidiaries have not, and to the Knowledge of the Sellers, no third party has, repudiated or disputed any provision of any Lease. (e) Neither the Sellers nor the Target Subsidiaries have assigned, transferred, conveyed, mortgaged, hypothecated, pledged or otherwise encumbered any of their interest in the Leases or the Leased Real Property. (f) All of the Leased Real Property is actively used in the Targeted Businesses. (g) To the Knowledge of the Sellers, each individual Leased Real Property, and the Sellers' and the Target Subsidiaries' use and occupancy thereof and operations thereat, is in material compliance with all Laws, including, without limitation: (a) the Americans with Disabilities Act, 42 U.S.C. Section 12102 et seq., together with all related documentsrules, including non-disturbance agreementsregulations and official interpretations promulgated pursuant thereto; and (b) Laws concerning zoning, underlying ground leasesbuilding, title insurance policiesfire, surveyslife safety, lease amendments health codes and sanitation. Neither the Sellers nor the Target Subsidiaries have received notice of, and to the Knowledge of the Sellers, there is not, any condition at the Leased Real Property which could give rise to any material violation of Law. (h) There are no eminent domain, condemnation or modificationsother similar proceedings pending or, notices to the Knowledge of renewal the Sellers, threatened, affecting any portion of the Leased Real Property except for proceedings affecting Leased Real Property that would not have, individually or non-renewalin the aggregate, expansion options and purchase options) (a material adverse effect on the parcels Targeted Businesses. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation pending or, to the Knowledge of real property related the Sellers, threatened, relating to the Leases identified or the ownership, lease, use, occupancy or operation by the Sellers, the Target Subsidiaries, or any of their Affiliates of the Leased Real Property. (i) The current use, occupancy and operation of the Leased Real Property does not violate in any material respect any instrument of record or agreement affecting the Leased Real Property, or the Lease relating to such Leased Real Property. (j) Except as set forth in Part 3.14(j) of the Disclosure Schedule, no damage or destruction has occurred with respect to any of the Leased Real Property that would have, individually or in the aggregate, a material adverse effect on Schedule 3.12(bthe Targeted Businesses. (k) There are referred currently in effect such insurance policies for the Leased Real Property as are customarily maintained with respect to herein collectively similar properties. Correct and complete copies of all insurance policies maintained by the Sellers with respect to the Leased Real Property have been made available to Purchaser in accordance with this Agreement. All premiums due on such insurance policies have been paid by the Sellers or the Target Subsidiaries and the Sellers or the Target Subsidiaries will maintain such insurance policies from the date hereof through the Closing or earlier termination of this Agreement. Neither the Sellers nor the Target Subsidiaries have received, and to the Knowledge of the Sellers there is no, notice or request from any insurance company requesting the performance of any work or alteration with respect to the Leased Real Property or any portion thereof. Neither the Sellers nor the Target Subsidiaries have received notice from any insurance company concerning, nor to the Knowledge of the Sellers are there, any material defects or material inadequacies in the Leased Real Property, which, if not corrected, could result in the termination of insurance coverage or materially increase its cost. (l) The Leased Real Property is in good condition and repair and adequate for the use, occupancy and operation of the Targeted Businesses, and to the Knowledge of the Sellers, there are no facts or conditions affecting any of the Leased Real Property as would have, individually or in the “aggregate, a material adverse effect on the Targeted Businesses. (m) Except as set forth in Part 3.14(m) of the Disclosure Schedule, there is no construction underway at any of the Leased Premises”). The Leases Real Property, and all improvements, trade fixtures, furniture, furnishings and equipment installed by the Sellers or the Target Subsidiaries thereat have been or will be paid for in full by the Sellers or the Target Subsidiaries. (n) To the Knowledge of the Sellers, legal access is available to all the Leased Real Property, and neither the Sellers nor the Target Subsidiaries have received notice to the contrary. (o) All required permits, licenses, approvals and authorizations (collectively, the "REAL PROPERTY PERMITS") of Governmental Entities having jurisdiction over the Leased Real Property, the absence of which would have a material adverse effect on the Targeted Businesses, have been issued to the Sellers or the Target Subsidiaries to enable the Leased Real Property to be lawfully used, occupied and operated for all of the purposes for which it is currently used, occupied and operated, and are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has Sellers have made correct and complete copies of the Real Property Permits (other than those which pertain to the German Subsidiaries) available to Purchaser in accordance with this Agreement. Neither the Sellers nor the Target Subsidiaries have received any notice from any Governmental Entity threatening a valid leasehold interest in each of its Leased Premisessuspension, free and clear revocation, modification or cancellation of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, Real Property Permit and, to the Knowledge of the CompanySellers, there is no condition which could be reasonably expected to result in basis for the termination issuance of any such utilities notice or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion taking of any such action. (p) All of the Leased Premises or any access theretoReal Property is adequately served by utilities and services necessary for the use, andoccupancy and operation thereof, to the Knowledge of the Companyincluding, no such proceedings are contemplatedwithout limitation, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premiseselectricity, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premiseswater, gas, sewer, and waste disposal. (dq) Except for Neither the Leases, Sellers nor the Company has not entered into Target Subsidiaries hold any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or interest in real property. None of the Leased Premises property that is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof actively used in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property Targeted Businesses, other than the Leased PremisesReal Property. There is no real property material to the operations of the Targeted Businesses other than the Leased Real Property.

Real Property. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Orion: (aA) The Company does not own Orion and each of its subsidiaries has good and marketable fee title (or the equivalent in any applicable foreign jurisdiction) to each and has never ownedall of its owned real property, and good and valid leasehold title to all of its leased property pursuant to leases with third parties which are enforceable in accordance with their terms, in each case subject only to Permitted Liens, (B) any all such real property (I) complies with all applicable zoning and land use ordinances, laws and regulations, or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements to which the Company is a party that are valid nonconforming use thereunder, (II) has sufficient access to a public road and (III) is improved with all necessary and sufficient buildings, structures and improvements sufficient for the use continuation of its business as currently conducted, in accordance with all applicable Orion Permits and Applicable Laws with respect to Orion and its subsidiaries, (C) there are no existing (or occupancy to Orion’s knowledge, threatened in writing) condemnation proceedings with respect to any such real property, and (D) with respect to all such leased real property, Orion and each of real estate (its subsidiaries is in compliance with all material terms and conditions of each lease therefor, and neither Orion nor any of its subsidiaries has received any notice of default thereunder which is outstanding and remains uncured beyond any applicable period of cure. As used herein, “Leases”) (accurate Permitted Liens” means all liens, charges, encumbrances, mortgages, deeds of trust and complete copies of which have previously been furnished to Buyersecurity agreements disclosed in any Orion Filed SEC Documents or Diamond Filed SEC Documents, as the case may be, together with all related documentsthe following (without duplication): (A) Liens imposed by law, including nonsuch as and mechanics and materialmen Liens, in each case for sums not yet overdue for a period or more than 30 days or being contested in good faith by appropriate proceedings or such other Liens arising out of judgments or awards against Orion or Diamond, as the case may be, with respect to which Orion or Diamond, respectively, shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of Orion or Diamond, as the case may be, in accordance with GAAP, (B) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of Orion or Diamond, as the case may be, in accordance with GAAP, (C) Liens securing judgments for the payment of money so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period with which such proceedings may be initiated has not expired, (D) minor survey exceptions on existing surveys or which would be shown on a current accurate survey, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-disturbance of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes (including, for the avoidance of doubt, operating agreements), underlying ground leasesmatters disclosed by a current survey, title insurance policies, surveys, lease amendments or modifications, notices of renewal zoning or non-renewal, expansion options and purchase options) (the parcels of real property related other restrictions as to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part use of the Leased Premises are in good repair and conditionaffected real property, normal wear and tear excepted, and are which do not in the aggregate sufficient to satisfy materially adversely affect the Company’s current business activities as conducted thereon and have no material defects value of the leased property or materially impair their use in the improvements operation of the business of the tenant, (E) Liens arising from licenses of Intellectual Property, (F) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Orion or Diamond, as the case may be, in the ordinary course of business, (G) leases, subleases, licenses and occupancy agreements by Orion or Diamond, as the case may be, as landlord, sublandlord or licensor, (H) Liens disclosed on any of title insurance policy held by Orion or Diamond, as the Leased Premisescase may be, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to existence on the date of this Agreement, and are structurally sound. All of the Leased Premises (iI) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any leased property, all liens, charges and encumbrances existing on the date of the Leased Premises. (d) Except for the Leases, the Company has not entered into any applicable lease, sublease, license, occupancy agreement, option, right, concession and all mortgages and deeds of trust now or other Contract with respect to any facilities or real property. None of hereafter placed on the Leased Premises is subject to any commitment or other arrangement for its sale or use leased property by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesthird-party landlord.

Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b3.10(i) sets forth a list of all leasesreal property owned by WH (and its controlled Affiliates), licenses including the street address and tax parcel identification number of each property (the “Owned Real Property”), and specifies which real property will transfer to DRE under the RPTA. Schedule 3.10(ii) sets forth a list of all real property leased by WH (or similar its controlled Affiliates) as a lessee, sub-lessee, or assignee (“Leased Real Property,” and collectively with the Owned Real Property, the “Real Property”). The Leased Real Property is leased pursuant to valid written leases listed in Schedule 3.10(ii), which contain the entire agreement between the landlord of each parcel of Leased Real Property and WH (or its applicable controlled Affiliate). Schedule 3.10(iii) sets forth a list of all Real Property and all written lease agreements pursuant to which WH (or its controlled Affiliates) leases as a sub-lessor or a lessor, and all such written leases contain the Company is a party that are for entire agreement between the use or occupancy landlord of real estate each parcel of Real Property and the lessee. Except as set forth on Schedule 3.10(iv), WH (“Leases”and its controlled Affiliates) (accurate own good and complete copies of which have previously been furnished marketable fee simple and/or leasehold title, as the case may be, to Buyerthe Real Property in all material respects, together with all related documentsbuildings, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effectimprovements, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisescomponent parts thereon and all appurtenances and rights thereto, free and clear of any and all material Liens., encumbrances or other restrictions. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Real Property and constituting a part thereof. Certificates of occupancy are in full force and effect for each location of Real Property, and the uses thereof being made by WH (or its controlled Affiliates) do not materially violate any applicable zoning, subdivision, land use, or other Legal Requirement. No third party has a right to acquire any interest in the Owned Real Property or WH’s (or its controlled Affiliates’) interests in the Leased Real Property; provided, that, at the Closing, WH and DRE shall enter into the RPTA, as required by this Agreement. With respect to the Real Property: (a) WH (and its controlled Affiliates) have not received, during the past five (i) the Real Property is zoned in a manner that permits the present use thereof, without reliance on any variance, conditional use permit, special exception, “grandfathering,” “non-conforming use” or other similar exception; (ii) if any of the improvements on the Real Property are damaged or destroyed subsequent to the Closing, the repair or replacement of the same by WVUHS, WH or DRE to the condition existing immediately prior to the Closing will not violate applicable zoning ordinances (assuming there has been no change in such zoning ordinances); (iii) there are no pending or, to the knowledge of WH, threatened changes in the zoning of the Real Property, and (iv) the buildings and improvements constituting the Real Property substantially comply with all building codes; (c) The buildings and structures that are part of the Leased Premises are in good repair and conditionReal Property is subject to no easements, normal wear and tear exceptedrestrictions, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements ordinances, or such other limitations on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises title (i) has direct access so as to public roads make such Real Property unusable for its current use or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and title uninsurable or unmarketable in any material respect or (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy which materially restrict or impair the current business activities conducted at such Leased Premisesuse, and, to the Knowledge marketability or insurability of the CompanyReal Property; (d) all of the Real Property is in substantial compliance with the applicable provisions of the Americans with Disabilities Act and the provisions of any other material Legal Requirement relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no condition which could be reasonably expected pending, noticed, or threatened Proceeding (whether from a Government Entity or from any other Person) relating to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion compliance of any of the Leased Premises Real Property with the Accessibility Laws; (e) there are no tenants or other Persons occupying any space in the Real Property except as set forth on Schedule 3.10(iii); (f) WH (and its controlled Affiliates) have not received any notice of any existing, proposed or contemplated plans to modify or realign any street or highway or any access theretoexisting, and, to proposed or contemplated eminent domain proceeding that would result in the Knowledge taking of all or any part of the Company, no such proceedings are contemplated, (y) Real Property or that would adversely affect the current use of any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any part of the Leased PremisesReal Property; (g) the Real Property is not located within a one hundred year flood plain or an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and (h) the existing improvements located upon the Real Property do not encroach upon adjacent premises or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect upon existing utility company easements to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.material extent,

Real Property. (a) The Company does not own (and has never owned) any Set forth on Schedule 4.27 is an accurate description of each parcel of real property owned by or any ownership interest thereinleased to Borrower. (b) Schedule 3.12(b) sets forth a list Borrower has delivered to the Lenders true and correct copies of all leasesof its leases or subleases and all related amendments, licenses supplements and modifications and related documents (the "Scheduled Lease Documents"). There are no other agreements, written or similar agreements oral, between Borrower and any third parties claiming an interest in Borrower's interest in the Scheduled Leases or otherwise relating to which the Company is a party that are for the Borrower's use or and occupancy of any leased real estate (“Leases”) (accurate property. All such leases are valid and complete copies binding obligations of which have previously been furnished to Buyerthe parties thereto, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, effect and enforceable against the parties thereto in accordance with their terms; and no party thereto is in default or breach under any such Lease. No event has occurred whichincluding, but not limited to, the executed, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with the passage or without notice, lapse of time or the giving of notice or both, ) would cause constitute a breach of or default thereunder. No property leased under any Lease. The Company has a valid leasehold interest lease which the Lenders have agreed to assume is subject to any lien, encumbrance, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in each any respect interfere with or impair the present and continued use thereof in the usual and normal conduct of its Leased Premises, free and clear of any and all LiensBorrower's business. (c) The buildings On the Loan Closing Date, Borrower will hold of record good, marketable and structures that are part insurable title to the property described in Schedule 4.27 free and clear of all title defects, liens, pledges, claims, charges, rights of first refusal, security interests or other encumbrances and not, in the case of the Leased Premises are in good repair and conditionreal property, normal wear and tear exceptedsubject to any rights-of-way, and are in the aggregate sufficient building or use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever, except with respect to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premisesall such properties, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easementmatters set forth in Schedule 4.27, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities liens for current taxes and assessments not in such quantity default (collectively, the "Permitted Encumbrances"). Notwithstanding the foregoing, Borrower's representations and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, warranties regarding title defects with respect to the Knowledge real property is limited to defects arising by, through or under Borrower, but not otherwise. Copies of the Companymost current title insurance policies, there is no condition which could be reasonably expected commitments or binders issued to result or in the termination possession of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations Borrower with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company property or any other Person that would materially interfere with the use thereof in the conduct portion thereof, are set forth as part of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesSchedule 4.

Real Property. Schedule 4.17 of the Target Disclosure Schedules lists and describes briefly all real property leased or subleased to Target. Target has delivered to Acquiror correct and complete copies of the leases and subleases listed in Schedule 4.17 of the Target Disclosure Schedules. With respect to each material lease and sublease listed in Schedule 4.17 of the Target Disclosure Schedules: (a) The Company does not own the lease or sublease is legal, valid and legally binding obligation of Target, enforceable against Target in accordance with its terms and conditions, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, and has never owned(ii) any real property or any ownership interest therein.rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability, and is in full force and effect in all respects; (b) Schedule 3.12(b) sets forth a list of all leasesTarget is not in material breach or default, licenses or similar agreements and to which the Company is a Target's Knowledge, no other party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are lease or sublease is in full force and effectmaterial breach or default, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or bothlapse of time, would cause constitute a material breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesor permit termination, free and clear of any and all Liens.modification, or acceleration thereunder; (c) The buildings and structures that to Target's Knowledge, no party to the lease or sublease has repudiated any provision thereof; (d) to Target's Knowledge there are part of no disputes, oral agreements, or forbearance programs in effect as to the Leased Premises are lease or sublease; (e) Target has not assigned, transferred, conveyed, mortgaged, deeded in good repair and conditiontrust, normal wear and tear excepted, and are or encumbered any interest in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and leasehold or subleasehold; and (f) all facilities leased or subleased thereunder have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, andreceived, to the Knowledge of the CompanyTarget, there is no condition which could be reasonably expected to result all approvals of governmental authorities (including material licenses and permits) required in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere connection with the use thereof operation thereof, and have been operated and maintained in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesaccordance with applicable laws, rules, and regulations in all material respects.

Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) 2.8 sets forth an accurate, correct, and complete legal description of the Real Property, including a street address, and a list of all leasescontracts and agreements, licenses oral or similar agreements written, relating to which or affecting the Company is a party that are for the use Real Property or occupancy of real estate (“Leases”) (accurate any interest therein. Sellers have delivered to Hvide accurate, correct, and complete copies of which all such contracts and agreements. Sellers have previously been furnished to Buyerthe sole and exclusive legal and equitable ownership of all right, together with all related documentstitle, and interest in and has good, marketable, and insurable title in fee simple absolute to, and is in possession of, the Real Property, including non-disturbance the buildings, structures, quays, wharfs, piers, docks, and improvements situated thereon and appurtenances thereto, in each case free and clear, except as described on Schedule 2.8, of all tenancies and other possessory interests, security interests, conditional sale, or other title retention agreements, underlying ground leasesliens, title insurance policiesencumbrances, surveysmortgages, lease amendments or modificationspledges, notices assessments, easements, rights of renewal or non-renewalway, expansion options covenants, restrictions, reservations, options, rights of first refusal, defects in title, encroachments, and purchase options) (other burdens, except for Permitted Encumbrances. All contracts, agreements, and undertakings affecting the parcels of real property related to the Leases identified on Real Property are set forth in Schedule 3.12(b) 2.8 and are referred to herein collectively as the “Leased Premises”). The Leases are legally valid and binding and in full force and effect, and there are no party thereto is in default defaults, offsets, counterclaims, or breach defenses thereunder, and Sellers have received no notice of default, offset, counterclaim, or defense under any such Leasecontracts or agreements. No event Neither the whole nor any portion of the Real Property has occurred whichbeen condemned, with requisitioned, or otherwise taken by any public authority, and no notice of any such condemnation, requisition, or taking has been received. To the passage knowledge of time the Sellers, no such condemnation, requisition, or taking is threatened or contemplated. Sellers have no knowledge of any public improvements that may result in special assessments against or otherwise affect the giving of notice or both, would cause a breach of or default under any LeaseReal Property. The Company has a valid leasehold interest Real Property is in compliance with all applicable zoning, building, health, fire, water, use, or similar Laws. The zoning of each parcel of its Leased Premises, free Real Property permits the existing improvements and clear of any and all Liens. (c) The buildings and structures that are part the continuation following consummation of the Leased Premises are in good repair and conditiontransaction contemplated hereby of the Business as presently conducted thereon. Sellers have all licenses, normal wear and tear exceptedcertificates of occupancy, permits, and are authorizations required to conduct the business currently conducted by Sellers on the Real Property. Sellers have all easements and rights necessary to conduct the business currently conducted by Sellers on the Real Property, including easements for all utilities, services, roadway, railway, and other means of ingress and egress. Sellers have all rights to any off-site facilities necessary to ensure compliance in all material respects with all zoning, building, health, fire, water, use, or similar Laws. To the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any knowledge of the Leased PremisesSellers, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) no fact or condition exists that has direct access to public roads resulted or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to would result in the termination or impairment of any such access to the Real Property or discontinuation of sewer, water, electric, gas, telephone, waste disposal, or other utilities or other services. Neither To the Company nor any knowledge of its Affiliates has received notice Sellers, the facilities servicing the Real Property are in full compliance with all codes, laws, rules, and regulations. Sellers have delivered to Hvide accurate, correct, and complete copies of (x) any condemnationall existing title insurance policies, eminent domain or title reports, surveys, environmental audits, and similar proceeding affecting any portion of any of the Leased Premises or any access theretoreports, andif any, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any each parcel of the Leased Premises. (dReal Property. Schedule 2.8(a) Except for the Leasessets forth an accurate, the Company has not entered into any leasecorrect, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None and complete legal description of the Leased Premises is subject to any commitment or other arrangement for its sale or use by strip of property approximately five feet wide between the Company, any Affiliate of Real Property and the Company or any other Person that would materially interfere with property adjoining the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesReal Property.

Real Property. (a) The Company does not own (and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth 4.11 attached hereto contains a complete list of all leases, licenses real property leased or similar agreements to which subleased by the Company is a party that are for (individually "Leased Real Property" and collectively, the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “"Leased Premises”Realty"). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. The Company has previously delivered to Buyer correct and complete copies of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part each of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems leases (including all heatingamendments, ventilatingextensions, air conditioningrenewals, plumbing, electrical, utility guaranties and sprinkler systemsother agreements with respect thereto) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of for the Leased Premises Realty (the "Realty Leases"). With respect to each Realty Lease: (i) has direct access the Realty Lease is legal, valid, binding, enforceable and in full force and effect (except as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to public roads creditors rights generally and (B) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premisesin equity); and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy neither the current business activities conducted at such Leased Premises, andCompany nor, to the Knowledge of the Company's Knowledge, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, party to the Knowledge Realty Lease is in material breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the CompanyRealty Lease; (iii) the Realty Lease has not been modified, no except to the extent that such proceedings modifications are contemplated, disclosed by the documents delivered to Buyer; (yiv) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises. (d) Except for the Leases, the Company has not entered into assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None interest in the Realty Lease; and (v) the terms and conditions of the Leased Premises is subject to any commitment or other arrangement for its sale or use by Realty Lease will not be affected by, nor will the CompanyRealty Lease be in default as a result of, any Affiliate the completion of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. transactions contemplated by this Agreement. (b) The Company does not use or permit any of its Properties to be held at own, and has never owned, any real property other than the Leased Premisesproperty.

Real Property. (a) The Company Schedule 3.4(a) is a true and complete list of (i) all real property owned by Seller, including, without limitation, all buildings, structures and improvements thereon and all appurtenances thereto and the rights and privileges of Seller in all rights of way, licenses or easements, and (ii) all options, deeds of trust, deeds of declaration, mortgages and land contracts pursuant to or in which Seller has any interest (collectively, the "Real Property"). Seller has furnished to Purchaser or its counsel true and complete copies of each written contract and a written description of each oral contract relating to the list set forth on Schedule 3.4(a). Other than the Real Property, Seller does not own (and has never owned) lease, sublet or otherwise occupy any other real property or any ownership interest thereinproperty. (b) With respect to the Real Property, except as set forth on Schedule 3.12(b3.4(b): (i) sets forth There is no condemnation proceeding or eminent domain proceeding of any kind pending or, to the best knowledge of Seller, threatened against any of the Real Property; (ii) The Real Property is occupied under valid and current certificates of occupancy or the like, and the transactions contemplated by this Agreement will not require the issuance of any new or amended certificates of occupancy or the like; there are no facts known to Seller which would prevent each location from being occupied after the Closing Date in substantially the same manner as before; (iii) To the best of Seller's knowledge, the Real Property does not violate, and all improvements are constructed in material compliance with, any applicable federal, state or local statutes, laws, ordinances, regulations, rules, codes, orders or requirements, including, without limitation, any building, zoning, fire or environmental laws or codes (the "Laws and Ordinances") and Seller will convey, transfer and assign the Real Property free from any such violations; (iv) To the best of Seller's knowledge, there are no outstanding variances or special use permits affecting the Real Property or its uses; (v) No notice of a list violation of all leasesany Laws and Ordinances, licenses or similar agreements of any covenant, condition, easement or restriction affecting the Real Property or relating to which the Company is a party that are for the its use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously has been furnished given to BuyerSeller, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto nor is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination Seller aware of any such utilities violation; (vi) Except as shown on the survey, no portion of the Real Property is located within a special flood plain area as designated by the Federal Emergency Management Agency or other services. Neither the Company nor any of its Affiliates applicable government authority; (vii) The Real Property has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any and will have as of the Leased Premises Closing Date water supply, storm and sanitary sewage facilities, telephone, gas, electricity, fire protection, means of ingress and egress to and from public highways. All utility lines and facilities presently serving the Real Property are serviced and maintained by the appropriate public or any access theretoquasi-public entity. All utilities enter the Real Property through adjoining public streets or, andif they pass through adjoining private land, to the Knowledge they do so in accordance with valid public easements; (viii) Seller has no knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be improvements made by any Governmental Authority public or private authority, the costs of which could affect any are to be assessed as special taxes or charges against the Real Property, and there are no present assessments; (ix) No portion of the Leased Premises, Real Property has been leased by Seller or (z) is occupied by any violations of building codes and/or zoning ordinances or other governmental regulations with respect to third party under any of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased PremisesSeller.

Real Property. (ai) The Company does not own (Exhibit 22(t) hereto contains a complete and has never owned) any accurate list and description of all real property (including without limitation, real property relating to the towers, transmitters, studio sites and offices of the Regent Station and the Park Lane Stations) used by Regent or any ownership interest thereinthe Regent Subsidiaries in connection with the operations of the Regent Station (the "Regent Real Estate") and a description of all real property that is to be acquired upon the closing of the acquisition by Regent of Park Lane (the "Park Lane Real Estate"). (bii) Schedule 3.12(b) sets forth a list of The Regent Subsidiaries have good and marketable title in fee simple to all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively Regent Real Estate specified as the “Leased Premises”owned by them in Exhibit 22(t). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of all liens, charges, security interests, physical and financial encumbrances, leases, covenants, restrictions, rights of way, easements, encroachments, other matters affecting title, and adverse claims of any kind, direct or indirect, whether accrued, absolute, contingent or otherwise, except for those of the nature set forth in Exhibit 22(t). With respect to each of the buildings, structures and appurtenances situated on the Regent Real Estate, the Regent Subsidiaries have adequate rights of ingress and egress for operation of their respective businesses in the ordinary course. None of the buildings, structures, improvements, or fixtures constructed on the Regent Real Estate, including without limitation towers, guy wires and guy anchors, and ground radials, nor the operation or maintenance thereto, violates any restrictive covenant or any provision of any federal, state or local law, ordinance, rule or regulation, or encroaches on any property owned by others, and all Lienssuch buildings, structures, improvements and fixtures are constructed and operated and used in conformance with all "set back" lines, easements, covenants, restrictions, and all applicable building, fire, zoning and health codes. No condemnation or other legal proceeding or action of any kind relating to such real property and/or title thereto is pending or threatened which would preclude or impair the continued use of any such property by the Regent Subsidiaries for the purposes for which it is currently used. (ciii) The buildings Except as described in Exhibit 22(t), all buildings, structures, towers, antennae, improvements and structures that are part of fixtures situated on the Leased Premises Regent Real Estate are in all material respects in good repair and technically sound operating condition, normal ordinary wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no latent structural, mechanical or other defects of material defects in significance, are reasonably suitable for the improvements on any purposes for which they are being used, and each real property site used by the Regent Subsidiaries has adequate rights of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electricalingress and egress, utility service for water and sprinkler systems) thereinsewer, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreementtelephone, electric and/or gas, and are structurally sound. All of sanitary service for the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements conduct of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge operations of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesRegent Station as presently conducted. (div) Except With respect to the Park Lane Real Estate, Park Lane has good and marketable title in fee simple to all of the Park Lane Real Estate free and clear of all liens, charges, security interests, physical and financial encumbrances, leases, covenants, restrictions, rights of way, easements, encroachments, other matters affecting title, and adverse claims of any kind, direct or indirect, whether accrued, absolute, contingent or otherwise, except for those of the nature set forth in Exhibit 22(t). With respect to each of the buildings, structures and appurtenances situated on the ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ has adequate rights of ingress and egress for the Leases, operation of the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real propertybusiness of Park Lane in the ordinary course. None of the Leased Premises buildings, structures, improvements, or fixtures constructed on the Park Lane Real Estate, including without limitation towers, guy wires and guy anchors, and ground radials, nor the operation or maintenance thereto, violates any restrictive covenant or any provision of any federal, state or local law, ordinance, rule or regulation, or encroaches on any property owned by others. No condemnation proceeding is subject to pending or threatened which would preclude or impair the continued use of any commitment such property by Park Lane for the purposes for which it is currently used. Except as described in Exhibit 22(t), all buildings, structures, towers, antennae, improvements and fixtures situated on the Park Lane Real Estate are in good and technically sound operating condition, ordinary wear and tear excepted, have no latent structural, mechanical or other arrangement defects of material significance, are reasonably suitable for its sale or use by the Companypurposes for which they are being used, any Affiliate and each has adequate rights of the Company or any other Person that would materially interfere with the use thereof in ingress and egress, utility service for water and sewer, telephone, electric and/or gas, and sanitary service for the conduct of the Business. The Company does not use or permit any business and operations of its Properties to be held at any real property other than the Leased PremisesPark Lane Stations as presently conducted.

Real Property. (a) The Company does Schedule 1.01(a)(i) hereto identifies the Owned Real Property. Other than Permitted Encumbrances and any Encumbrances identified in Schedule 3.07(a)(i) hereto, the Seller has not own (and has never owned) any real property conveyed, assigned or encumbered its interest in the Owned Real Property or any ownership portion thereof. No representation is made with respect to any Mineral Estate, including whether it is included in any lot, tract or parcel of Real Property. With respect to each parcel of Owned Real Property, except as set forth on Schedule 3.07(a)(ii), (i) the Seller has fee simple title, free and clear of all Encumbrances, other than Permitted Encumbrances; (ii) the Seller 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) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof of interest therein. (b) Schedule 3.12(bThere is (i) sets forth a list of all leasesno pending or, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(bKnowledge of the Seller, threatened eminent domain, condemnation or federal forfeiture with respect to all or any portion of the Owned Real Property and (ii) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear contemplated sale of any and all LiensOwned Real Property in lieu of condemnation. (c) Schedule 1.01(a)(ii) hereto identifies the Leased Real Property. The buildings Seller has good and structures that are part marketable leasehold title to the Leased Real Property. The Seller has made available to the Purchaser a true, correct and complete copy of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient Lease relating to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems Real Property (including all heatingamendments and modifications thereto). The Seller is not in material breach, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All Knowledge of the Leased Premises (i) Seller, no other party to the Lease is in material breach thereof, nor has direct access to public roads the Seller received any written notice alleging such breach or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premisesdefault, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the CompanySeller, no event has occurred which, with the delivery of notice, the passage of time or both, would constitute such proceedings are contemplateda breach or default or permit the termination, (y) any special assessment modification or pending improvement liens to be made by any Governmental Authority which could affect any acceleration of rent under the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesLease. (d) Except for The Lease relating to the LeasesLeased Real Property is valid, subsisting and effective in accordance with its terms, except that (i) enforcement thereof 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. Other than in the case of Permitted Encumbrances and Encumbrances identified in Schedule 3.07(d), the Company Seller has not entered into any leaseconveyed, sublease, license, occupancy agreement, option, right, concession assigned or other Contract with respect to any facilities or real property. None of encumbered its interest in the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company Real Property or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisesportion thereof.

Real Property. (a) The Company does not own (Section 3.18(a) of the Disclosure Schedule contains a complete and has never owned) any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a correct list of all leasesOwned Real Property setting forth the address and owner of each parcel of Owned Real Property. Each of CCPS, licenses the Companies and the Subsidiary, as the case may be, has good, valid and marketable fee simple title to the Owned Real Property free and clear of all Encumbrances other than Permitted Encumbrances. The Owned Real Property constitutes all of the real property owned in fee by CCPS, the Companies and the Subsidiary relevant to the Business. Section 3.18(a) of the Disclosure Schedule contains a complete and correct list of all Leased Real Property setting forth the address, landlord and tenant. The Sellers, the Companies or similar agreements the Subsidiary, as the case may be, have or has delivered to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate Purchasers correct and complete copies of which have previously been furnished to Buyerthe leases and subleases for each of the Leased Real Property. Each of CCPS, together with all related documentsthe Companies and the Subsidiary, including non-disturbance agreementsas the case may be, underlying ground leases, (i) has good and valid title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach leasehold estate under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesrespective leases, free and clear of any Encumbrances other than Permitted Encumbrances and (ii) enjoyed in all Liensmaterial respects peaceful and undisturbed possession under its respective leases for the Leased Real Property. (b) Except as described in Section 3.18(b) of the Disclosure Schedule, to the knowledge of the Seller Parties, there is no material violation of any Law (including, without limitation, any building, planning or zoning Law), covenant, restriction or obligation relating to any of the Real Property. (c) The buildings and structures that are part Except as set forth in Section 3.18(c) of the Disclosure Schedule, the leases and subleases for the Leased Premises Real Property are legal, valid, binding, enforceable and in good repair full force and condition, normal wear effect and tear exceptedrepresent the entire agreement between the respective landlord and tenant with respect to such property, and are will not cease to be legal, valid, binding, enforceable and in the aggregate sufficient full force and effect on terms identical to satisfy the Company’s current business activities those currently in effect as conducted thereon and have no material defects in the improvements on any a result of the Leased Premises, consummation of the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of transactions contemplated by this Agreement, and are structurally sound. All nor will the consummation of the Leased Premises transactions contemplated by this Agreement constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease such as to result in a Material Adverse Effect. (id) has direct access None of CCPS, the Companies or the Subsidiary nor, to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements knowledge of the business conducted at Seller Parties, any other party to such Leased Premises; and (ii) lease or sublease is served by all utilities in breach or default in any material respect of such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premiseslease or sublease, and, to the Knowledge knowledge of the CompanySeller Parties, there is no condition which could be reasonably expected to event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease such as would result in the termination of any such utilities or other servicesa Material Adverse Effect. Neither the Company nor any of its Affiliates has received notice of (xExcept as described in Section 3.18(d) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access theretoDisclosure Schedule, and, to (i) the Knowledge use and operation of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any Real Property in the conduct of the Leased PremisesBusiness, as currently conducted, does not violate in any material respect any instrument of record or agreement affecting the Real Property and (zii) any violations of building codes and/or zoning ordinances no material damage or other governmental regulations destruction has occurred with respect to any of the Leased PremisesReal Property. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company Except as set forth in Schedule 4.18, Seller does not own (and has never owned) own, operate, manage, or possess any real property or any ownership interest therein. (b) Schedule 3.12(b) sets forth a list of all leases, licenses or similar agreements All real property leases and subleases as to which the Company Seller is a party and any amendments or modifications thereof are listed in Schedule 4.18 (each a “Lease” and collectively, the “Leases”). Schedule 4.18 indicates each real property (the “Leased Real Property”) of which Seller is the tenant or subtenant. The Leased Real Property Leased constitutes all of the facilities used or occupied by Seller in connection with the Business. The Leases are valid, in full force and effect and enforceable (except to the extent that the enforceability of obligations and the availability of certain remedies thereunder are for subject to and may be limited by general principles of equity or by bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer, moratorium and other laws relating to or affecting creditors’ rights generally). With respect to the Leased Real Property: (i) Seller has all easements and rights necessary to conduct the Business in a manner consistent with past practices; (ii) no portion thereof is subject to any pending or, to the knowledge of the Seller, threatened condemnation proceeding or proceeding by any governmental authority; (iii) the buildings, plants, improvements and structures, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear, and are not in compliance, in all material respects, with all zoning or other applicable federal, state or local laws or regulations; (iv) Seller has not received notice, and the Seller has no Knowledge, of any leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased Premises, free and clear of any and all Liens. (c) The buildings and structures that are part of the Leased Premises are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any parcel of Leased Real Property; (v) Seller has not received notice, and the Seller has no Knowledge, of any outstanding options or rights of first refusal to purchase any parcel of Leased Real Property, or any portion or interest therein; (vi) Seller has not received notice, and the Seller has no Knowledge, of any parties (other than Seller) in possession of any parcel of Leased Real Property, other than tenants under any leases of the Leased Premises or any access thereto, and, Real Property who are in possession of space to which they are entitled and Seller enjoy peaceful and undisturbed possession under all leases for Leased Real Property; (vii) the Knowledge Leased Real Property is supplied with utilities and other services necessary for the operation of the CompanyBusiness in a manner consistent with past practices; and (viii) each parcel of Leased Real Property abuts on and has direct vehicular access to a public road or access to a public road via a permanent, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority appurtenant easement which could affect any benefits the parcel of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesReal Property. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premises.

Real Property. (a) The Company does not own (Schedule 3.11(a)-1 of the Disclosure Schedules sets forth a true and has never owned) any complete list and depiction of all real property comprising the Resort Premises. Other than as set forth on Schedule 3.11(a)-2 of the Disclosure Schedules, no parcel of Real Property is subject to any decree or order by a Governmental Authority to be sold or is being condemned, expropriated or otherwise taken by any ownership interest thereinGovernmental Authority with or without payment of compensation therefore, nor, to the knowledge of Talisker, has any such condemnation, expropriation or taking been proposed. (b) Schedule 3.12(b3.11(b) sets forth a list of the Disclosure Schedules lists all leases, licenses or similar agreements including, without limitation, the Osguthorpe Easement (which, solely for the disclosure purpose of this Section shall be deemed a lease), affecting the Real Property to which the Company Talisker or any Affiliate is a party that are for the use and specifies whether Talisker or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as such Affiliate is the “Leased Premises”)landlord” or “tenant” thereunder. The Leases All leases affecting Real Property and all amendments and modifications thereto are in full force and effect, and there exists no party thereto is in material default or breach under any such Lease. No lease by Talisker or any other party thereto, nor, to Talisker’s knowledge, any event has occurred which, with the passage notice or lapse of time or the giving of notice or both, would cause constitute a breach of default thereunder by Talisker or default any other party thereto. All leases affecting Real Property shall remain valid and binding in accordance with their terms following the Closing, or, if the same are assigned to Buyer under any Lease. The Company has a valid leasehold interest in each of its Leased Premisesthis Agreement, free and clear of any and all Liensfollowing their assignment to Buyer at the Closing. (c) The buildings and structures To Talisker’s knowledge, there are no contractual or legal restrictions that are part preclude or restrict the ability to use any Real Property by Talisker or the Business for the current use of the Leased Premises are in good repair and conditionsuch Real Property, normal wear and tear excepted, and are except as set forth in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects Assumed Talisker Contracts listed on Exhibit E or in the improvements documents listed on any of the Leased Premises, the structural elements thereof, the mechanical systems (including all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior Schedule B to the date of this Agreement, and are structurally sound. All of the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the Company, there is no condition which could be reasonably expected to result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates has received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (z) any violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased PremisesInterim Policy. (d) Except for Other than the LeasesTenancy in Common Agreement, the Company Easement Agreements, the Assumed Talisker Contracts and the Assumed Liabilities, to Talisker’s knowledge, there are no unrecorded documents, agreements or other instruments containing CC&Rs. To Talisker’s knowledge, the Property and Talisker are in compliance with all CC&Rs. Except as a set forth on Schedule 3.11(d) of the Disclosure Schedules, Talisker has no knowledge of any pending or proposed amendments to any such CC&Rs, and Talisker has not entered into received written notice that any leaseportion of the Property or Talisker is in violation of any CC&Rs that remains uncured as of the date hereof. Neither Talisker nor any Affiliate has previously transferred any of such Person’s rights, subleaseprivileges, licenseexemptions, occupancy agreementpowers, optiontitle and interest in and to any declarant rights, rightexcept such transfers as appear of record or by operation of law upon expiration. (e) Schedule 3.11(e) of the Disclosure Schedules sets forth a true and complete list of all unrecorded Owners’ Association Documents of which Talisker has knowledge. Talisker LeaseCo has delivered or made available to Buyer true, concession correct and complete copies of all such Owners’ Association Documents. Except as set forth on Schedule 3.11(e) of the Disclosure Schedules, Talisker has no knowledge of any pending or other Contract proposed amendments to any Owner’s Association Documents. Talisker has not defaulted under any Owner’s Association Document that remains uncured as of the Closing Date. Except as a result of condominium, single family lot or single family home sales or pursuant to a financing, Talisker has not previously transferred any of Talisker’s rights, privileges, exemptions, powers, title and interest (if any) in and to rights under any Owners’ Association Documents with respect to the Property or any facilities or real property. None portion of the Leased Premises is subject to any commitment or other arrangement for its sale or use by Property that are described in the Company, any Affiliate Assumed Talisker Contracts. (f) Except as set forth on Schedule 3.11(f) of the Company Disclosure Schedules, Talisker has no knowledge of and Talisker has received no written notice of any proposed new assessment, special assessment or levy (or increase in assessment or levy) by any owner’s association to which any part of the Real Property is or may be subject, or by any Governmental Authority with jurisdiction over all or any other Person that would materially interfere with the use thereof in the conduct part of the BusinessReal Property. (g) Talisker has no knowledge and has received no written notice of any claim that the Real Property encroaches onto the property of another Person unless such claim has been resolved (either by a recorded instrument with perpetual duration or otherwise). The Company does not use Schedule 3.11(g) of the Disclosure Schedules sets forth a true and complete list of all unrecorded interests created by Talisker or permit any its Affiliates and, to Talisker’s knowledge, all other unrecorded encumbrances or property interests, in, rights to, or similar matters materially affecting the current use, operation or occupancy of its Properties to be held at any real property the Resort Premises, other than the Leased Premisesany Assumed Talisker Contract listed on Exhibit E and any Permitted Encumbrances.

Real Property. Seller is vested with full legal and equitable fee simple absolute title to the Real Property. The legal description of the Premises is described in Schedule 4.9 hereto. The Real Property will be conveyed to Buyer at Closing by special warranty deed subject only to the following (acollectively, the “Permitted Encumbrances”): (i) The Company current taxes, that are a lien not yet due and payable on the Closing Date; (ii) easements, conditions, or restrictions of record provided that none of the foregoing are violated by any existing improvements or the present use thereof; (iii) dedicated streets, roads, and rights-of-way; (iv) all applicable zoning and other laws which do not interfere with existing use; (v) matters disclosed on the Survey (as defined in Section 7.2) and (vi) other matters on the Title Commitment (as hereinafter defined) to which Buyer does not own (and has never owned) any object. The Real Property comprises all of the real property or any ownership interest thereinnecessary to operate the nursing home on the Premises. (b) Schedule 3.12(b) sets forth a list 4.9.1 Seller has good, indefeasible and insurable fee simple absolute title to each parcel of all leases, licenses or similar agreements to which the Company is a party that are for the use or occupancy of real estate (“Leases”) (accurate and complete copies of which have previously been furnished to Buyer, together with all related documents, including non-disturbance agreements, underlying ground leases, title insurance policies, surveys, lease amendments or modifications, notices of renewal or non-renewal, expansion options and purchase options) (the parcels of real property related to the Leases identified on Schedule 3.12(b) are referred to herein collectively as the “Leased Premises”). The Leases are in full force and effect, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any Lease. The Company has a valid leasehold interest in each of its Leased PremisesReal Property, free and clear of any and all Liens.mortgages, liabilities, liens, charges, claims, collateral assignments, tenancies, leases, attachments, levies, judgments, easements, reservations, encroachments, pledges, rights-of-way, equities, restrictions, encumbrances, rights of first refusal, options to acquire, assessments, security interests, defects in title and all other title matters whatsoever, except those to be paid at the Closing and the Permitted Encumbrances, and will defend the same against the claims of all persons wrongfully claiming by, through or under Seller; 4.9.2 Seller has not received notice of a violation of any applicable ordinance or other law, order, regulation or requirement (cwhich violation has not been cured) The buildings and structures that are relating to any part of the Leased Premises Real Property, including building, zoning, environmental laws and the Americans With Disabilities Act of 1990, as amended; 4.9.3 There is not existing, and to the best knowledge of Seller, there is not presently contemplated or proposed, any eminent domain, condemnation or similar action, or zoning action or proceeding, with respect to any portion of the Real Property or any utilities, sewers, roadways or other public improvements; 4.9.4 Seller has no knowledge nor has received a notice of any contemplated or proposed moratorium or similar impediment to land development, building construction, or hook-up to usage of water or sewer or other utility services that could materially adversely affect the use of the Real Property as it is currently being utilized; 4.9.5 The Real Property are in good repair compliance with all applicable zoning ordinances, local building codes and conditionordinances or are operating under a valid zoning variance; the use and operation of the Nursing Home as a nursing home is a permitted use under the applicable zoning code(s); Seller has received no notice that the Nursing Home is in violation, normal wear which violation has not been cured, of local building codes, ordinances or zoning laws; and tear exceptedthe consummation of the transactions set forth herein will not result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing; 4.9.6 Seller has not received any notice which currently remains uncured that indicates that Seller has failed to obtain any license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the Real Property; 4.9.7 No part of the Real Property contains or is located within any tideland, wetland, or marshland or any similar areas; 4.9.8 There are no parties other than Tandem Ohio or its sublessee thereto in possession of the Real Property or any portion thereof as managers, lessees, tenants, or trespassers and the Real Property is not subject to any lease, license, form of use or occupancy agreement other than the Assignment of Leases to Tandem Ohio and any sublease by Tandem Ohio; 4.9.9 There is access to the Real Property from a dedicated public right-of-way. No fact or condition exists which would result in the aggregate sufficient to satisfy the Company’s current business activities as conducted thereon and have no material defects in the improvements on any termination or reduction of the Leased Premisescurrent access to or from the Real Property to such right-of-way; 4.9.10 There is available to the Real Property propane gas, the structural elements thereofwater, the mechanical systems (including all heatingsanitary sewer lines, ventilating, air conditioning, plumbingstorm sewers, electrical, and telephone services in operating condition which are adequate for use of the Real Property for the operation of the nursing home located on the Premises. The Real Property has access to utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer lines located in writing prior to the date of this Agreementa dedicated public right-of-way. There is no, and are structurally sound. All of on the Leased Premises (i) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such Leased Premises; and (ii) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current business activities conducted at such Leased Premises, and, to the Knowledge of the CompanyClosing Date, there is no condition will be no, pending or threatened governmental or third party proceeding which could be reasonably expected to would impair or result in the termination of any such utilities or other services. Neither the Company nor any of its Affiliates utility availability; 4.9.11 Seller has not received notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion and has no actual knowledge of any notice or request, formal or informal, from any insurance company or board of fire underwriters (i) identifying any defects in the buildings or improvements on the Premises that would adversely affect the insurability of the Leased Premises or any access thereto, and, to nursing home located on the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement liens to be made by any Governmental Authority which could affect any of the Leased Premises, or (zii) requesting the performance of any violations of building codes and/or zoning ordinances demolition, repairs, alteration or other governmental regulations work with respect to the nursing home located on the Premises; 4.9.12 Seller has no knowledge and Seller has not received a notice of any public improvements which have been ordered to be made and/or which have not heretofore been assessed, and there are no special, general or other assessments pending, threatened against, affecting or to affect the buildings or improvements on the Premises; and 4.9.13 No public or private nuisance condition concurrently exists or has existed prior to the date hereof on, or with respect to, the Real Property. 4.9.14 Notwithstanding anything contained in this Agreement to the contrary, Seller shall have no obligation or liability (whether arising through representation, warranty or otherwise) regarding any lien, encumbrance, condition or other matter that either (a) was created by or on behalf of Buyer or a related entity of Buyer, or (b) arose in connection with Buyer’s or a related entity of Buyer’s obligations under its lease of the Leased Premises. (d) Except for the Leases, the Company has not entered into any lease, sublease, license, occupancy agreement, option, right, concession or other Contract with respect to any facilities or real property. None of the Leased Premises is subject to any commitment or other arrangement for its sale or use by the Company, any Affiliate of the Company or any other Person that would materially interfere with the use thereof in the conduct assignment of the Business. The Company does not use or permit any of its Properties to be held at any real property other than the Leased Premisessame.