Common use of Real Property Clause in Contracts

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Property.

Real Property. Schedule 4.16 discloses (a) Section 5.7(a) of the Arch Disclosure Letter sets forth a correct and summarizes complete list as of the date hereof of (i) all real properties currently ownedArch Owned Real Property, occupied, used or leased by Seller or in which Seller has an interest that are (ii) all Arch Leases and (iii) all Mining Rights included in the Purchased Assets Arch Properties. Section 5.7(a) of the Arch Disclosure Letter also identifies all Arch Properties that also are used as of the date hereof by other businesses of Arch or its Affiliates and describes the nature of such use by such other businesses of Arch or its Affiliates, and such use does not interfere with the operation of the Arch Business. No Arch Property is leased or subleased to any third party, and Arch has not granted any third party any license, possessory or occupancy right or other similar right therein other than Permitted Encumbrances. (such real propertiesb) Arch or a controlled Affiliate of Arch, including buildingsas applicable, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"has (i) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable indefeasible fee simple title to all Arch Owned Real Property shown as owned by it on Schedule 4.16Property, (ii) good and valid title to the leasehold estates in all Arch Leases and (iii) good and valid title to all Mining Rights included in the Arch Properties, in the case of each of clauses (i), (ii) and (iii), free and clear of all EncumbrancesEncumbrances (including Royalties), other than Permitted Encumbrances. Seller has the right . (c) There are no outstanding options, rights of first offer or rights of first refusal to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received purchase any written notice of assessments for public improvements against any Real Arch Property or any written portion of or any interest therein. (d) Each of the Arch Leases is in full force and effect and constitutes the legal, valid and binding obligations of Arch or its Affiliates that are parties thereto and, to the Knowledge of Arch, the other parties thereto, enforceable against Arch or such Affiliates and, to the Knowledge of Arch, the other parties thereto, in accordance with their respective terms. No Arch Lease has been amended, modified or supplemented. No party to any Arch Lease has repudiated any provision thereof, and neither Arch (nor its Affiliates that are parties thereto, as the case may be) nor, to the Knowledge of Arch, any other party thereto, is in breach of any of its respective obligations thereunder, and no event has occurred (including the failure to obtain any consent) which, with notice or Order by lapse of time or both, would constitute a breach or default thereunder. (e) Except for the Arch Properties, neither Arch nor any Governmental Body, insurance company of its Affiliates owns or board of fire underwriters leases any real property used or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety held for use primarily in or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work related primarily to or necessary for the operation or conduct of the Arch Business or has any options to acquire any fee interest or leasehold interest in any Real Property real property for use primarily in or in any streets bounding related primarily to or necessary for the Real Property. operation or conduct of the Arch Business. (f) There is are no pending or, to the Knowledge of Arch, threatened condemnation, expropriation, eminent domain or similar proceeding proceedings affecting all the Arch Properties. There are no existing public improvements which may reasonably be expected to result in any special assessment against any Arch Owned Real Property. (g) All utility easements, rights of access and other easements and similar rights serving the Arch Properties are legally enforceable to permit the operation of the Arch Business in substantially the manner in which the Arch Business is currently operated. Other than Permitted Encumbrances, there are no encroachments upon the Arch Properties and no improvements to any Arch Properties encroach onto any adjacent property, except for such encroachments as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on a particular item of real property. The improvements to the Arch Properties (and the current uses thereof) do not (i) violate set-back, building or side lines, or any portion of the Real Property. Seller has not received applicable land use covenants, zoning regulations or similar enforceable restrictions or (ii) encroach on any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility easements located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyArch Properties.

Real Property. Schedule 4.16 discloses Hortonworks and summarizes each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the real properties currently ownedwhich it purports to own or lease, occupied, used or leased by Seller or in which Seller has an interest that are included including all the real properties reflected in the Purchased Assets (such Hortonworks Balance Sheet. All real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, properties reflected in the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, Hortonworks Balance Sheet are held free and clear of all EncumbrancesLiens, except for Liens reflected on the Hortonworks Balance Sheet and Liens for current Taxes not yet due and for which adequate reserves have been established in accordance with GAAP and other than Permitted EncumbrancesLiens that do not materially impair the use of the property subject thereto. Seller has All real property leases, subleases, licenses or other occupancy agreements to which Hortonworks or any of its Subsidiaries is a party (collectively, the right “Hortonworks Real Property Leases”) are in full force and effect, except where the failure of such Hortonworks Real Property Leases to quiet enjoyment be in full force and effect would not be reasonably likely to result in a Hortonworks Material Adverse Effect. There is no default by Hortonworks or any of its Subsidiaries under any of the Hortonworks Real Property Leases, or, to the knowledge of Hortonworks, defaults by any other party thereto, except such defaults as have been waived in writing or cured or such defaults that in the aggregate would not be reasonably likely to result in a Hortonworks Material Adverse Effect. Section 3.11 of the Hortonworks Disclosure Letter contains a complete and accurate list of all Hortonworks Real Property in which it holds a leasehold interest Leases providing for the full termpayment of annual rent in excess of $1 million (each, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, a “Hortonworks Material Real Property Lease”) and all amendments and supplements thereto, lists for each parcel of such Hortonworks Material Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that Lease (i) relates the address of the property to violations of zoning, land use, building, safety or fire ordinances or regulationswhich such Hortonworks Material Real Property Lease pertains, (ii) claims any defect or deficiency with respect to any Real Property or the annual rent and (iii) requests the performance purpose of any repairs, alterations or other work the facility to or in any which such Hortonworks Material Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyLease pertains.

Real Property. Schedule 4.16 discloses Section 3.10(a)(i) of the Seller Disclosure Schedules identifies all of the real property underlying the Rolling Mill and summarizes associated with the Rolling Mill Business (the “Rolling Mill Real Property”), and Section 3.10(a)(ii) of the Seller Disclosure Schedules identifies all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in property underlying the Purchased Assets Smelter and the Power Plant and the business and operations thereof (such real propertiesproperty, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances the “Smelter and related rights of every naturePower Plant Real Property” and together with the Rolling Mill Real Property, collectively, the "REAL PROPERTY") “Real Property”), in each case owned by the Company or any Affiliate thereof, and identifies each sets forth the record title holder and acreage of all each parcel of the Real Property. Schedule 4.16 identifies Except as set forth in Section 3.10(a)(iii) of the correct legal descriptionSeller Disclosure Schedules, street address the Company has good, valid and tax parcel identification number of all tractsindefeasible title to, parcels and subdivided lots of all the Rolling Mill Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property Except as set forth in which it holds a leasehold interest for the full term, including all renewal rights, Section 3.10(a)(iv) of the leasehold interest. Schedule 4.16 identifies each lease agreementSeller Disclosure Schedules, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller neither the Company nor any Affiliate thereof has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates offered or agreed to violations of zoningsell or grant a leasehold, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations license or other work to or interest in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Rolling Mill Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied Property to any facility located on the Real Property. There exists no outstanding optionPerson, nor granted to any Person a right or option to purchase, right of first refusal or right of first offer to acquire such Rolling Mill Real Property or such interest therein or (ii) has leased, or granted any other contractual right possessory or occupancy interest in, the Rolling Mill Real Property to purchaseany Person, sell, assign or dispose and no Persons other than the Company and its Affiliates are in possession of any owned of the Rolling Mill Real Property. Seller has all certificates There are no material unrecorded restrictions, covenants or other agreements restricting the development, use or occupancy of occupancy and Governmental Authorizations necessary for current and continued use and operation any portion of the Rolling Mill Real Property which have not been provided to Buyer on or prior to the date hereof. There are no pending or filed Actions or proceedings regarding real property Tax assessments against the Rolling Mill Real Property, nor has Seller, the Company or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) retained any Person to represent Seller, the Company and/or any Rolling Mill Affiliate (in respect of the Rolling Mill Business) in connection with any such Actions or proceedings or the filing thereof. Prior to the date hereof, copies of the most recent deeds, surveys and title reports pertaining to the Rolling Mill Real Property in the reasonable possession or control of the Company or the Seller or their respective Affiliates, have been made available to Buyer, which copies, to the Knowledge of Seller, are true, complete and correct.

Real Property. (a) Section 5.19(a) of the Vistana Disclosure Schedule 4.16 discloses and summarizes all real properties currently ownedsets forth the common address, occupiedas of the date hereof, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Vistana Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has The Vistana Entities have good and marketable fee simple title (or the applicable local equivalent) to all Vistana Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, other than subject to any Permitted EncumbrancesLiens. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, As of the leasehold interest. Schedule 4.16 identifies each lease agreementdate hereof, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller no Vistana Entity has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding Action affecting all or any material portion of the Vistana Owned Real Property. Seller No Vistana Entity has not leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Vistana Owned Real Property, other than in the ordinary course of business. (b) Section 5.19(b) of the Vistana Disclosure Schedule sets forth the common address, as of the date hereof, of all Vistana Leased Real Property. The Vistana Entities have a valid and enforceable leasehold estate in all Vistana Leased Real Property, subject to the Remedies Exception and any Permitted Liens. No Vistana Entity, nor, to the knowledge of Vistana, as of the date hereof, any other party thereto, is in breach of or default under any Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property. No Vistana Entity has, as of the date hereof, received any written notice from any lessor of such Vistana Leased Real Property of any proposedbreach of or default under any such Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property by any Vistana Entity (in each case, planned with or actual curtailment without notice or lapse of service of time or both), which breach or default has not been cured. No Vistana Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any utility supplied to any facility located on interest in the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of tenant’s interest in the Vistana Leased Real Property.

Real Property. Schedule 4.16 discloses (a) Section 5.25(a) of the MAF Disclosure Letter identifies (i) each parcel of real property and summarizes all any improvements on a Leased Premises owned by MAF or a MAF Subsidiary (each an “Owned Real Property”) and (ii) each real properties currently owned, occupied, used or property premises leased by Seller MAF or in which Seller has an interest that are included in the Purchased Assets (such real propertiesa MAF Subsidiary, including buildingsany ground lease (each a “Leased Premises” and together with Owned Real Properties, structuresthe “Real Estate”), fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, lists the corresponding lease for each Leased Premises to which MAF or the applicable MAF Subsidiary is a party (collectively, the "REAL PROPERTY"“Lease Agreements”). (b) and identifies MAF or the record title holder of all Real Property. Schedule 4.16 identifies the correct legal descriptionMAF Subsidiary, street address and tax parcel identification number of all tractsas applicable, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable marketable, indefeasible, fee simple title to all each Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of any and all encumbrances other than Permitted Real Property Encumbrances. MAF and each MAF Subsidiary, if applicable, have valid leasehold interests in and are in possession of the Leased Premises, and in each case, such leasehold interests are free and clear of all Liens, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property Encumbrances. (c) To the Knowledge of MAF, the building, structures and improvements located on, fixtures contained in, and appurtenances attached to, each Real Estate conform and are in which it holds a leasehold interest for the full termcompliance with all applicable Laws, including the Americans With Disabilities Act. MAF has not received any notice from a lessor, any Governmental Authority or any other Person requiring any work or repairs to Real Estate that the tenant has not completed in compliance with such notice. To the Knowledge of MAF, in their present state of repair all renewal rights, structural and mechanical components of the leasehold interest. Schedule 4.16 identifies facilities serving the Real Estate (including the roof, all heating, ventilation, plumbing and electrical systems used in the operation thereof) are adequate for MAF’s or the applicable MAF Subsidiary’s purposes. (d) Neither MAF nor any MAF Subsidiary has entered into any sublease, license or assignment of a Leased Premises and, other than MAF or an applicable MAF Subsidiary under the applicable Lease Agreement, there are no Persons physically occupying any portion of a Leased Premises. (e) No brokerage fees, commissions or any similar payments are owed or payable by MAF or any MAF Subsidiary to any third party in connection with the existence or execution of a Lease Agreement, or in connection with any renewal, expansion or extension of any Lease Agreement. (f) MAF has delivered or made available to National City a correct and complete copy of each lease agreementLease Agreement, and together with all amendments and supplements thereto. Neither MAF nor any MAF Subsidiary is in default under any Lease Agreement, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller which default is reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect, and there has not received occurred any written notice event that with the lapse of assessments for public improvements against any Real Property time or any written the giving of notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyboth would constitute such a default.

Real Property. (a) Schedule 4.16 discloses 5.11(a)(i) sets forth a correct list of the addresses and summarizes the fee owner of all real properties currently owned, occupied, used or leased property owned by Seller or in which Seller has an interest that are included in the Purchased Assets Company Entities (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all “Owned Real Property”). Schedule 4.16 identifies the correct legal descriptionThe Company and its Subsidiaries, street address and tax parcel identification number of all tractsas applicable, parcels and subdivided lots of all Real Property owned by Seller. Seller has have good fee simple and marketable fee simple title to all of the Owned Real Property shown free and clear of any Lien (other than Permitted Liens). Except as owned by it set forth on Schedule 4.165.11(a)(ii), none of the Company Entities have leased, licensed or otherwise granted to any Person the right to use or occupy the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease the Owned Real Property (or, in each case, any portion thereof or interest therein). (b) Schedule 5.11(b) sets forth a correct list of all Contracts pursuant to which any Company Entity leases, subleases, licenses or otherwise occupies any real property as tenant, subtenant, licensee or otherwise (the Contracts required to be listed on Schedule 5.11(b), each, a “Real Property Lease”), together with the address of the related property (the “Leased Real Property” and, together with the Owned Real Property, the “Company Real Property”). The Company has provided to Purchaser a complete and correct copy of each Real Property Lease, including all amendments, modifications, exhibits and schedules. The applicable Company Entity has a valid leasehold interest under each Real Property Lease, free and clear of all Encumbrances, any Lien (other than Permitted EncumbrancesLiens). Seller has the right to quiet enjoyment of all Each such Real Property Lease is in which it holds full force and effect and constitutes a leasehold interest for the full termlegal, including all renewal rightsvalid, and binding obligation of the leasehold interestCompany Entities and, to the Company’s Knowledge, the other party or parties thereto, enforceable against the Company Entities and, to the Company’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. Schedule 4.16 identifies The Company Entities have performed and complied in all material respects with all of their covenants and obligations under each lease agreementReal Property Lease, and all amendments and supplements theretono Company Entity nor, for each parcel of to the Company’s Knowledge, any other party to a Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice Lease, is in, or is alleged to be in, breach of assessments for public improvements against any or default under such Real Property Lease, nor has there occurred an event or condition that, with the passage of time or giving of notice (or both), would constitute such a breach or default. The Company does not sublease, as sublessor, any written notice or Order by portion of the Leased Real Property to any Governmental Bodyother Person. To the Company’s Knowledge, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency there are no material disputes with respect to any Real Property or (iii) requests the performance of any repairs, alterations lease or other work to or in agreement for any Real Property or in any streets bounding the Leased Real Property. There . (c) To the Company’s Knowledge, there are no condemnation proceedings pending, threatened or proposed against any Company Entity and, to the Company’s Knowledge, there is no pending condemnation, expropriation, eminent domain existing plan or similar proceeding affecting all study by any governmental body or any portion other Person that challenges or otherwise adversely affects the continuation of the Real Property. Seller has not received any written notice of any proposed, planned use or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Company Real Property.

Real Property. (a) Section 6.08(a) of the Oncor Disclosure Schedule 4.16 discloses and summarizes sets forth a list as of the date hereof of (i) all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are property included in the Purchased Oncor T Assets (such “Oncor Owned Property”), (ii) all real propertiesproperty currently leased or subleased to an Oncor Entity included in the Oncor T Assets (“Oncor Leasehold Property” and, together with the Oncor Owned Property, the “Oncor Property”), including buildingsthe lease and any amendments thereto (each, structures, fixtures, improvements, leaseholds, privileges, rights, an “Oncor Lease”) under which such Oncor Leasehold Property is held and (iii) all easements, hereditamentslicense agreements (including railroad, Appurtenances pipeline and related similar crossing rights), rights of every natureway and lease for rights of way, or other rights in or to the use of real property (collectively, “Oncor Easements” and, together with the "REAL PROPERTY") and identifies Oncor Leases, the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all “Oncor Real Property owned by Seller. Seller has Agreements”) included in the Oncor T Assets. (b) As of the date hereof, Oncor has, and at the Closing Oncor AssetCo will have, good and marketable indefeasible fee simple title to all Real Property shown as owned by it on Schedule 4.16Oncor Owned Property, free and clear of all Encumbrances, Liens other than Permitted Encumbrances. Seller No Oncor Entity has granted to any third party the right to quiet enjoyment use or access the Oncor Owned Property in any manner that interferes in any material respect with the Oncor Owned Property or the Subject Oncor Operations or otherwise granted to any third party any ownership in any material Oncor Owned Property. (c) As of the date hereof, Oncor has, and at the Closing Oncor AssetCo will have, valid and enforceable leasehold interests with respect to the Oncor Leasehold Property, free and clear of all Liens other than Permitted Encumbrances, except that the validity and enforceability of the Oncor Leases under which such Oncor Leasehold Property is held are subject to the Enforceability Exceptions. (d) No consent from any counterparty to any Oncor Real Property Agreement is required in connection with the consummation of the Oncor Merger. To the Knowledge of Oncor, no Oncor Entity is in breach in any material respect or in material default under any Oncor Real Property Agreement to which it holds is a leasehold interest for party. To the full termKnowledge of Oncor, including all renewal rights, no counterparty to any of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Oncor Real Property shown as leased by Seller on Schedule 4.16. Seller Agreements is in material default of any of its obligations under the applicable Oncor Real Property Agreement. (e) To the Knowledge of Oncor, there are no developments affecting the Oncor Owned Property or any of the Oncor Real Property Agreements which are pending or threatened, which might materially detract from the value, materially interfere with any present or intended use or materially and adversely affect the fee title of the Oncor Owned Property or any of the Oncor Real Property Agreements. (f) Oncor has not received any written notice from any Person within three years prior to the date of assessments for public improvements against any Real Property this Agreement asserting that Oncor does not have the right, as a result of title defects or any written notice title failures, to use or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or occupy any portion of the Real Oncor Property. Seller has , other than those notices that would not received any written notice of any proposedindividually, planned or actual curtailment of service of any utility supplied in the aggregate, reasonably be expected to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyhave an Oncor Material Adverse Effect.

Real Property. (a) Schedule 4.16 discloses 5.25 sets forth a list, as of the Agreement Date, of Parent’s and summarizes all Buyer’s owned real properties currently ownedproperty and leased real property. Parent or Buyer, occupiedas applicable, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple valid title to all Real Property shown of its owned real property as owned by it of the Agreement Date and valid title to the leasehold estate (as lessee or sublessee) in all of its leased real property set forth on Schedule 4.165.25, in each case free and clear of all EncumbrancesLiens, other than except for Permitted Encumbrances. Seller has Liens and except for: (i) Liens that secure Debt that is reflected on the right to quiet enjoyment consolidated balance sheet of all Real Property Parent and its subsidiaries included in which it holds a leasehold interest Parent’s annual report on Form 10-K for the full termfiscal year ended December 31, including all renewal 2014; (ii) zoning, building and other generally applicable land use restrictions; and (iii) Liens that have been placed by a third party on the fee title of real property constituting Parent’s leased real property or real property over which Parent has easement rights, of and subordination or similar agreements relating thereto. (b) All leases and subleases for Parent’s or Buyer’s leased real property under which Parent or Buyer is a lessee or sublessee are in full force and effect and are enforceable, in all material respects, in accordance with their respective terms, subject to the leasehold interest. Schedule 4.16 identifies each lease agreementBankruptcy and Equity Exception, and all amendments and supplements theretono written notices of material default under any such lease or sublease have been sent or received by Parent, for each parcel Buyer or their respective Affiliates during the period from January 1, 2012 through the Agreement Date. (c) None of Real Property shown as leased by Seller on Schedule 4.16. Seller Parent, Buyer or their respective Affiliates has not received any written notice from any Government Authority asserting any violation or alleged violation of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency applicable Laws with respect to any Real Property of Parent’s of Buyer’s owned or leased properties that remains uncured as of the Agreement Date and that would reasonably be expected to have a Buyer Material Adverse Effect. (iiid) requests the performance None of Parent, Buyer or their respective Affiliates has received written notice of (x) any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of such buildings or premises or any access thereto, and to the Real Property. Seller has not received Knowledge of Parent no such proceedings are contemplated or (y) any written notice special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises. (e) Notwithstanding anything in this Agreement to the contrary, the representations and warranties made by Parent and Buyer in this Section 5.25 are the sole and exclusive representations and warranties made regarding Parent’s or Buyer’s owned or leased properties or any proposed, planned other real property matters pertaining to Parent or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyBuyer.

Real Property. Schedule 4.16 discloses (a) Section 2.9(a) of the Remainco Disclosure Letter sets forth as of the date hereof the address, fee owner and summarizes description of use of all Spinco Owned Real Property. With respect to the Spinco Owned Real Property: (i) the Spinco Companies have good and marketable title to each parcel of Spinco Owned Real Property; (ii) other than the Spinco Companies, no Person has the right to use or occupy any Spinco Owned Real Property, or any material portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Spinco Owned Real Property or any material portion thereof or interest therein; and (iv) to the Knowledge of Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Owned Real Property and, to the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Spinco Owned Real Property. (b) Section 2.9(b) of the Remainco Disclosure Letter sets forth as of the date hereof an accurate list of each lease or other agreement pursuant to which any of the Spinco Companies leases or uses (or intends to lease or use upon the Spinco Contribution) real properties currently owned, occupied, used or leased by Seller or property from any other Person for annual base rent payments in which Seller has an interest that are included in the Purchased Assets excess of $1,000,000 (all such real propertiesproperty leased or used by the Spinco Companies pursuant to the real property leases or other agreements identified or required to be identified in Section 2.9(b) of the Remainco Disclosure Letter, including all buildings, structures, fixturesfixtures and other improvements leased thereunder, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, is referred to as the "REAL PROPERTY") and identifies the record title holder of all “Spinco Leased Real Property”). Schedule 4.16 identifies After giving effect to the correct legal descriptionContemplated Transactions described in or contemplated by the Separation Agreement and the Real Estate Matters Agreement, street address and tax parcel identification number each of all tracts, parcels and subdivided lots of all the leases or other agreements relating to the Spinco Leased Real Property owned by Seller. Seller has good will be as of the Closing (i) a valid and marketable fee simple title subsisting leasehold interest, or valid right to all Real Property shown as owned by it on Schedule 4.16use, of one of the Spinco Companies; (ii) a valid and binding obligation of such Spinco Company free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrances); and (iii) enforceable by and against such Spinco Company in accordance with its terms, except as individually or in the aggregate, would not reasonably be expected to be material to the Spinco Business. Seller has To the right Knowledge of Remainco, there are no condemnation proceedings pending, threatened or proposed against any Spinco Leased Real Property and, to quiet enjoyment the Knowledge of Remainco, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Spinco Leased Real Property. Section 2.9(b) of the Remainco Disclosure Letter contains an accurate and complete list of all material subleases, occupancy agreements and other Contracts granting to any Person (other than any Spinco Company) a right of use or occupancy of any of the Spinco Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, effect as of the leasehold interestdate of this Agreement. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency There are no material disputes with respect to any Real Property or (iii) requests the performance of any repairs, alterations lease or other work to or in agreement for any Real Property or in any streets bounding the Spinco Leased Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion None of the Real Property. Seller Spinco Companies, nor, to the Knowledge of Remainco, any other party to any such lease or other agreement is in breach or default under such lease or other agreement, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease or other agreement, except as individually or in the aggregate, has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied had and would not reasonably be expected to any facility located have a material adverse effect on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertySpinco Business.

Real Property. (a) Section 4.10(a) of the Ardagh Disclosure Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest lists each parcel of Owned Real Property (other than warehouses that are included not material to the AMP Business). The applicable AMP Entities set forth on Section 4.10(a) of the Ardagh Disclosure Schedule have valid title in fee simple to the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrances), and except for Encumbrances that secure the Ardagh Existing Indebtedness that will be discharged by Ardagh at or prior to the Closing. Seller Prior to the date of this Agreement, Ardagh has made available to GHV true, correct and complete copies of each deed (or applicable non-U.S. equivalent evidence of title) for the Owned Real Property and all material title insurance policies and surveys relating to Owned Real Property to the extent in Ardagh’s or any of its Subsidiaries’ possession or control. Neither Ardagh nor any of its Subsidiaries (including any AMP Entity) has leased, licensed or otherwise granted to any Person the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any use or occupy such Owned Real Property or any written notice or Order by any Governmental Bodymaterial portion thereof, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists and there are no outstanding optionoptions, right rights of first offer, rights of first refusal or other contractual right to purchase, sell, assign or dispose rights in favor of any owned Person (other than any other AMP Entity) to purchase such Owned Real Property, any portion thereof or any interest therein. (b) Section 4.10(b) of the Ardagh Disclosure Schedule lists each of the leases (other than warehousing leases), subleases, licenses or any other Contract relating to the Leased Real Property (the “AMP Leases”), true, correct and complete copies of which have been made available to GHV. Seller One of the AMP Entities has a valid, binding and enforceable leasehold interest in, and enjoys peaceful and undisturbed possession of, all certificates Leased Real Property. (c) The Owned Real Property and the Leased Real Property, together with the rights granted or services to be provided by Ardagh and its Subsidiaries to the AMP Entities pursuant to the Services Agreement, constitute all of occupancy the interests in real property owned, leased or licensed by the AMP Entities (or otherwise with respect to the AMP Business) and Governmental Authorizations which are necessary for current and the continued use and operation of the AMP Business as currently conducted. (d) There is no pending or, to the Knowledge of Ardagh, threatened in writing, (i) appropriation, condemnation or like proceeding or order materially affecting the Owned Real Property, the Leased Real Property or any part thereof, or affecting the quiet use and enjoyment thereof, or (ii) sale or other disposition of any Owned Real Property, any Leased Real Property or any part thereof in lieu of condemnation or other matters materially affecting and impairing use by the AMP Entities thereof. (e) All improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Owned Real Property, and all improvements and fixtures, and building equipment and machinery having an individual book value as of the date hereof of at least $5,000,000 or that are otherwise material to the AMP Business located on the Leased Real Property, if any, are in good working order and repair (subject to ordinary wear and tear), and except for any defects that would not impair the use of such improvements, fixtures, building equipment or machinery.

Real Property. (a) None of the Acquired Entities owns any real property (whether beneficially or of record). (b) Schedule 4.16 discloses 6.13(b) lists all surface leases (and summarizes the lands covered thereby) pursuant to which any Acquired Entity leases real property with a book or market value in excess of $50,000 (all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, listed leases collectively, the "REAL PROPERTY") “Scheduled Leases”), together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and identifies the record title holder date and term of all Real Propertyeach lease. Schedule 4.16 identifies A true and complete copy of each of the correct legal descriptionScheduled Leases, street address and tax parcel identification number of all tractsas amended to date, parcels and subdivided lots of all Real Property owned by Sellerhas been made available to Acquirer. Seller has good and marketable fee simple title to all Real Property shown as owned by it The Person identified on Schedule 4.16, 6.13(b) as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to the rights of the lessee under such Scheduled Lease and owns the leasehold interest created pursuant to such lease free and clear of all EncumbrancesLiens except Permitted Liens. Each Scheduled Lease is in full force and effect and, to the Knowledge of any MCE Party, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditor’s Rights. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any Scheduled Lease by any Acquired Entity or, to the Knowledge of any MCE Party, or by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any MCE Party, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise described on Schedule 6.13(b). (c) The real property leased pursuant to the Scheduled Leases constitutes all of the real property (“Real Property”) which has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, 2010. Except as set forth on Schedule 6.13(c), other than Permitted Encumbrances. Seller has the right to quiet enjoyment Acquired Entities, there are no parties in possession of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, any portion of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property as lessees, subtenants, tenants at sufferance or any written notice or Order by any Governmental Body, insurance company or board trespassers. The Acquired Entities have full right and authority to use and operate all of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any MCE Party, threatened condemnation, expropriation, eminent domain or similar proceeding or special assessment affecting all or any portion of the Real Property, nor have any of the MCE Parties or any Acquired Entity received written notification that any such proceeding or assessment is contemplated. Seller has not received any written notice Except as set forth on Schedule 6.13(c), to the Knowledge of any proposedMCE Party, planned or actual curtailment of service of any utility supplied to any facility the improvements located on the Real PropertyProperty (the “Facilities”) are free from material structural and mechanical defects (including roofs) and have been used by Acquired Entities in the ordinary course of business and remain as of the date hereof in suitable and adequate condition for such continued use. There exists no outstanding optionThe Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has direct access to public roads without the use of any easement, license or right of first refusal way. (d) The MCE Parties have made available to Acquirer true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys in the possession of the Acquired Entities that relate to the Real Property, together with copies of all reports of any engineers, environmental consultants or other contractual right consultants in the possession of the Acquired Entities relating to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Property.

Real Property. Schedule 4.16 discloses (a) The applicable Loan Party shall provide to Agent with respect to each Material Real Property, promptly and summarizes all real properties currently ownedin any event within one hundred and twenty (120) days (or such longer period as Agent (acting at the direction of the Required Lenders) may agree in its reasonable discretion) after the later of the Closing Date and the date of acquisition thereof (each, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances a “Mortgaged Property” and related rights of every nature, collectivelytogether, the "REAL PROPERTY"“Mortgaged Properties”) (i) a Mortgage duly executed and delivered by the record owner of such Mortgaged Property; provided that (A) for any Mortgaged Property located in a jurisdiction which imposes a tax, fee or other charge on the recording of a security instrument, the Mortgage shall be in an amount equal to the fair market value of such Mortgaged Property or such other amount as may be agreed by such Loan Party and the Agent (at the direction of Required Lenders) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real (B) for any Mortgaged Property in which it Borrower holds a leasehold interest for the full terminterest, including all renewal rights, a memorandum of lease containing a description of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real leased premises acceptable to the recording office in the county where the Mortgaged Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulationsis located shall have been recorded, (ii) claims a title insurance policy for each Mortgaged Property or the equivalent or other form (if applicable) available in each applicable jurisdiction in an amount not to exceed the fair market value of such Mortgaged Property as reasonably determined by the Borrower and Agent (acting at the direction of the Required Lenders) (collectively, the “Mortgage Policies”) insuring the Lien of each such Mortgage as a valid Lien on the Mortgaged Property described therein, free of any defect or deficiency other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as Agent (acting at the direction of the Required Lenders) may reasonably request, (iii) a completed “Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination” with respect to each Mortgaged Property (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and each of its Subsidiaries relating thereto) and if any Real improvements on any Mortgaged Property are located in an area designated as a Special Flood Hazard Area, evidence of such Flood Insurance as may be required under Section 7.4(c), (iv) either a current ALTA survey (or (iiisurvey equivalent, such as an Express Map) requests in form and substance reasonably satisfactory to Agent, certified to Agent and to the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion issuer of the Real Property. Seller has not received any written notice Mortgage Policy with respect thereto by a professional surveyor licensed in the state in which such Mortgaged Property is located or a prior survey (or survey equivalent, such as an Express Map), together with an affidavit from the record owner of any proposed, planned or actual curtailment of service of any utility supplied such Mortgaged Property certified to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation issuer of the Real Mortgage Policy with respect thereto that there has been no material change to such Mortgaged Property as shown thereon since the date thereof, if applicable, all in form and substance reasonably satisfactory to the issuer of the Mortgage Policy to remove the standard printed survey exception from any Mortgage Policy and (v) a legal opinion of counsel regarding the enforceability of the Mortgage with respect to such Mortgaged Property, in form and substance reasonably satisfactory to Agent and the Required Lenders.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned(a) Except as would not be material to the Business, occupiedtaken as a whole, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets Entity (such real propertiesand its Subsidiaries), including buildingstaken as a whole, structures(i) Georgia, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights a Georgia Entity or the Purchased Entity (or one of every nature, collectively, the "REAL PROPERTY"its Subsidiaries) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable valid fee simple or other title to all the applicable Business Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrancesany Liens, other than Permitted EncumbrancesLiens, and (ii) Georgia, a Georgia Entity or the Purchased Entity (or one of its Subsidiaries) has a valid leasehold interest in the Business Leased Real Property as lessee or sublessee, in each case free and clear of all Liens other than Permitted Liens. Seller Except as set forth in Section 3.11(a) of the Georgia Disclosure Schedules, (i) no Georgia Entity, nor the Purchased Entity (or any of its Subsidiaries), has leased or otherwise granted to any Person the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received occupy any written notice of assessments for public improvements against any Business Owned Real Property or any written notice portion thereof and (ii) there are no outstanding options, rights of first offer or Order by rights of first refusal to purchase any Governmental BodyBusiness Owned Real Property or any portion thereof or interest therein. The Purchased Entity and its Subsidiaries are not party to any agreement or option to purchase any real property or interest therein. (b) Except as would not be material to the Business, insurance company or board of fire underwriters or other body exercising similar functions that taken as a whole, (i) relates to violations all improvements located on the Business Owned Real Property have received all necessary Approvals of zoning, land use, building, safety or fire ordinances or regulationsGovernmental Entities (including licenses and permits) required in connection with the use thereof being made as of the date of this Agreement, (ii) claims there are no judicial or administrative Proceedings pending or, to the Knowledge of Georgia, threatened in writing, under any defect condemnation, environmental, zoning, eminent domain, land-use or deficiency with respect other Law applicable to any the Business Owned Real Property or which, if adversely decided, would interfere with the present use in the Business of the Business Owned Real Property, and (iii) requests there are no outstanding unpaid assessment notices against any of the performance of any repairsBusiness Owned Real Property. (c) Except as would not be material to the Business, alterations taken as a whole, (i) each lease or other work to or in any sublease governing Business Leased Real Property is valid and binding on the Georgia Entity or Purchased Entity (or Subsidiary thereof) that is a party thereto and, to the Knowledge of Georgia, each other party thereto and is in any streets bounding the Real Property. There is no pending condemnationfull force and effect, expropriationexcept as enforcement may be limited by bankruptcy, eminent domain insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding affecting all in equity or law), and (ii) to the Knowledge of Georgia, no Georgia Entity or Purchased Entity (or Subsidiary thereof) is in breach of, or default under, any portion such lease or sublease beyond the applicable cure period. (d) Since January 1, 2022, neither Georgia nor any of the Real Property. Seller its Subsidiaries has not received any written notice of any proposed, planned pending or actual curtailment of service of threatened condemnation or eminent domain proceeding affecting any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Business Leased Real Property.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 4.16 discloses 5.15(b) lists all of the real property and summarizes all real properties currently ownedinterests therein leased, occupied, subleased or otherwise occupied or used or leased by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or in other Contract pursuant to which Seller has an holds a possessory interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Leased Real Property owned by Sellerand all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller has good and marketable fee simple title with respect to all each item of Leased Real Property shown as owned by it on Schedule 4.16, is free and clear of all any Encumbrances, other than except Permitted Encumbrances. Seller is not a sublessor of, nor has the right assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to quiet enjoyment of all any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in which it holds a leasehold interest for real property currently occupied or used in connection with the full termBusiness. The Leased Real Property is not subject to any rights of way, including building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all renewal buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the leasehold interest. Schedule 4.16 identifies each lease agreementLeased Real Property complies with all Laws, including zoning requirements, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public notifications from any Governmental Body or insurance company recommending improvements against any to the Leased Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates actions relative to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not received a party to or bound by any written notice Contract (including any option) for the purchase or sale of any proposed, planned real estate interest or actual curtailment of service any Contract for the lease to or from Seller of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right real estate interest not currently in possession of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertySeller.

Real Property. Neither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or interest in real property. Schedule 4.16 discloses Section 5.10(a) sets forth an accurate and summarizes all complete list of (A) the address (or other identifying description) and (B) the identity of the lessor and lessee of each parcel of real properties currently owned, occupied, used or property leased by Seller or Mediaco following the Distribution (the “Mediaco Leased Real Property”). True, correct and complete copies of the Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in which Seller has an interest that are included in good condition and repair, ordinary wear and tear excepted, except if the Purchased Assets (failure to meet such standards would not materially and adversely impair the use of any such real propertiesproperty as currently used by the Mediaco Business. At Closing, including buildingsupon the receipt of any required consents, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances Mediaco will have a good and related rights valid and binding leasehold interest in each parcel of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Mediaco Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, any material Encumbrances other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest Except for the full termReal Estate Leases, including all renewal rightsneither Emmis, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to the Mediaco Business, nor Mediaco, is a party to any Real Property Lease for real property. Except as set forth on Schedule Section 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has subleased, licensed or (iii) requests the performance of otherwise granted to a third party any repairsmaterial right to possess, alterations use or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting occupy all or any portion of the Mediaco Leased Real Property. Seller has Mediaco is not received in default under, or in breach of, any written notice of any proposedthe Real Estate Leases or Permitted Encumbrances, planned or actual curtailment of service of any utility supplied and to Emmis’ Knowledge, no other party to any facility located on of the Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances. No condemnation proceeding is pending with respect to the Mediaco Leased Real Property and to Emmis’ Knowledge, no condemnation proceeding has been threatened with respect to any Mediaco Leased Real Property. There exists no outstanding optionNeither Emmis nor, right of first refusal to Emmis’ Knowledge, any other party to any Real Estate Lease has exercised any option or other contractual right to purchase(i) terminate such Real Estate Lease, sell(ii) lease additional premises, assign (iii) reduce or dispose of relocate the premises demised by such Real Estate Lease or (iv) purchase any owned real property pursuant to any Real PropertyEstate Lease. Seller has The Mediaco Leased Real Property constitutes all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the real property that is necessary to conduct and operate the Mediaco Business as currently conducted and operated and there are no other Leases needed for the Mediaco Business as currently conducted and operated. The Mediaco Leased Real Property is in compliance in all material respects with all applicable Laws and to Emmis’ Knowledge there are no pending or contemplated, zoning changes, variances, or special zoning exceptions, conditions or agreements affecting or which would reasonably be expected to affect any portion of the Mediaco Leased Real Property.

Real Property. (a) None of the Target Entities owns any real property. Schedule 4.16 discloses and summarizes 5.5(a) of the Disclosure Schedules contains a complete list by address of all real properties currently ownedproperty leased, occupiedlicensed, operated or used by the Target Entities (the “Leased Real Property”), and identifies, if applicable, each lease or any other Contractual Obligation under which any Real Property is leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real propertieslicensed, including buildingswithout limitation all amendments thereto (together with all amendments, structuressupplements, fixtureswaivers, improvementssubordination, leaseholdsnon-disturbance and attornment agreements, privilegesand side letters thereto, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectivelyeach a “Real Property Lease “), the "REAL PROPERTY"lessor or licensor thereunder, the Joint Venture to which such Leased Real Property relates and the monthly and annual rent thereunder. To the actual Knowledge of the Company, (i) and identifies the record title holder of all no material physical or mechanical defects exist in any building or improvements (each a “Facility”) located on any Leased Real Property, and (ii) each such Facility is in good condition and repair, normal wear and tear excepted, and in compliance in all material respects with all applicable Laws. Schedule 4.16 identifies To the correct legal descriptionactual Knowledge of the Company, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all agreements or contracts made by any Target Entity for any improvements to a Facility or the Leased Real Property owned by Seller. Seller has good have been fully paid and marketable fee simple title there are no mechanic’s or materialman’s liens arising from any labor or material furnished to all such Facility or Real Property. (b) With respect to each parcel of Leased Real Property: (i) The Target Entities have a valid leasehold estate under each Real Property shown as owned by it on Schedule 4.16Lease, free and clear of all Encumbrances, any liens or encumbrances other than Permitted Encumbrances. Seller has All Real Property Leases were negotiated at arms-length with the lessor or licensor of such Leased Real Property. Except for any Permitted Encumbrances and except as set forth on Schedule 5.5(a) of the Disclosure Schedules, to the Knowledge of the Company, there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, use or occupancy of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Leased Real Property or any written portion thereof and there is no Person in possession of the Leased Real Property or any portion thereof other than the applicable Target Entity. No Executing Stockholder or Affiliate of an Executing Stockholder holds any ownership interest in any lessor or licensor of any of the Leased Real Property. (ii) The Company has delivered to Parent true, accurate and complete copies of each Real Property Lease, in each case, as amended or otherwise modified. (iii) There exists no default, breach or dispute on the part of any Target Entity under any Real Property Lease nor has any event occurred which, with the passage of time or the giving of notice or Order both, would constitute a default or breach by a Target Entity under a Real Property Lease. (iv) To the Knowledge of the Company, there exists no default or breach by the landlord, sublessor, licensor or other obligor under each Real Property Lease nor, to the Knowledge of the Company, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any Governmental Bodysuch Person under a Real Property Lease. (v) To the Knowledge of the Company, insurance company there has been no underpayment of expense pass-throughs with respect to a Real Property Lease that could result in the requirement that an additional payment be made to the landlord thereunder. (c) To the actual Knowledge of the Company, no part of the Leased Real Property nor the Facility located on any Leased Real Property is currently subject to condemnation proceedings and no such condemnation or board taking is threatened or contemplated. To the actual Knowledge of fire underwriters the Company, no public improvements exist that may result in special assessments against or other body exercising similar functions otherwise affect the Leased Real Property or any Facility. The Company does not have actual Knowledge of any facts that would adversely affect the possession, use or occupancy of any Leased Real Property or any Facility by Parent. To the actual Knowledge of the Company, (i) relates to violations no Leased Real Property nor any Facility is in material violation of any zoning, land usepublic health, buildingbuilding code or other similar Laws applicable to such property or to the ownership, safety or fire ordinances or regulationsoccupancy and/or operation thereof, nor (ii) claims does there exist any defect waiver, variance, special permit, special exception or deficiency other exemption relating to any Leased Real Property or any Facility with respect to any non-conforming use or other zoning or building code matters. All utilities serving the Leased Real Property or (iii) requests and each Facility are adequate to operate each in the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There manner it is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertycurrently operated.

Real Property. Schedule 4.16 discloses Each of the Company and summarizes all real properties currently ownedeach Guarantor shall grant to the Collateral Agent, occupiedwithin 60 days of the acquisition thereof (or such longer period as determined by the Collateral Agent in its sole discretion), used or leased by Seller or a security interest in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Mortgage on each Real Property acquired after the date hereof having a fair market value in excess of $15,000,000 (determined at the time of acquisition thereof) that is owned in fee by Seller. Seller has good and marketable the Company or such Guarantor, excluding the fee simple title to all interest in Real Property shown underlying the New World Headquarters (provided, that neither the Company nor its Subsidiaries shall grant any Lien securing any Indebtedness on such fee interest). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory to the Collateral Agent and shall constitute a valid and enforceable perfected Lien subject only to Permitted Liens or other Liens reasonably acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection with recordation of such Mortgage. The Company or such Guarantor shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired fee owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property (including a title policy in which it holds form and substance reasonably acceptable to the Collateral Agent, a leasehold interest for survey and local counsel opinion (in form and substance reasonably satisfactory to the full termCollateral Agent) in respect of such Mortgage, including all renewal rights, a “Standard Flood Hazard Determination Form” of the leasehold interest. Schedule 4.16 identifies each lease agreement, Federal Emergency Management Agency and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any successor Governmental Body, insurance company or board of fire underwriters or other body exercising Authority performing a similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency function with respect to any Real Flood Hazard Property and any appraisal required to comply with the Financial Institutions Reform, Recovery and Enforcement Act of 1989). The Company will maintain, or (iii) requests cause to be maintained, flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the performance National Flood Program, in each case in compliance with any applicable regulations of the Board of Governors of the United States Federal Reserve System, or any successor thereto. The parties hereto agree that no Security Document or Additional Security Document shall be governed by the laws of any repairs, alterations or jurisdiction other work to or in any Real Property or in any streets bounding than the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all laws of the United States or any portion state thereof and no opinion shall be required for foreign law matters; provided, that if a Canadian Subsidiary becomes a Canadian Credit Party hereunder, Security Documents or Additional Security Documents related to the Obligations of the Real Property. Seller has not received any written notice Canadian Credit Parties may be governed by the laws of any proposed, planned or actual curtailment of service of any utility supplied Canada and opinions with respect to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyCanadian matters may be required.

Real Property. (a) Schedule 4.16 discloses and summarizes 3.11(a) lists all real properties currently ownedproperty owned by the Company (the “Owned Real Property”) as of the date of this Agreement. As of the date of this Agreement, occupiedthe Company has good and marketable title in fee simple to the Owned Real Property free and clear of any Liens other than Permitted Liens. Provided that the SBA Loan has been repaid in full on or prior to the Closing Date, used as of the Closing Date, Sellers shall have caused the Company to irrevocably transfer to Sellers or any entity wholly owned by Sellers all right, title and interest of the Company and its Subsidiaries in the Owned Real Property pursuant to one or more valid, binding and enforceable instruments of transfer in form and substance reasonably acceptable to Purchaser and Sellers, and Sellers shall have assumed all post-Closing Liabilities (other than the Real Property Mortgage) relating to the Owned Real Property. Provided that the SBA Loan has been repaid in full on or prior to the Closing Date, as of the Closing Date, Sellers or an entity wholly owned by Sellers shall have good and marketable title in fee simple to the Owned Real Property free and clear of any Liens other than Permitted Liens. All buildings, plants, and structures included on the Owned Real Property lie wholly within the boundaries of the Owned Real Property and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. Schedule 3.11(a) sets forth a true, correct and complete list and a summary description of (i) all the policies of title insurance insuring the Company’s and its Subsidiaries’ interest in the Owned Real Property (collectively, the “Title Policies”) and (ii) all land and/or as-built surveys of the Owned Real Property (collectively, the “Surveys”) in the possession of the Company. The Company has furnished a true, correct and complete copy of each such Title Policy and Survey to Purchaser. No claim or notice thereof has been made or delivered by any insured under any such Title Policy. (b) Schedule 3.11(b) contains a list of all leases and subleases, together with any amendments thereto and any subordination, nondisturbance and attornment agreements (the “Leases”), with respect to all real property leased by Seller the Company (the “Leased Property”). Each Lease is in full force and effect, the Company has performed all material obligations required to be performed by it to date under each of the Leases and (i) neither the Company nor, to the Knowledge of Sellers, any other party thereto is in material default under any of the Leases (and no event has occurred which, with due notice or lapse of time or both, would constitute such a breach or default) and (ii) no party to any Lease has given the Company or any of its Subsidiaries written notice of, or made a claim with respect to, any breach or default. No amount due under the Leases remains unpaid, and to the Knowledge of Sellers, no material controversy, claim, dispute or disagreement exists between the parties to any of the Leases. Sellers have delivered to Purchaser a copy of each Lease, and all amendments thereto, listed in which Seller has an interest that are included Schedule 3.11(b), except to the extent otherwise noted therein. (c) Neither of Sellers is a “foreign person” within the meaning of Section 1445 of the Code. (d) The covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments affecting the Owned Real Property or Leased Property do not, with respect to each Owned Real Property or Leased Property, materially impair the Company’s ability to use any such Owned Real Property or Leased Property in the Purchased Assets operation of the Company’s business as presently conducted . There are no pending, or to the Knowledge of Sellers, threatened condemnation or similar proceedings affecting the Owned Real Property. There are no pending or, to the Knowledge of Sellers, threatened condemnation or similar proceedings affecting the Leased Property. The Company has access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Owned Real Property and the Leased Property, except as would not materially impair the Company’s ability to use any such Owned Real Property or Leased Property in the operation of the Company’s business as presently conducted or presently proposed to be conducted. (e) All brokerage commissions and other compensation and fees payable by reason of the Leases or the Owned Real Property have been paid in full or are reflected in the Interim Balance Sheet except for such real propertiescommissions and other compensation related to options or extensions in the Leases which are not yet exercised. (f) To Seller’s knowledge, all improvements on the Owned Real Property and Leased Property and the operations therein conducted conform in all material respects to all applicable Legal Requirements, including without limitation, health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations, except for possible nonconforming uses or violations which do not expose any person or property to injury or damage, materially and adversely affect any insurance coverage, give rise to strict liability, penalties or fines, jeopardize any Permit or materially interfere with the present or proposed use, operation or maintenance thereof by the Company as now used, operated or maintained, and which do not materially and adversely affect the value thereof. To the Knowledge of Sellers, all buildings, structures, fixturesimprovements and fixtures owned, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights leased or used by the Company in the conduct of every nature, collectively, its business at the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Owned Real Property owned by Seller. Seller has good and marketable fee simple title Leased Property conform in all material respects to all Real Property shown as owned applicable codes and rules adopted by it on Schedule 4.16, free national and clear local associations and boards of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, insurance underwriters; and all amendments such buildings, structures, improvements and supplements thereto, for each parcel of Real Property shown as leased fixtures are in good operating condition and repair. (g) There are no outstanding requirements or recommendations by Seller on Schedule 4.16. Seller any insurance company which has not received any written notice of assessments for public improvements against any issued to the Company a policy covering the Owned Real Property or any written notice Leased Property, or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that functions, requiring or recommending any repairs or work to be done on such property. (h) All public utilities required for the operation of the Owned Real Property and the Leased Property and necessary for the conduct of the business of the Company are installed and operating, and all installation and connection charges are paid in full. (i) relates Except as set forth in Schedule 3.11(b), the Owned Real Property and the Leased Property are not subject to violations of zoningany lease, land sublease, license or other agreement granting to any Person any right to the use, building, safety occupancy or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance enjoyment of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all such property or any portion thereof. (j) To the Knowledge of Sellers, the Real Property. Seller has not received any written notice of any proposedplumbing, planned electrical, heating, air conditioning, elevator, ventilating and all other mechanical or actual curtailment of service of any utility supplied to any facility located on structural systems and equipment for which the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of Company is responsible under the Real Property.Leases in the buildings or

Real Property. (a) Schedule 4.16 discloses 2.11 of the Company Disclosure Schedule contains a list of the following real estate interests held by the Company or its Subsidiaries: (i) each parcel of land or building or other improvement to real property owned by the Company or its Subsidiaries (the “Owned Real Property”), (ii) each option held by the Company or its Subsidiaries to acquire any real property, and summarizes (iii) each lease, ground lease or similar agreement under which the Company or its Subsidiaries are lessee of, or hold or operate, any real property owned by any third party (the “Leased Real Property” and collectively with the Owned Real Property, the “Real Property”). The Real Property listed in Schedule 2.11 of the Company Disclosure Schedule constitutes all real properties currently ownedproperty interests necessary to conduct the business and operations of the Company and its Subsidiaries as now conducted. There are no easements or other real property interests that have been asserted by a Governmental Entity to be required to conduct the business and operations of the Company or its Subsidiaries. The Company has made available to Ciena true and complete copies of all deeds, occupiedleases and other instruments of title pertaining to the Real Property (including any and all amendments and other modifications of such instruments). (b) The Company or its Subsidiaries have good and valid title to each item of Owned Real Property and a valid leasehold interest in each item of Leased Real Property, used or leased by Seller or in each case free and clear of all Encumbrances other than Permitted Encumbrances. There is no default under any of the Permitted Encumbrances which Seller has an interest that are included would reasonably be expected to result in the Purchased Assets a Company Material Adverse Effect. All Real Property (such real properties, including buildings, structures, fixturesequipment and other tangible assets of the Company and its Subsidiaries located on the Real Property) is sufficient to support the conduct of business by the Company and its Subsidiaries as currently conducted. The Real Property complies in all material respects with all applicable building or zoning codes and in the regulations of any Governmental Entity having jurisdiction, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights except where any non-compliance would not reasonably be expected to result in material interference with the Company’s or its Subsidiaries’ use or occupancy of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies To the correct legal descriptionKnowledge of the Company, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all no Real Property owned is subject to any pending or threatened suit for condemnation or other taking by Seller. Seller has good and marketable fee simple title to all any Governmental Entity. (c) To the Company’s Knowledge, the Real Property shown is in conformance, in all material respects, with all deed restrictions and other covenants and conditions recorded or running with the land and is in conformity, in all material respects, with the certificate(s) of occupancy issued for such Owned Real Property. (d) With regard to any real property Asset where the Company or its Subsidiaries (the “Ground Lessee”) owns any building or other improvement subject to a ground leasehold estate (a “Ground Lease”), in addition to the foregoing: (i) each such Ground Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto (except as owned such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and by the application of general principles of equity) and grants the leasehold estate it on Schedule 4.16, purports to grant free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or the Company’s Knowledge, there have been no threatened cancellations of such Ground Lease, (iii) requests neither the performance Company nor any of its Subsidiaries are in default in any material respect under such Ground Lease and to the Company’s Knowledge, no other party is in default in any material respect under such Ground Lease, and (iv) to the Knowledge of the Company, there has not occurred any event that (whether with or without notice, lapse of time or the happening or occurrence of any repairsother event) would, alterations or other work to or in any Real Property or in any streets bounding constitute a default on the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion part of the Real Property. Seller has not received any written notice of any proposedCompany or its Subsidiaries, planned or, to the Company’s Knowledge, a party other than the Company or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyits Subsidiary under such Ground Lease.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest (a) Section 3.09(a) of the Disclosure Schedules identifies the parcels of Real Property that are included in owned by Opco (the Purchased Assets “Owned Real Property”) together with (i) the street address of each parcel of Owned Real Property and (ii) the current use of such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all property. No other FNC Entity owns or has ever owned any Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number Opco is in possession of all tracts, parcels and subdivided lots of all Owned Real Property owned by Seller. Seller and has good and marketable fee simple title to all such Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, other than Encumbrances except Permitted Encumbrances. Seller Holdco has delivered to Parent true, complete and correct copies of the right to quiet enjoyment deeds and other instruments (as recorded) by which Opco acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of FNC and relating to the Real Property. (b) Section 3.09(b) of the Disclosure Schedules sets forth a true and complete description of all Leased Real Property in which it holds a leasehold interest for together with (i) the full termstreet address of each parcel of Leased Real Property; (ii) the landlord under the Real Property Lease, including all renewal rightsthe rental amount currently being paid, and the expiration of the leasehold interestterm of such Real Property Lease; and (iii) the current use of such Leased Real Property. Schedule 4.16 identifies Holdco has delivered to Parent a true and correct copy of each lease lease, license, or occupancy agreement, and all any amendments thereto and supplements theretoany agreements referred to within such lease, for each parcel of license or occupancy agreement, with respect to the Leased Real Property, which such Real Property shown as leased by Seller Leases are listed on Schedule 4.16Section 3.09(b) of the Disclosure Schedules (collectively, the “Real Property Leases”). Seller With respect to each Real Property Lease: (x) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full, (y) no FNC Entity has received any written notice of assessments for public improvements against that it is in default under any Real Property Lease, and (z) all of the Real Property Leases are in full force and effect. No Affiliate of any FNC Entity or the Shareholders is the owner or lessor of any written notice Leased Real Property. (c) The Real Property is in good condition and repair (subject to normal wear and tear) and sufficient for the operation of the Business of as it is currently conducted. No FNC Entity has subleased, licensed or Order by otherwise granted any Governmental Body, insurance company Person the right to use or board occupy any of fire underwriters the Leased Real Property. (d) No FNC Entity is a sublessor or grantor under any sublease or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect instrument granting to any Real Property other Person any right to the possession, lease, occupancy or (iii) requests the performance enjoyment of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Leased Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued The use and operation of the Real PropertyProperty in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. (e) No material improvements constituting a part of the Owned Real Property encroach on real property owned or leased by a Person other than Opco. (f) There are no Actions pending nor, to FNC’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Real Property. (a) Seller and the Selling Subsidiaries do not own any real property or interests in real property used in connection with the Business other than leasehold interests in real property. Schedule 4.16 discloses 5.7(a) sets forth real property and summarizes interests in real property leased by ▇▇▇▇▇▇ and the Selling Subsidiaries in or around Madrid, Spain which are used primarily in the Business (the “Real Property Lease”) as lessee, including a description of such Real Property Lease (including the name of the third-party lessor or lessee and the date of the lease or sublease and all amendments thereto). The Real Property Lease constitutes all interests in real properties property currently ownedused, occupiedoccupied or currently held for use in connection with the Business as operated in Spain and which is necessary for the continued operation of the Business as it is currently conducted. The Real Property Lease and all of the buildings, used fixtures and improvements thereon owned or leased by Seller and the Selling Subsidiaries (i) are in good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in which Seller has an interest that are included in all respects for their current and contemplated uses. None of the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, improvements located on the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by SellerLease constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. Seller has good delivered to Purchaser true, correct and marketable fee simple title to all complete copies of the Real Property shown Lease, together with all amendments, modifications or supplements, if any, thereto. (b) Seller and each Selling Subsidiary, as owned by applicable, has a valid, binding and enforceable leasehold interest under the Real Property Lease under which it on Schedule 4.16is a lessee, free and clear of all Encumbrances, Liens other than Permitted EncumbrancesExceptions. Seller has the right to quiet enjoyment of all The Real Property Lease is in which it holds a leasehold interest for full force and effect. Neither Seller nor any Selling Subsidiary is in default under the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreementReal Property Lease, and all amendments no event has occurred and supplements theretono circumstance exists which, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has if not received any written notice of assessments for public improvements against any Real Property remedied, and whether with or any written without notice or Order by the passage of time or both, would result in such a default. Neither Seller nor any Governmental Body, insurance company Selling Subsidiary has received or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims given any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposeddefault or event that with notice or lapse of time, planned or actual curtailment of service of both, would constitute a default by Seller or any utility supplied to any facility located on Selling Subsidiary under the Real Property. There exists Property Lease and, to the Knowledge of Seller, no outstanding optionother party is in default thereof, right of first refusal or other contractual right and no party to purchase, sell, assign or dispose of the Real Property Lease has exercised any owned Real Property. termination rights with respect thereto. (c) Seller has and the Selling Subsidiaries have all material certificates of occupancy and Permits of any Governmental Authorizations Body necessary or useful for the current and continued use and operation of the Real PropertyProperty Lease, and Seller and the Selling Subsidiaries have fully complied with all material conditions of the Permits applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit. (d) The property leased under the Real Property Leased is used exclusively by the Seller or the relevant Selling Subsidiary. 5.8

Real Property. (a) Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in 3.12(a) of the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights Disclosure Schedules lists the street address of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder each parcel of all Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. The applicable Seller has good good, valid and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, . (b) Schedule 3.12(b) of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for Disclosure Schedules lists (i) the street address of each parcel of Leased Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulationsProperty, (ii) claims any defect or deficiency with respect to any Real Property or if applicable, the unit designation of the space leased under the applicable Lease, (iii) requests the performance identity of any repairsthe lessor of each such parcel of Leased Real Property, alterations (iv) if applicable, the identity of each sublessee or occupant other work than Sellers at each such parcel of Leased Real Property, (v) the commencement date and, to or in any the extent readily available, expiration date under the Lease for each such parcel of Leased Real Property, (vi) the base rent under the Lease for each such parcel of Leased Real Property or in any streets bounding and (vii) the security deposit, if any, deposited pursuant to the terms of the Lease for each such parcel of Leased Real Property. There The Seller party thereto has a valid leasehold estate in all Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Subject to the approval of the Bankruptcy Court pursuant to the Sale Order and the assumption and assignment of the Leases pursuant thereto, each of the Leases relating to Leased Real Property is a valid and subsisting leasehold interest of the applicable Seller, free of subtenancies and other occupancy rights and Encumbrances (other than Permitted Encumbrances), except as set forth in Schedule 3.12(c) of the Disclosure Schedules, and, except as limited by the Bankruptcy Code, is a binding obligation of the applicable Seller, enforceable against such Seller in accordance with its terms, and is in full force and effect. To the Knowledge of Sellers, following the assumption and upon the assignment of such Leases by Sellers to Buyers in accordance with the provisions of Section 365 of the Bankruptcy Code and the requisite Order of the Bankruptcy Court, there will be no pending condemnationmonetary defaults thereunder and no circumstances or events which, expropriationwith notice or the passage of time or both, eminent domain would constitute defaults under such leases except, in either instance, for defaults which, individually or similar proceeding affecting all in the aggregate, do not or would not reasonably be expected to have a material impact on the use of such property or are unenforceable due to operation of Section 365(b)(2) of the Bankruptcy Code or have been or shall be cured pursuant to Section 365 (b)(1) of the Bankruptcy Code and the provisions of this Agreement. (d) To the Knowledge of Sellers, there are no defects in the plants, stores, buildings, improvements and structures, fixtures or equipment located on or at the Real Property which would substantially impair the conduct of the Business by Buyers immediately following the Closing relative to the conduct of the Business on the date hereof. (e) The Sellers have not granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Real PropertyProperty other than as set forth in Schedule 3.12(e) of the Disclosure Schedules. Sellers’ interests with respect to the Leases have not been assigned or pledged and are not subject to any Encumbrances, other than as collateral for the Sellers secured indebtedness under the First Lien Credit Agreement, the ABL Credit Facility, the DIP Credit Agreement, the DIP ABL Credit Agreement and Permitted Encumbrances. No Seller has not received vacated or abandoned any written portion of the Real Property or given notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on Person of their intent to do the Real Property. There exists no outstanding same. (f) No Seller is a party to or obligated under any option, right of first refusal or other contractual right to purchase, sell, assign or dispose of or lease any owned of the Real Property. Seller has all certificates Property or any portion thereof or interest therein to any Person other than the Buyers. (g) To the Knowledge of occupancy and the Sellers, there is no Contract to which Sellers are a party, other than the Transferred Contracts, affecting any of the Real Property for which the Buyers will be responsible or liable after Closing, except those which (i) are terminable on not more than sixty (60) days’ notice without premium or penalty or (ii) require payment of less than $100,000 per month per location but will expire or be terminated within one (1) year of the Closing. (h) To the Knowledge of the Sellers, the Sellers have not received any written notice in the past two (2) years of any pending, threatened or contemplated condemnation proceeding affecting any of the Real Property or any part thereof or of any sale or other disposition of any of the Real Property or any part thereof in lieu of condemnation. (i) To the Knowledge of the Sellers, the Sellers have not received any written notices in the past two (2) years from any Governmental Authorizations necessary Authority stating or alleging that any improvements located on the Real Property have not been constructed in compliance with applicable Law or are being operated in violation of applicable Law. (j) To the Knowledge of the Sellers, the Sellers have not received any written notices in the past two (2) years from any Governmental Authority requiring or advising as to the need for current and continued use and operation of any material repair, alteration, restoration or improvement in connection with the Real Property. (k) To the Knowledge of Sellers, the Real Property is in all material respects in good condition and repair and adequate in all material respects for the continued conduct of the business to which it relates. (l) With respect to the Leased Real Property, to the Knowledge of the Sellers: (i) the Leases are in full force and effect; none of the Sellers have received any written notice or oral notice that any material default, or condition which with the passage of time would constitute a default, exists under the Leases, except such notices as to which the alleged defaults have been cured or otherwise resolved; (ii) true, correct and complete copies of the Leases have been delivered to Buyers prior to the date hereof and such Leases have not been amended or modified since that date; (iii) none of the Leased Real Property has been pledged by any of the Sellers or is subject to any Encumbrance (other than pursuant to this Agreement; Permitted Encumbrances and Encumbrances in favor of Sellers’ lenders); and (iv) none of the Sellers have given any notice to any landlord under any of the Leases indicating that it will not be exercising any extension or renewal options under the Leases. All security deposits required under the Leases have been paid to and are being held by the applicable landlord under the Leases. (m) Since January 1, 2014, none of the Real Property has been affected in any way as a result of flood, fire, explosion or other casualty which would reasonably be expected to result in a Material Adverse Effect.

Real Property. (a) Disclosure Schedule 4.16 discloses Section 4.8(a)-1 lists certain non-timber real property owned by Redwood, LLC, subject to Allowed Pre-Closing Changes (the "Non-Timber Owned Real Property") and summarizes all Disclosure Schedule Section 4.8(a)-2 lists certain non-timber leases of real properties currently ownedproperty leased or subleased to Redwood, occupiedLLC, used or leased by Seller or in which Seller has an interest that are included in subject to Allowed Pre-Closing Changes (the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances "Non-Timber Leased Real Property" and related rights of every nature, collectivelytogether with the Non-Timber Owned Real Property, the "REAL PROPERTYNon-Timber Real Property"). (b) Disclosure Schedule Section 4.8(b)-1 lists certain timber real property owned by Redwood, LLC, subject to Allowed Pre-Closing Changes (the "Timber Owned Real Property") and identifies Disclosure Schedule Section 4.8(b)-2 lists certain leases of timber real property leased or subleased to Redwood, LLC, subject to Allowed Pre-Closing Changes (the record title holder of all "Timber Leased Real Property. Schedule 4.16 identifies " and together with the correct legal descriptionTimber Owned Real Property, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all the "Timber Real Property"). (c) The Non-Timber Owned Real Property and the Timber Owned Real Property constitute all of the real property owned by SellerRedwood, LLC other than the Owned Real Property as defined in the ▇▇▇▇▇▇▇ Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the "Owned Real Property"). Seller The Non-Timber Leased Real Property and the Timber Leased Real Property constitute all of the real property leased or subleased to Redwood, LLC other than the Leased Real Property as defined in the ▇▇▇▇▇▇▇ Purchase Agreement (collectively, after giving effect, in each case, to Allowed Pre-Closing Changes, the "Leased Real Property"). (d) Redwood, LLC has good and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16purports to own, and at Closing, such Owned Real Property will be free and clear of all Encumbrancesany Encumbrance, other than Permitted Encumbrances. Seller has Liens and Encumbrances which individually or in the right aggregate are not reasonably likely to quiet enjoyment result in a Material Adverse Effect. (e) Originals or copies of all of the leases and subleases among the Leased Real Property, which are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review. (f) Disclosure Schedule Section 4.8(f) contains an accurate and complete list of all leases of Owned Real Property and subleases of Leased Real Property by Louisiana-Pacific or Redwood, LLC to third Persons, subject, in each case, to Allowed Pre-Closing Changes. Originals or copies of such leases and subleases, which it holds are accurate and complete, have been provided to Buyer (in accordance with the terms of the Confidentiality Agreement) for review. (g) Disclosure Schedule Section 4.8(g) sets forth a leasehold interest map that sets forth the location of all the timberlands owned by Redwood, LLC that will be conveyed to Buyer hereunder, except for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased to be conveyed under the ▇▇▇▇▇▇▇ Agreement. Based solely on information obtained from the real property tax bills received by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Louisiana-Pacific and prepared by the respective county assessor's office, the acreage comprising the Timber Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyapproximately 235,000 acres.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently (a) Section 2.16(a) of the Sonoma Disclosure Letter lists: (i) each of the facilities owned, occupiedleased, used subleased or operated (excluding facilities operated by Sonoma or any Subsidiary of Sonoma pursuant to a Sonoma Management Agreement) by Sonoma and its Subsidiaries (the “Sonoma Facilities”) and whether such Sonoma Facilities are owned, leased or subleased by Seller Sonoma and its Subsidiaries; (ii) the street address of each such Sonoma Facility; (iii) the landlord and owner of each such Sonoma Facility (each lease or sublease pursuant to which Sonoma or any of its Subsidiaries lease all or part of a Sonoma Facility to or from an entity other than Sonoma or any of its Subsidiaries, together with each amendment or modification thereof, a “Sonoma Facility Lease”, and each such Sonoma Facility a “Leased Sonoma Facility”); (iv) the number and type of licensed beds at each Sonoma Facility; (v) each occupancy agreement, lease and/or sublease to third-party healthcare providers offering specialized services (e.g., dialysis) within Sonoma Facilities; and (vi) which, if any, Sonoma Facilities are (A) closed for operation or (B) have been divested, yet pursuant to which Sonoma remains a lessor or sublessor. Sonoma has, prior to the date of this Agreement, made available to Greystone true and complete copies of each Sonoma Facility Lease (including all amendments, modifications and supplements thereto) and information regarding the licensed capacity of each such Sonoma Facility, along with, to the extent in which Seller has Sonoma’s possession and control and relating to Leased Sonoma Facilities: any subleases, licenses or agreements (other than Sonoma Residents’ leases) (including any material amendments or modifications thereto), providing for payments in excess of $1,500,000 on an interest annual basis and granting to any other party the right of use, management or occupancy of any portion of the real property and improvements that are included in the Purchased Assets subject of such Sonoma Facility Lease. Except as set forth on Section 2.16(a) of the Sonoma Disclosure Letter, neither Sonoma nor any of its Subsidiaries, pursuant to any agreement or other arrangement under which payments exceed $750,000 on an annual basis, leases, subleases or otherwise permits the occupancy by any third party (other than the Sonoma Residents) of all or any portion of any of the Sonoma Facilities. (b) Except as set forth on Section 2.16(b)(i) of the Sonoma Disclosure Letter, neither Sonoma nor any of its Subsidiaries is a party to any agreement pursuant to which Sonoma or any of its Subsidiaries operates or manages any facility on behalf of any party other than Sonoma or any of its Subsidiaries (each agreement required to be set forth on Section 2.16(b)(i) of the Sonoma Disclosure Letter, a “Sonoma Management Agreement”). Section 2.16(b)(ii) of the Sonoma Disclosure Letter sets forth a list of the common name and address of each facility that is the subject of a Sonoma Management Agreement as of the date of this Agreement (such real propertiesfacilities, including buildingsthe “Sonoma Management Properties”). Neither Sonoma nor any Subsidiary of Sonoma is in receipt of any fees under any Sonoma Management Agreement paid more than thirty (30) days before such fees are due and payable. (c) Section 2.16(c) of the Sonoma Disclosure Letter contains a true and complete list of all material office space (the “Sonoma Office Space”) and the leases, structuressubleases, fixturessub-subleases, improvementslicenses and purchase options to which Sonoma or any of its Subsidiaries is a party with respect to such material office spaces of Sonoma or any of its Subsidiaries (such leases, leaseholdstogether with the Sonoma Facility Leases, privilegesthe “Sonoma Leases”). For purposes of this Section 2.16(c), rightsa lease, easementssublease, hereditamentssub-sublease, Appurtenances and related rights license or purchase option shall be considered “material” if the aggregate rent payable for the property subject thereto is in excess of every nature$750,000 per annum. (d) For the purposes of this Agreement, “Leased Sonoma Property” shall be defined as, collectively, the "REAL PROPERTY"Sonoma Office Space and Leased Sonoma Facilities. With respect to Sonoma Leases, except as set forth on Section 2.16(d) of the Sonoma Disclosure Letter, and other than with respect to the last sentence of clause (ii), clause (v), clause (ix) and identifies clause (xi), except as have not been and would not reasonably be expected to be, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole: (i) such Sonoma Lease is legal, valid, binding, enforceable and in full force and effect, subject to bankruptcy, insolvency, reorganization, moratoriums or similar Laws now or hereafter in effect relating to creditor’s rights generally or to general principles of equity; (ii) neither Sonoma nor any Subsidiary nor, to the Knowledge of Sonoma, any other party, is in breach or violation of, or default under, any such Sonoma Lease, and no event has occurred, is pending or, to the Knowledge of Sonoma, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Sonoma or any Subsidiary or, to the Knowledge of Sonoma, any other party under such Sonoma Lease. Each Leased Sonoma Property is in material compliance with the terms and provisions of any restrictive covenants, easements, or agreements affecting such Leased Sonoma Property. Neither Sonoma nor any of its Subsidiaries has received notice of any currently pending but uncured default under any Sonoma Lease; (iii) each Leased Sonoma Property is supplied with utilities and other services adequate for the operation of such Leased Sonoma Property and is in good repair and working order sufficient for normal operation of Sonoma’s business, subject to normal wear and tear, and adequate and suitable for the purposes for which it is presently being used; (iv) to the Knowledge of Sonoma, no Lien, easement, covenant or other restriction or title matter applicable to the real property subject to any such Sonoma Lease, other than Permitted Liens, would reasonably be expected to impair the current uses or the occupancy by Sonoma or a Subsidiary of the property subject thereto; (v) there are no material disputes, material oral agreements or material forbearance programs between Sonoma or the applicable Subsidiary and the lessor with respect to such Sonoma Lease; (vi) there are no outstanding options or rights of any party (other than Sonoma or its Subsidiaries) to terminate such Sonoma Lease prior to the expiration of the term thereof (except for termination rights following a casualty, condemnation, default or similar event); (vii) since January 1, 2012, neither Sonoma nor any of its Subsidiaries has received written notice from any Governmental Authority or the landlord under the Sonoma Lease that Sonoma has not maintained all or any portion of each Leased Sonoma Property substantially in accordance with the terms of the Sonoma Lease or applicable Law; (viii) there are no (A) to the Knowledge of Sonoma, pending or threatened condemnation proceedings relating to the real property that is the subject of such Sonoma Lease or (B) pending or, to the Knowledge of Sonoma, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Sonoma Lease or the real property and/or improvements that are the subject thereof; (ix) there are no outstanding agreements, contracts, commitments, options or rights of first refusal (A) to which Sonoma or any of its Subsidiaries is a party or (B) to the Knowledge of Sonoma, to which any landlord or sublandlord and parties other than Sonoma or any of its Subsidiaries are a party, in the case of each of (A) and (B), granted to third parties to purchase such Leased Sonoma Property, or any portion thereof or interest therein; (x) neither Sonoma nor any of its Subsidiaries has received written notice of any, and to the Knowledge of Sonoma there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Leased Sonoma Property; and (xi) Sonoma has made available to Greystone true and complete copies of each of the Sonoma Leases (including any amendments or modifications thereto) and of all of the following materials relating to material Leased Sonoma Property: waivers, leases, subleases, licenses or agreements (including any material amendments or modifications thereto) granting to any other party the right of use or occupancy of any portion of such Leased Sonoma Property and (in the case of such leases, sublease, licenses or agreements granting the right of use or occupancy) providing for payments in excess of $1,500,000 on an annual basis. (e) With respect to each parcel of real property owned by Sonoma and its Subsidiaries (each, a “Sonoma Owned Real Property”), except as set forth on Section 2.16(e) of the Sonoma Disclosure Letter, and except as have not been and would not reasonably be expected to be, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole: (i) Sonoma or the Subsidiary that is the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller owner thereof has good and marketable fee simple valid title to all such Sonoma Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrancesany Lien, easement, covenant or other restriction or title matter applicable to such Sonoma Owned Real Property, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, Liens; (ii) claims any defect or deficiency all owned Sonoma Facilities are supplied with respect utilities and other services adequate for the operation of said owned Sonoma Facilities and are in good repair and working order sufficient for normal operation of Sonoma’s business, subject to any normal wear and tear, and adequate and suitable for the purposes for which they are presently being used; (iii) there are no (A) pending or, to the Knowledge of Sonoma, threatened condemnation proceedings relating to such Sonoma Owned Real Property or (iiiB) requests pending or, to the performance Knowledge of Sonoma, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Sonoma Owned Real Property; (iv) (A) there are no outstanding options or rights of first refusal to purchase such Sonoma Owned Real Property, or any portion thereof or interest therein and (B) there are no “put” rights or other requirements for Sonoma or any of its Subsidiaries to purchase the real property of any repairsother person; (v) neither Sonoma nor any Subsidiary has received written notice of any, alterations and to the Knowledge of Sonoma there is no, proposed or other work pending proceeding to change or in any Real Property or in any streets bounding redefine the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting zoning classification of all or any portion of the such Sonoma Owned Real Property. Seller ; (vi) since January 1, 2012, neither Sonoma nor any of its Subsidiaries has received written notice from any Governmental Authority that Sonoma has not received maintained all or any written notice portion of each Sonoma Owned Real Property substantially in accordance with the terms of applicable Law; (vii) each Sonoma Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels; (viii) no portion of such Sonoma Owned Real Property has, during Sonoma’s or the applicable Subsidiary’s ownership, suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted); (ix) such Sonoma Owned Real Property is in compliance with the terms and provisions of any proposedrestrictive covenants, planned easements, or actual curtailment agreements affecting such Sonoma Owned Real Property; and (x) Sonoma has made available to Greystone true and complete copies of service all of the following materials relating to material Sonoma Owned Real Property, to the extent in Sonoma’s possession or control: leases, subleases, licenses or agreements (including any amendments or modifications thereto) granting to any other party the right of use or occupancy of any utility supplied portion of such Sonoma Owned Real Property and (in the case of such leases, sublease, licenses or agreements granting the right of use or occupancy) providing for payments in excess of $1,500,000 on an annual basis. (f) Section 2.16(f) of the Sonoma Disclosure Letter sets forth, as of the date of this Agreement, a list of undeveloped Sonoma Owned Real Property, and whether or not there is a present intent by Sonoma or any of its Subsidiaries to develop a Sonoma Facility thereon. (g) Except as set forth on Section 2.16(g) of the Sonoma Disclosure Letter, and except as have not been and would not reasonably be expected to be, individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole, none of Sonoma or any of its Subsidiaries has engaged any party other than Sonoma or any of its Subsidiaries to operate or manage any of the Sonoma Facilities pursuant to any facility located on agreement that remains in effect as of the Real Property. There exists no outstanding optiondate hereof. (h) Except as have not been and would not reasonably be expected to be, right individually or in the aggregate, material to Sonoma and its Subsidiaries, taken as a whole, Sonoma and each of first refusal or other contractual right its Subsidiaries, respectively, has good and marketable title to purchaseall of the tangible personal property owned by it, sellin each case, assign or dispose free and clear of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyLiens other than Permitted Liens.

Real Property. Schedule 4.16 discloses (a) Exhibit 7.1.35 sets forth a true, correct and summarizes -------------- complete list of all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it any Borrower or Domestic Subsidiary owns or holds a leasehold interest for the full termfee interest, including all renewal rightswhich list includes, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for as to each parcel of Real such real Property, the legal owner, its common name, a legal description and the name of any mortgagee or trustee thereof. (b) Exhibit 7.1.35 sets forth a true, correct and -------------- complete list of all real Property shown leases, subleases or licenses pursuant to which any Borrower or Domestic Subsidiary is a lessor, lessee, sublessor, sublessee, licensor or licensee, 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, or with respect to which a Borrower or Domestic Subsidiary has guarantied the obligations of any other Person, the term thereof (referencing applicable extension or renewal periods, the rent payment terms, maximum potential exposure and the current use). The Borrowers and Domestic Subsidiaries have delivered to the Agent true, correct and complete copies of each such lease, sublease or license. The real Property interests described or listed on Exhibit 7.1.35 constitute all of -------------- the interests in real Property owned, leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments or otherwise held for public improvements against any Real Property or any written notice or Order use by any Governmental BodyBorrower or Domestic Subsidiary. With respect to each such lease, insurance company or board of fire underwriters or other body exercising similar functions that sublease and license, except as set forth on Exhibit ------- (i) relates there are no disputes, oral agreements or forbearance programs in effect as to violations of zoningany such lease, land use, building, safety sublease or fire ordinances or regulations, license; and (ii) claims no Borrower or Domestic Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any defect or deficiency with respect interest therein. (c) No consent of any party to any Real Property lease, sublease, license or (iii) requests mortgage is required in connection with the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion consummation of the Real Property. Seller has not received transactions contemplated by this Agreement or the other Loan Documents, and no such event shall be prohibited by, or shall constitute a default under, any written notice of any proposedsuch lease, planned sublease, license or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertymortgage.

Real Property. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 3.12(a) of the Disclosure Schedule 4.16 discloses contains a list by street address or location of all leases and summarizes subleases under which the Company or any Company Subsidiary is lessee or lessor, together with all real properties currently ownedamendments, occupiedmodifications, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets supplements, waivers and side letters related thereto (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"“Real Property Leases” and the real property to which such Real Property Leases relate, the “Leased Real Property”). Either the Company or a Company Subsidiary has a good, marketable and valid leasehold interest in each Leased Real Property, subject only to Permitted Liens. With respect to each Real Property Lease, except as set forth in Section 3.12(a) of the Disclosure Schedule: (i) each Real Property Lease is legal, valid, binding, enforceable and identifies in full force and effect; (ii) neither the Company, any Company Subsidiary, nor, to the Knowledge of the Company, any other party to any Real Property Lease is in breach or default thereunder 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 any Real Property Lease; (iii) no party to any Real Property Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to each Real Property Lease; (v) none of the Real Property Leases have been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; (vi) neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Real Property Lease; and (vii) each Real Property Lease covers the entire estate it purports to cover. (b) With respect to each piece of Leased Real Property: (i) neither the current use of such Leased Real Property nor the operation of the Company’s or any Company Subsidiary’s business thereon violates any instrument of record title holder or Contract affecting such Leased Real Property; (ii) except for the Real Property Leases, there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right of all use or occupancy of any portion of such Leased Real Property except in favor of the Company or a Company Subsidiary; and (iii) there are no Persons in possession of such Leased Real Property except the Company or a Company Subsidiary. (c) None of the rights of the Company or any Company Subsidiary under any of the Real Property Leases will be subject to termination or modification as the result of the transactions contemplated by this Agreement or the Ancillary Agreements. (d) Neither the Company nor any Company Subsidiary has received any notice of violation of any Law with respect to any Leased Real Property, and no notice of violation of any Law has been issued by any Governmental Authority to the Company or any Company Subsidiary with respect to any Leased Real Property. Schedule 4.16 identifies Each of the correct legal descriptionLeased Real Properties is in material compliance with all applicable Laws. (e) Except as set forth in Section 3.12(e) of the Disclosure Schedule, street address the Company and tax parcel identification number the Company Subsidiaries have all certificates of all tractsoccupancy and Permits of any Governmental Authority necessary for the current use and operation of the Leased Real Property. No default or violation, parcels and subdivided lots or event that with the lapse of all time or giving of notice or both would become a default or violation, has occurred in the due observance of any such certificate or Permit. (f) No part of the Leased Real Property owned by Seller. Seller has good is subject to any building or use restrictions that would restrict or prevent the present use and marketable fee simple title to all operation of such Leased Real Property, and each piece of Leased Real Property shown as owned by it on Schedule 4.16is properly and duly zoned for its current use, free and clear of such current use is in all Encumbrances, other than Permitted Encumbrancesrespects a conforming use. Seller has the right to quiet enjoyment of all No Governmental Authority having jurisdiction over any Leased Real Property in which it holds a leasehold interest for has issued or, to the full term, including all renewal rights, Knowledge of the leasehold interest. Schedule 4.16 identifies each lease agreementCompany, and all amendments and supplements threatened to issue any notice or Order that adversely affects the use or operation of any Leased Real Property, or requires, as of the date hereof or a specified date in the future, any repairs or alterations or additions or improvements thereto, for each parcel or the payment or deduction of Real Property shown as leased by Seller on Schedule 4.16. Seller has any money, fee, exaction or property. (g) There does not received exist any written notice actual or, to the Knowledge of assessments the Company, threatened or contemplated condemnation, eminent domain proceedings or assessment for public improvements against improvement that affect any Leased Real Property or any written notice part thereof, and neither the Company nor any Company Subsidiary has received any notice, oral or Order by written, of the intention of any Governmental Body, insurance company or board of fire underwriters Authority or other body exercising similar functions that Person to take or use any Leased Real Property or any part thereof. (h) All buildings, structures and other improvements located on each piece of Leased Real Property are structurally sound, in good condition, working order and repair (ordinary wear and tear excepted). There exist no structural or other material defects or damages in or to any Leased Real Property. (i) relates to violations of zoningNeither the Company nor any Company Subsidiary owns or holds, land useor is obligated under or a party to, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of real estate or any portion thereof or interest therein, other than the Real PropertyProperty Leases.

Real Property. (a) Neither Traq nor any of its Subsidiaries owns real property. (b) Section 3.16(b) of the Traq Disclosure Schedule 4.16 discloses and summarizes all lists each parcel of real properties currently owned, occupied, used or property leased by Seller Traq or in which Seller has an interest that are included in any of its Subsidiaries (the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all ‘Traq Leased Real Property”). Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title With respect to all Traq Leased Real Property shown as owned by it on Schedule 4.16Property, Traq and each of its Subsidiaries has peaceful and undisturbed possession thereof and has valid leasehold interests providing exclusive and legally enforceable rights to use such Traq Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances, . (c) No Traq Leased Real Property is used for any purpose other than Permitted Encumbrancesthe conduct of the business of Traq or its Subsidiaries. Seller Except as set forth in Section 3.16(c) of the Traq Disclosure Schedule, neither Traq nor any of its Subsidiaries has the right to quiet enjoyment leased or subleased any of all Traq Leased Real Property in which it holds to any other Person, nor has Traq or any of its Subsidiaries assigned its interest under any Real Property Lease to any third party. Traq and each of its Subsidiaries has delivered or made available to Tangoe a leasehold interest for true, correct and complete copy of each of the full termleases and subleases with respect to Traq Leased Real Property, including all renewal rightsamendments, of the leasehold interest. Schedule 4.16 identifies supplements or other modifications thereto (each such lease agreementor sublease, and all amendments and supplements theretoas amended, for each parcel of supplemented or modified, being referred to herein as a “Real Property shown Lease”). Each Real Property Lease is legal, valid, binding and enforceable against Traq or any of its Subsidiaries, as leased by Seller on Schedule 4.16the case may be, in accordance with the terms thereof, subject to the Equitable Exceptions. Seller has not received Neither Traq nor any written notice of assessments for public improvements against its Subsidiaries is in breach or default under any Real Property Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the passage of time or both, would constitute a breach or default by Traq or any written notice of its Subsidiaries, permit the termination, modification or Order by any Governmental Body, insurance company or board acceleration of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to rent under any Real Property Lease. Neither Traq nor any of its Subsidiaries has received any notice of cancellation or (iii) requests the performance of any repairs, alterations or other work to or in termination under any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyLease.

Real Property. (a) Except as set forth on Schedule 4.16 discloses 5.19(a), neither the Company nor any of the Acquired Company Subsidiaries owns or has ever owned any direct, indirect or beneficial interest in real property. Schedule 5.19 (a) sets forth a true and summarizes complete listing, as of the date hereof, of all real properties currently ownedestate Leases to which the Company or any Acquired Company Subsidiary is a party and setting forth the address, occupiedthe name of landlord, the name of the tenant, the rent, the term, the entity in possession of any sublease, the amount of security deposit, if any, whether the real property is used exclusively by the Acquired Company Subsidiaries or leased is shared with other businesses operated by any Seller or any Affiliates of any Seller for each Lease. The Company has delivered to Buyer correct and complete copies of the Leases (as amended or supplemented). Each Lease is legal, valid, binding, in which Seller full force and effect, has an interest that are included not been modified or amended, and enforceable in accordance with its respective terms against the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectivelyCompany, the "REAL PROPERTY"Acquired Company Subsidiaries or their Affiliates party thereto and, to the Knowledge of the Company, against the other parties thereto. (b) Each Lease grants the tenant under the Lease the exclusive right to use and identifies occupy the record title holder of all Real Propertypremises and rights demised and intended to be demised thereunder. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller The tenant in each Lease has good and marketable fee simple valid title to all Real Property shown as owned by it on Schedule 4.16, the leasehold estate under its respective Leases free and clear of all any Encumbrances, other than Permitted Encumbrancesobligations under such Lease. Seller has The Company and the Acquired Company Subsidiaries have the right to quiet enjoyment of all Real Property in which it holds a leasehold interest material property leased by any of them for the full term, including all term of each such Lease (or any renewal rights, of option) relating thereto. (c) Neither the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller Company nor any Acquired Company Subsidiary has not given or received any written notice notification that disputes the computation of assessments for public improvements against any Real Property rents or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates charges payable pursuant to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is Leases and there are no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or unresolved material disputes with any landlord under the Leases. (d) There are no subtenants occupying any portion of the Leased Real PropertyProperties, and except for the Company and any Acquired Company Subsidiary, no other person or entity has any right to occupy or possess any portion of the Leased Real Properties. Seller None of the Company's or any Acquired Company Subsidiary's interest in any of the Leased Real Properties have been pledged, assigned, hypothecated, mortgaged, or otherwise encumbered in any manner. (e) No written waiver, indulgence or postponement of the applicable landlord's obligations under any Lease has not received been granted by the Company or any written Acquired Company Subsidiary. Neither the Company nor any Acquired Company Subsidiary is entitled to any free rent or similar concession and no rent has been prepaid for more than one month in advance and neither the Company nor any Acquired Company Subsidiary is entitled to any refund of any rent or other sums heretofore paid to any landlord. (f) No construction, alteration, decoration or other work due to be performed by the Company, any Acquired Company Subsidiary and/or any landlord pursuant to any Lease, remains to be performed thereunder and all construction allowances to be paid to the Company or any Acquired Company Subsidiary or any other sums to be paid to outside contractors or other third parties for work performed at any of the Leased Real Properties has been paid in full. (g) Except as set forth in Schedule 5.19(g), neither the Company nor any Acquired Company Subsidiary has vacated or abandoned any of the Leased Real Properties, or given notice of its intent to do the same. Except as set forth in Schedule 5.19(g), neither the Company nor any proposedAcquired Company Subsidiary has the right or option to purchase or otherwise acquire any of the Leased Real Properties. Except as set forth in Schedule 5.19(g), planned neither the Company or actual curtailment of service of any utility supplied Acquired Company Subsidiary has given notice to any facility located on the Real Property. There exists no outstanding landlord indicating that it will or will not exercise any extension or renewal option, or any right of first refusal or other contractual right option to purchase, sell, assign or dispose of purchase any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Leased Real PropertyProperties or any portion thereof.

Real Property. (a) The Sellers do not own any real property. Schedule 4.16 discloses 5.10(a) contains a true and summarizes correct description of all leases, licenses, permits, subleases, and occupancy agreements or arrangements, together with any amendments thereto effective as of immediately prior to the Closing (the “Real Property Leases”), with respect to all real properties currently ownedproperty used, occupiedoccupied or held for use in connection with any Business (the “Leased Real Property”). Effective as of the Closing, used each of such Real Property Leases has been terminated in accordance with its terms, and the Sellers do not have any rights or leased obligations with respect to the Leased Real Property. True, complete and accurate copies of the Real Property Leases and evidence of their termination have been delivered to the Purchasers. Except as set forth on Schedule 5.10(a), no Person has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its interest under any Real Property Lease, or subleased all or any part of the space demised thereby, or granted any right to the possession, use, occupancy or enjoyment of any Leased Real Property. No option has been exercised under any of such Real Property Leases, except options whose exercise has been evidenced by Seller a written document, a true, complete and accurate copy of which has been delivered to the Purchasers with the corresponding Real Property Lease. Neither the Sellers nor, to the Knowledge of the Sellers, any of the other parties to any of the Real Property Leases is in default under any of the Real Property Leases, and no amount due under any of the Real Property Leases remains unpaid, no controversy, claim, dispute or in disagreement exists between any of the parties to any of the Real Property Leases, and no event has occurred which Seller has an interest that are included in with the Purchased Assets passage of time or giving of notice, or both, would constitute a default under any of the Real Property Leases. (such real propertiesb) The Leased Real Property constitutes all of the land, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances fixtures and related other interests and rights of every nature, collectively, in real property that are used or occupied by the "REAL PROPERTY") and identifies Sellers in connection with the record title holder of all Real PropertyBusinesses. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all The Leased Real Property owned by Seller. Seller has good access to public roads and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest utilities necessary for the full term, including all renewal rights, operation of the leasehold interest. Schedule 4.16 identifies each lease agreement, Businesses as now conducted and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates proposed to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Propertybe conducted. There is no pending condemnationor, expropriationto the Knowledge of the Sellers, eminent domain threatened condemnation of any part of the Leased Real Property by any Governmental Body. The Sellers have not received any notice from any utility company or similar proceeding municipality of any fact or condition which could result in the discontinuation of presently available or otherwise necessary sewer, water, electric, gas telephone or other utilities or services for the Leased Real Property. All public utilities required for the operation of the Leased Real Property and necessary for the conduct of the Businesses are installed and operating, and all installation and connection charges, to the Knowledge of the Sellers, are paid in full. Effective as of immediately prior to the Closing, the Sellers are in sole possession of the Leased Real Property. (c) To the Knowledge of the Sellers, there are no encroachments upon any of the parcels comprising the Leased Real Property (other than such encroachments as would not affect the usability of the Leased Real Property) and no portion of any improvement encroaches upon any property not included within the Leased Real Property or upon the area of any easement affecting the Leased Real Property. (d) To the Knowledge of the Sellers, the Leased Real Property and fixtures and improvements thereon are in good operating condition without structural defects. All mechanical and other building systems located on the Leased Real Property are (i) in good operating condition, and no condition exists requiring material repairs, alterations or corrections, and (ii) suitable, sufficient and appropriate in all respects for their current and contemplated uses. None of the improvements located on the Leased Real Property or uses being made of the Leased Real Property constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Law. (e) To the Knowledge of the Sellers, the Leased Real Property is not subject to zoning, use or building code restrictions that would prohibit, and no state of facts exists with respect to the Leased Real Property that would prevent, the continued leasing or use of such Leased Real Property in the Businesses as now conducted or proposed to be conducted. Without limiting the foregoing, to the Knowledge of the Sellers, there is no pending or proposed Legal Proceeding to change or redefine the zoning classification of all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Leased Real Property.

Real Property. (a) Schedule 4.16 discloses 5.9(A)(1) sets forth a list and summarizes all brief description of each lease, sublease, license or similar agreement (showing the parties thereto, current annual rental, and the location of the real properties currently ownedproperty covered by such lease or other agreement) (the “Real Property Leases”) under which any Acquired Company is lessee, occupiedsublessee, used licensee of, or leased holds or operates, any real property owned by Seller or in which Seller has an interest that are included in any third Person (the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights “Leased Real Property”). To the Knowledge of every nature, collectivelySellers, the "REAL PROPERTY") and identifies Acquired Companies have valid leasehold interests in all of the record title holder of all Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Encumbrances except for Permitted Encumbrances. Seller has Except as set forth in Schedule 5.9(A)(2), and subject to the terms of the Real Property Leases, the Acquired Companies have the right to quiet enjoyment of all the Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, term of the leasehold interest. Schedule 4.16 identifies each lease agreementlease, sublease, license or similar agreement (and any renewal option related thereto) relating thereto, and all amendments the leasehold, subleasehold, license or other interest of the Acquired Companies in the Leased Real Property is not subject or subordinate to any Encumbrance except for Permitted Encumbrances. Except for the Real Property Leases, and supplements theretoexcept for Permitted Encumbrances, for there are no material agreements or other documents governing or affecting the occupancy or tenancy of any of the Leased Real Property by the Acquired Companies. Except as set forth on Schedule 5.9(A)(3), there are no security deposits under the Real Property Leases. None of the Acquired Companies has assigned, transferred or pledged any interest in any of the Real Property Leases. Complete and correct copies of any title opinions, title insurance policies or title insurance commitments (and underlying documents), property reports and similar agreements, surveys, appraisals, the most recent estoppels and subordination non disturbance and attornment agreements in Sellers’ or the Acquired Companies’ possession with respect to each parcel of Leased Real Property shown as leased have heretofore been made available by Seller on Schedule 4.16. Seller has not received Sellers to Buyers. (b) To the Knowledge of Sellers, neither the whole nor any written notice part of assessments for public improvements against any the Leased Real Property is subject to any pending suit for condemnation or any written notice or Order other taking by any Governmental Body, insurance company or board of fire underwriters nor is any such condemnation or other body exercising similar functions that taking threatened or contemplated. (ic) relates to violations of zoningNo Acquired Company owns or leases, land usesubleases (as sublessee), building, safety licenses or fire ordinances or regulations, (ii) claims occupies any defect or deficiency with respect to any Real Property or (iii) requests real property other than the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Leased Real Property. There No Acquired Company is no pending condemnationobligated or bound by any options, expropriation, eminent domain obligations or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right rights of first refusal or other contractual right rights to purchase, sell, assign lease or dispose acquire any real property. (d) To the Knowledge of any owned the Sellers, all buildings, structures, facilities and improvements located on the Leased Real Property. Seller has , including buildings, structures, facilities and improvements which are under construction are in all certificates of occupancy material respects in reasonable operating and Governmental Authorizations necessary serviceable condition (subject to normal wear and tear) and are adequate for current and continued use and operation of the Real Propertypurposes for which they are presently used. (e) The proper street address for the real property covered by the A-3 Investments Lease (as defined in Schedule 5.9(A)(1)), is 2844 South ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇.

Real Property. (a) The Company does not own any real property, nor has the Company ever owned any real property. (b) Section 3.12(b) of the Company Disclosure Schedule 4.16 discloses sets forth an accurate and summarizes complete description (by subject leased real property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all real properties currently owned, occupied, used or leased by Seller or property in which Seller the Company has an interest that are included in the Purchased Assets a leasehold or subleasehold estate or other right to use or occupy (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") “Leased Real Property”). The Company has made available to the Purchaser accurate and identifies the record title holder complete copies of all leases and other Contracts granting a right in or relating to the Leased Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all . (c) The Company holds valid leasehold interests in its Leased Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16Property, free and clear of all any Encumbrances, other than Permitted Encumbrances. Seller has . (d) Use of the right to quiet enjoyment of all Leased Real Property in for the various purposes for which it holds a leasehold interest is presently being used is permitted as of right under applicable zoning Laws and is not subject to “permitted non-conforming” use or structure classifications. All buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Leased Real Property (collectively, the “Improvements”) are in compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. The Leased Real Property is supplied with utilities and other services necessary for the full term, including all renewal rights, operation of the leasehold interest. Schedule 4.16 identifies each lease agreement, businesses of the Company and all amendments and supplements thereto, for each parcel of Leased Real Property shown as leased by Seller abuts on Schedule 4.16. Seller and has not received any written notice direct vehicular access to an improved public road or access to an improved public road via a permanent, irrevocable appurtenant easement improved with a road benefiting the parcel of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Leased Real Property. There . (e) No Person other than the Company is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or in possession of any portion of the Leased Real Property. Seller The Company has not granted to any Person the right to use or occupy any portion of any parcel of Leased Real Property, and the Company has not received any written notice of any proposed, planned or actual curtailment of service claim of any utility supplied Person to any facility located on the contrary. (f) The Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are free from latent and patent defects, are suitable for the purposes for which they are being used and planned to be used by the Company and have been maintained in accordance with normal industry practice. The Leased Real Property. There exists no outstanding option, right of first refusal Property constitutes all such property used in or other contractual right necessary to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation conduct the businesses of the Real PropertyCompany as conducted and as planned to be conducted by the Company.

Real Property. (a) Section 3.13 of the Stockholder’s Disclosure Schedule 4.16 discloses contains a true, correct and summarizes complete list of (i) each parcel of real property owned beneficially or of record by any Group Company (together with all real properties currently ownedImprovements located thereon and all easements, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholdsrights of way, privileges, rightstransferable licenses, appurtenances and other rights associated therewith, the “Owned Real Property”) and includes the name of the owner thereof, and (ii) each parcel of real property leased, subleased or occupied to or by any Group Company (together with all Improvements located thereon and all easements, hereditaments, Appurtenances and related rights of every natureway, collectivelyprivileges, transferable licenses, appurtenances and other rights associated therewith, the "REAL PROPERTY"“Leased Real Property” and together with the Owned Real Property, the “Real Property”) and identifies includes the record title holder names of the parties to such lease or sublease, the date of such lease or sublease, any amendments thereto, the expiration date of such lease or sublease and any consents, approvals or other documents necessary or required such that each such 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 as of the Closing. Other than the Real Property. Schedule 4.16 identifies the correct legal description, street address no Group Company owns any real property and tax parcel identification number of all tractsno Group Company is a tenant, parcels and subdivided lots of all Real Property owned by Seller. Seller landlord or other party under any lease, sublease, license or other occupancy agreement relating to real property. (b) A Group Company has good and marketable marketable, fee simple title to all each Owned Real Property shown as owned by it on Schedule 4.16and has a valid leasehold interest in each Leased Real Property and a Group Company is in exclusive physical possession of each parcel of Real Property and all Improvements thereon, and each such parcel is free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. Seller One or more of the Group Companies has such rights of ingress and egress with respect to the Real Property and the Improvements thereon as are required to conduct the applicable portions of the Business in a safe, efficient and lawful manner consistent with past practice. None of such Real Property, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other Law in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance). No Group Company is a party to any Contract for the sale of all or any part of the Owned Real Property and no Group Company has granted to any Person any right of first refusal, option or other right to purchase, all or any portion of any Owned Real Property or any interest therein. (c) One or more of the Group Companies has a valid and subsisting leasehold estate in and the right to quiet enjoyment of all the Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, term of the leasehold interestlease of such properties. Schedule 4.16 identifies Each lease referred to in clause (ii) of paragraph (a) (“Lease”) above is a legal, valid and binding agreement, in full force and effect and enforceable in accordance with its terms. There is no, and no Group Company has received notice of any, default thereunder, nor has any condition or event occurred which, with the giving of notice or the lapse of time or both, would constitute a default thereunder. Without limiting the generality of the foregoing, the relevant Group Company is current in the payment of all rent and other payment obligations, if any, due under each Lease and has not prepaid more than one month’s rent thereunder. None of the Group Companies owes any brokerage commissions with respect to any such Lease or any of the Leased Real Property (including any contingent obligation in respect of future lease agreementextensions). (d) The Company has delivered to Alpine true and complete copies of (i) all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports (together with copies of all documents forming exceptions thereto), surveys and similar documents, and all amendments thereof, with respect to the Owned Real Property, and supplements thereto(ii) all Leases (including all amendments and renewal letters, for each parcel if any, and underlying leases in the case of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Bodysubleases) and, insurance company or board of fire underwriters or to the extent reasonably available, all other body exercising similar functions that documents referred to in clause (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, this paragraph (iid) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Leased Real Property. Each Lease contains the entire agreement between the landlord of the Leased Real Property and the relevant Group Company and there are no other agreements between the parties thereto affecting such Leased Real Property. (e) All Improvements and equipment included in the Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used. (f) The Real Property includes all real property and Improvements that are used or held for use in connection with the conduct of the Business as presently conducted and as presently planned to be conducted. (g) There is are no condemnation or appropriation proceedings pending condemnationor, expropriationto the knowledge of Stockholder, eminent domain or similar proceeding affecting threatened against all or any portion of any of the Real Property or the improvements thereon. There are no pending or anticipated zoning or other land-use regulation proceedings which would adversely affect the use, operation or value of any of the Real Property. Seller has not received , or any written notice special assessment proceedings affecting any of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Owned Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller . (h) The relevant Group Company has all certificates of occupancy and Governmental Authorizations necessary required by applicable Governmental Authorities for current and continued use the use, occupancy and operation of the Real Property as it is presently operated, used and occupied. The Real Property and the Group Companies’ use and operation thereof complies in all material respects with all applicable Laws. No Group Company has received any notice of any non-compliance or alleged non-compliance with any applicable Laws regarding the Real Property. (i) All water, waste, electric, sewer and other utilities required for the present use and operation of each Real Property are physically and lawfully in place and functioning.

Real Property. (a) Schedule 4.16 discloses 4.10(a)(ii) to the Disclosure Letter sets forth a true and summarizes complete list of all real properties currently owned, occupied, used or leased owned by Seller or in which Seller has an interest that are included in the Purchased Assets Company (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTYCompany Owned Real Property") and identifies Schedule 4.10(a)(i) to the record title holder Disclosure Letter sets forth a true and complete list of all the Business Owned Real Property. Except as disclosed on Schedule 4.16 identifies 4.10(a)(iii) to the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Disclosure Letter: (i) the Company has good and marketable fee simple valid title to all the Company Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, any Encumbrances other than Permitted Encumbrances; (ii) CECA has valid title to the Business Owned Real Property, free and clear of any Encumbrances other than Permitted Encumbrances; (iii) there are no leases, subleases, licenses, concessions or other similar agreements, granting to any third parties the right of use or occupancy of any portion of the Company Owned Real Property or the Business Owned Real Property; (iv) to the knowledge of the Sellers, all buildings and constructions on the Company Owned Real Property and on the Business Owned Real Property which are material to the conduct of the Business or the business of the Company as currently conducted are in normal working condition and structurally sound, subject to ordinary wear and tear and taking into account the age of such Real Property, the past activities conducted therein and required maintenance capital expenditures and periodic shutdowns in the ordinary course; (v) other than the headquarters (siège social) of CECA and the Leased Real Property, the Company and CECA (in respect of the Business) do not use or occupy in any manner whatsoever, for the operation of the Business, any real property other than the Company Owned Real Property and the Business Owned Real Property; (vi) no consent, approval, authorization, waiver or agreement of any Person is required to be obtained in connection with the transfer or assignment of the Business Owned Real Property pursuant to the transactions contemplated by this Agreement; and (vii) as of April 14, 2016, neither the Company nor CECA (in respect of the Business) is a party to, or bound by, any agreement, contract, arrangement or order issued by Governmental Authorities whereby the Company or CECA (in respect of the Business) has the obligation to dispose of, assign, transfer, remedy or demolish real properties owned by the Company or CECA (in respect of the Business) or purchase, assume or otherwise acquire as transferee real estate properties not currently owned by the Company or CECA (in respect of the Business). (b) Schedule 4.10(b) to the Disclosure Letter sets forth a true and complete list of all real properties leased or otherwise occupied by (x) the Company and which are material to its business as presently conducted or involved in calendar year 2015 the expenditure by the Company in an aggregate amount in excess of fifty thousand (50,000.00) euro (the "Company Leased Real Property") and (y) CECA and which are exclusively used or held for use for the operation of the Business ((the "Business Leased Real Property" and, together with the Company Leased Real Property, the "Leased Real Property"). Seller Except as disclosed on Schedule 4.10(b) to the Disclosure Letter: (i) assuming valid title in the lessor of such Leased Real Property, each of CECA and the Company has the right to quiet enjoyment of occupy and use all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Leased Real Property shown on such Schedule as leased by Seller on Schedule 4.16. Seller it; (ii) as of the date hereof, no party to any such Leased Real Property has not received any given the Company written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that of: (i) relates to violations any material increase after the date hereof in rent or charges, other than an increase in accordance with the terms of zoning, land use, building, safety such lease or fire ordinances occupancy agreement or regulations, applicable Laws; (ii) claims any defect non-renewal of occupancy after the date hereof; (iii) any material variation, cancellation or deficiency termination after the date hereof of any such lease or occupancy agreement; or (iv) any claim with respect to any Real Property breach or default under any such lease or occupancy agreement, the consequences of which, individually or in the aggregate, might reasonably be expected to result in the termination after the date hereof by the lessor of such lease or occupancy agreement; and (iii) requests the performance no consent, approval, authorization, waiver or agreement of any repairs, alterations Person is required to be obtained in connection with the transfer or other work to or assignment of the rights of CECA in any respect of the Business Leased Real Property or in any streets bounding pursuant to the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertytransactions contemplated by this Agreement.

Real Property. (a) Seller does not own any real property; (b) Schedule 4.16 discloses 5.9(b) sets forth a true and summarizes complete description of all real properties currently ownedproperty leased, occupied, licensed to or otherwise used or leased occupied (but not owned) by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") “Leased Real Property”). Seller has a valid and identifies subsisting leasehold estate in the record title holder of all Leased Real Property. Schedule 4.16 identifies A true and correct copy of each such lease, license, or occupancy agreement, and any amendments thereto, with respect to the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Leased Real Property owned (collectively, the “Real Property Leases”) has been delivered to Buyer, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by Seller pursuant to a Real Property Lease. With respect to each Real Property Lease: (i) such Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not be redeposited in full, (iii) there is no existing default by Seller. Seller has good and marketable fee simple title , or, to all the Knowledge of Seller, the lessor, under any of the Real Property shown as owned Leases, and no event has occurred that (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has any party or give any party the right to quiet enjoyment of all terminate, accelerate or modify any Real Property in which it holds a leasehold interest for the full termLease, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. (iv) Seller has not received any written notice of assessments for public improvements against that it is in default under any Real Property Lease or that the owner of any written notice Leased Real Property has made any assignment, mortgage, pledge or Order by hypothecation of such Real Property Lease or the rents or use fees due thereunder other than possible assignments of leases to lenders securing mortgages on the Leased Real Property. Except as set forth on Schedule 5.9(b), no Affiliate of Seller or Parent is the owner or lessor of any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that Leased Real Property. The Leased Real Property is (i) relates in good condition and repair (subject to violations of zoning, land use, building, safety or fire ordinances or regulations, normal wear and tear) and (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests sufficient for the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion operation of the Real PropertyBusiness as it is currently conducted. Seller has not received subleased, licensed or otherwise granted any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on Person the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign use or dispose of occupy any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Leased Real Property.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in (a) Within sixty (60) days of the issue date of the Initial Notes (which Seller has an interest that are included may be extended in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights reasonable discretion of every nature, collectivelythe Credit Agreement Agent), the "REAL PROPERTY") and identifies Company shall deliver to the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that Collateral Trustee (i) relates to violations Mortgages for each of zoningthe Burbank Studio Property, land use, building, safety or fire ordinances or regulationsDallas Studio Property and Houston Studio Property (the “Issue Date Mortgaged Properties”), (ii) claims any defect or deficiency a mortgagee’s title insurance policy reasonably acceptable to the Credit Agreement Agent (it being understood that such title policy shall not be required to include a survey endorsement) insuring a First Priority (as defined in the Credit Agreement) lien with respect to any Real Property or each Issue Date Mortgaged Property, (iii) requests to the performance extent reasonably available to the Company or any Guarantor as of the issue date of the Initial Notes, (A) surveys, (B) phase one environmental reports, (C) appraisals; and (D) other material due diligence reasonably requested by the Credit Agreement Agent, in each case related to the Issue Date Mortgaged Properties, and (iv) a customary opinion of local counsel relating to the enforceability of the Mortgages. (b) If after the issue date of the Initial Notes (i) the Company or any repairsGuarantor acquires, alterations or (ii) at the time any Person becomes a Subsidiary after the issue date of the Initial Notes (other work than a Subsidiary that is not required to become a Guarantor), such Person holds, any Material Leasehold Property (as defined in the Credit Agreement), the Company, such Guarantor or such Person, as applicable, shall use commercially reasonable efforts (which shall not include the payment of money) to cause such Material Leasehold Property to be a Conforming Leasehold Interest (as defined in the Credit Agreement) but excluding any Material Leasehold Property where, in the Credit Agreement Agent’s reasonable discretion, the costs of causing such property to become a Conforming Leasehold Interest is excessive in relation to the value of the benefit to be afforded to the Holders thereby or where such property is not material to the business and operations of the Company, such Guarantor or such Person, as applicable. (c) If after the issue date of the Initial Notes (i) the Company or any Guarantor acquires, or (ii) at the time any Person becomes a Subsidiary after the issue date of the Initial Notes (other than a Subsidiary that is not required to become a Guarantor), such Person holds, a fee ownership interest in any Real Property Asset with a Fair Market Value (as defined in the Credit Agreement) as of the date of such acquisition or the date such Person becomes a Subsidiary in any streets bounding excess of $2,500,000, the Real Company, such Guarantor or such Person, as applicable, shall execute and deliver as soon as practicable thereafter a Mortgage with respect thereto, together with a title insurance policy from a financially sound and reputable insurer with respect to such Mortgaged Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all the documents listed in clause (a) above of this Section 10.09 that are reasonably available to the Company or any portion Guarantor as of the Real Property. Seller has not received any written notice date of any proposedsuch acquisition or the date such Person becomes a Subsidiary, planned or actual curtailment as applicable, and a customary local counsel legal opinion with respect to the Mortgage for such Mortgaged Property listed in clause (a) of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertythis Section 10.09.

Real Property. The Company has no real property interests, except as follows: (a) Schedule 4.16 discloses 4.12(a) lists all of the real property and summarizes interests therein owned by the Company (with all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (easements and other rights appurtenant to such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectivelyproperty, the "REAL PROPERTY") and identifies the record title holder of all “Owned Real Property”). Except as set forth on Schedule 4.16 identifies 4.12(a), the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Company has good and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all any Encumbrances, other than except Permitted Encumbrances. Seller has the right to quiet enjoyment The Company is not a lessor of all any parcel of Owned Real Property in or any portion thereof or interest therein. (b) Schedule 4.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by the Company (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 4.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which it the Company holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). Except as set forth on Schedule 4.12(b), the leasehold interest for of the full termCompany with respect to each item of Leased Real Property is free and clear of any Encumbrances, including except Permitted Encumbrances. The Company is not a sublessor of, or has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by the Company with respect to any Lease have been paid in full. (c) The Owned Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all renewal interests in real property currently used in connection with the business of the Company. The Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use, occupancy, value or marketability of title to the Real Property, (ii) as set forth in Schedule 4.12(c) or (iii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To the Knowledge of the Company, all buildings, plants, structures and other improvements owned or used by the Company lie wholly within the boundaries of the Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. Except as set forth in Schedule 4.12(c), to the leasehold interest. Schedule 4.16 identifies each lease agreementKnoweledge of the Company, the Real Property complies with all Laws, including zoning requirements, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller the Company has not received any written notice of assessments for public notifications from any Governmental Body or insurance company recommending improvements against any to the Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates actions relative to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnationThe Company has made available to the Buyer a copy of each deed and other instrument (as recorded) by which the Company acquired any Real Property and a copy of each title insurance policy, expropriationopinion, eminent domain or similar proceeding affecting all or abstract, survey and appraisal relating to any portion of the Real Property. Seller has The Company is not received a party to or bound by any written notice Contract (including any option) for the purchase or sale of any proposed, planned real estate interest or actual curtailment of service any Contract for the lease to or from the Company of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation real estate interest not currently in possession of the Real PropertyCompany.

Real Property. (a) Schedule 4.16 discloses 3.15(a) contains a true, correct and summarizes all complete list of each parcel of real properties currently ownedproperty (including the street address, occupieda general description of the improvements thereon and the current use thereof, used and identity of the fee owner) owned in fee on the date hereof by an Target Entity or leased by Seller which a Target Entity has an option to purchase, sell or in which is otherwise obligated to purchase or sell (the “Owned Real Property”). Seller has an interest that are included provided Buyer with true, correct and complete copies of (i) all title insurance policies and/or commitments currently insuring the Company’s interests in the Purchased Assets Owned Real Property, and (such real propertiesii) all documents, including buildingsinstruments or matters of record, structuresand all agreements to which the Company is a party, fixturesaffecting any Owned Real Property, improvements(iii) all surveys for the Owned Real Property, leaseholds(iv) certificates of occupancy and any material permits for the Owned Real Property, privileges(v) appraisals for the Real Property (to the extent obtained within the last five (5) years by any of the Target Entities), rights(vi) operating statements regarding each parcel of Owned Real Property for the past three (3) calendar years and year-to-date, easementsand (vii) copies of any service contracts, hereditaments, Appurtenances and related rights of every nature, collectively, property management agreements or leasing commission agreements affecting the "REAL PROPERTY") and identifies the record title holder of all Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Each Target Entity (as applicable) has good and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16, and the Improvements located thereon free and clear of all Encumbrancesany Lien, other than Permitted EncumbrancesLiens. Seller There are no adverse parties or parties other than an Target Entity in possession of any Owned Real Property, any Improvements, or any portion or portions thereof, and on the Closing Date the Owned Real Property and the Improvements will be free and clear of any and all leases, licensees, occupants or tenants (other than the Company) except as set forth on Schedule 3.15(a), and except for Permitted Liens. Each parcel of Owned Real Property is separately assessed for tax purposes. To the Company’s Knowledge, there are no unrecorded contractual or unrecorded legal restrictions that preclude or restrict the ability to use the Owned Real Property for the purposes for which it is currently being used. (b) Schedule 3.15(b) contains a true, correct and complete list of all leases, subleases, licenses and other agreements (including all amendments and modifications thereto and guaranties executed in connection therewith) to which any Target Entity is a party as lessee, sublessee, lessor, sublessor, licensee or licensor, or otherwise, pursuant to which any Target Entity is has a right or an obligation or option to lease, sublease or license or otherwise use and/or occupy any land, buildings, structures, improvements, fixtures or other interest in real property (the “Real Property Leases”), including the address of each parcel of real property leased under the Real Property Leases and the names of the parties thereto (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). (c) No Target Entity is a party to any other real property lease, occupancy or license agreement other than the Real Property Leases. The Target Entities have made available to Buyer a true, correct and complete copy of each Real Property Lease and all amendments thereto together with any guarantees thereof. No Target Entity has assigned or transferred any Real Property Lease or any interest therein, nor entered into any written sublease, license, option, right, concession or other agreement or arrangement granting to any Person the right to quiet enjoyment use or occupy all or any portion of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Leased Real Property or any written notice interest therein. There are no adverse parties or Order parties other than the applicable Target Entity or the applicable fee owner of the Leased Real Property that are in possession of any Leased Real Property or the leased improvements thereon or any portion or portions thereof, and on the Closing Date the applicable Target Entity’s leasehold interests in the Leased Real Property under the applicable Real Property Lease will be free and clear of any and all subleases, leases, licensees, occupants or tenants (other than such Target Entity). Schedule 3.15(c) sets forth those Real Property Leases that require the applicable Target Entity to notify or obtain the approval of the lessor or that may be terminated by the lessor as a result of the transactions contemplated by this Agreement. Each applicable Target Entity has obtained all consents required under each Real Property Lease in connection with the transactions contemplated by this Agreement and each Closing hereunder shall not constitute a default or breach under any Real Property Lease. (d) With respect to each Real Property Lease, (i) the Real Property Lease is legal, valid, binding, enforceable obligation of the Company that is party thereto and, to the Company’s Knowledge, each Real Property Lease is a legal, valid and enforceable obligation of the other parties thereto; (ii) the Target Entity’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and there are no disputes with respect to such Real Property Lease; and (iii) no party under such Real Property Lease is in breach, violation or default thereunder, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. (e) The use of the Real Property by the Target Entities is permitted as of right under all applicable zoning Laws and is not subject to “permitted nonconforming” use or structure classifications. To the Company’s Knowledge, there are no zoning or other use restrictions, or any pending or threatened applications, requests or proceedings, to alter or further restrict any zoning or other use restrictions applicable to any Real Property, any Improvements or any portion of the foregoing. The use and operation of the Real Property in the conduct of the Company’s business does not violate any Applicable Law, covenant, condition, restriction, easement, license, Permit or agreement. The Real Property is suitable for the purposes for which it is currently used in connection with the business of the Company and its Subsidiaries, and has been maintained and used in good working order, and with respect to the Leased Real Property, in accordance with the terms of the Real Property Leases. Except as set forth on Schedule 3.15(e), each Real Property and all of the buildings thereon, including the structural components of such buildings (including roofing, walls and floors), fixtures and other material improvements owned or leased by a Target Entity, and all building systems and parking areas serving the Real Property are in good working order and repair and comply with all applicable Laws and any covenants or restrictions affecting the real property in which the Real Property is situated. All worked to be completed at any Leased Real Property (including any tenant improvements, landlord’s work or similar work) by or on behalf of any Target Entity or the landlord under the respective Real Property Lease has been completed in accordance with the terms and conditions thereof. All Permits, licenses, authorizations and certificates of occupancy required by any Governmental BodyEntity for the management, insurance company occupancy or board operation of fire underwriters the Real Property are in full force and effect and no Target Entity has received any notice from any Governmental Entity revoking, amending, modifying or terminating any such Permit, license, authorization or certificate of occupancy. All contracts or agreements necessary for the operation and maintenance of each Real Property are in full force and effect and there are no breaches or defaults, and there does not exist any event which, with the giving of notice or the lapse of time or both would constitute a breach or default under any such contract or agreement. No Target Entity is in default of any of its obligations or covenants under any agreement encumbering or otherwise pertaining to any Real Property. No other real property is necessary for the conduct of the business in the manner currently conducted by the Target Entities. No portion of the Real Property is subject to any pending condemnation, expropriation or eminent domain Suit or other body exercising similar functions that Suit by any Governmental Entity and, to the Company’s Knowledge, there is no threat of condemnation, expropriation or eminent domain Suit or other Suits with respect thereto. Each Real Property abuts on and has direct vehicular access to a public road, or has legal and practical access to a public road via an easement benefiting such Real Property and no notice has been received by any Target Entity relating to the termination or impairment of such access. To the Company’s Knowledge, all water, sewer, gas, electric, telephone, drainage and other utility equipment, facilities and services required by applicable Laws or necessary for the operation of the Improvements are installed, connected and operated pursuant to valid Permits, if applicable, and no notice has been received by the Company regarding the termination or impairment of any such service. (if) relates to violations of zoning, land use, building, safety No Target Entity owes any brokerage commissions or fire ordinances or regulations, (ii) claims any defect or deficiency finder’s fees with respect to any Real Property Lease and no brokerage commission or (iii) requests finder’s fee will be payable by any Target Entity with respect to the performance exercise of any repairs, alterations renewal or other work to or in extension of the term of any Real Property Lease. Except as set forth in Schedule 3.15(f), no security deposit or in any streets bounding portion thereof deposited with respect to the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all Property Leases or any portion other lease agreement for the Leased Real Property has been applied in respect of a breach or default under the Real Property. Seller Property Lease or any such other lease agreement which has not received been re-deposited in full. No Related Party owns or leases any written notice of any proposed, planned properties or actual curtailment of service of any utility supplied to any facility located on assets that are used in the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertybusiness.

Real Property. (a) Schedule 4.16 discloses 4.12(a) sets forth the name, physical address and summarizes all real properties currently ownedbrief description of the Facility, occupiedwhether the Real Property comprising the Facility is Owned Real Property or Leased Real Property, used or leased by Seller or in which Seller has an interest that are included in and the Purchased Assets correct legal name of the owner of the Facility. (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances b) Schedule 4.12(b) sets forth the physical address and related rights legal description of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder each parcel of all Owned Real Property. Schedule 4.16 identifies Seller owns, and (in the correct legal descriptioncase of the Owned Real Property) at the Closing, street address Seller will convey to Buyer in the SWDs, good, marketable and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable insurable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has a▇▇▇▇▇ that title to the Owned Real Property shall not be altered or encumbered between the date of this Agreement and the Closing Date without, in each instance, Buyer’s ▇▇▇▇▇ written approval. Except as set forth on Schedule 4.12(b), other than the right of Buyer pursuant to quiet enjoyment this Agreement, there are no outstanding agreements, options, rights of first offer or rights of first refusal to sell such Owned Real Property or any portion thereof or interest therein. No Seller Affiliate or any other Person has any ownership or leasehold interest in any of the Owned Real Property or the Facility (except for tenants under the Third Party Leases). (c) Schedule 4.12(c) sets forth an accurate and complete list of the physical addresses of all of the Leased Real Property in and identifies each Tenant Lease under which it holds a leasehold interest for the full termsuch Leased Real Property is occupied or used by Seller, including all renewal rights, the date of and legal name of each of the leasehold interestparties to such Tenant Lease and any security deposit of Seller held under such Tenant Lease. Except as set forth on Schedule 4.16 identifies each lease agreement4.12(c), with respect to such Leased Real Property: (i) the applicable Tenant Lease is legal, valid, binding and in full force and effect; (ii) the assignment of such Tenant Lease will not require the consent of any party to such Tenant Lease, will not result in a breach of or default under such Tenant Lease, and will not otherwise cause such Tenant Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Effective Time; (iii) there are no ongoing material disputes with respect to such Tenant Lease; (iv) no Seller, Seller Affiliate, nor, to the Knowledge of Seller, any other party to such Tenant Lease is in material breach or material default under such Tenant Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit the termination, material modification or acceleration of rent under such Tenant Lease; (v) no security deposit or portion thereof deposited with respect to such Tenant Lease has been applied in respect of a breach or default under such Tenant Lease that has not been re-deposited in full; (vi) there are no Encumbrances on the estate or interest created by such Tenant Lease other than Permitted Encumbrances; (vii) there are no outstanding agreements, options, rights of first offer or rights of first refusal with respect to Tenant Leases; (viii) Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, imposed an Encumbrance upon, or encumbered any interest in the estate or interest created by each Tenant Lease; and (ix) all amendments rents and supplements theretoother sums due under the Tenant Leases have been paid. Seller holds, for and at the Closing, Seller will assign to Buyer in the Assignment and Assumption Agreement, good, marketable and insurable leasehold title to all of the Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. (d) Schedule 4.12(d) sets forth an accurate and complete list and rent roll of all existing Third Party Leases. (e) Except as set forth on Schedule 4.12(e), with respect to each parcel of Real Property shown as leased Third Party Lease: (i) the Third Party Lease is legal, valid, binding and in full force and effect; (ii) the execution, delivery and performance by Seller of this Agreement, and the consummation of the Contemplated Transactions, do not or shall not (as the case may be) require the consent of any party to such Third Party Lease, will not result in a breach of or default under such Third Party Lease, and will not otherwise cause such Third Party Lease to cease to be legal, valid, binding, enforceable and in full force and effect on Schedule 4.16. identical terms following the Effective Time; (iii) there are no ongoing material disputes with respect to such Third Party Lease; (iv) Seller has not received any written notice of assessments for public improvements a termination of any Third Party Lease, (v) no Seller nor, to the Knowledge of Seller, any other party to such Third Party Lease is in material breach or material default under such Third Party Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit the termination, material modification or acceleration of rent under such Third Party Lease; (vi) no security deposit or portion thereof deposited with respect to such Third Party Lease has been applied in respect of a breach or default under such Third Party Lease that has not been re-deposited in full; (vii) there are no Encumbrances on the estate or interest created by such Third Party Lease other than Permitted Encumbrances; (viii) there are no outstanding agreements, options, rights of first offer or rights of first refusal with respect to Third Party Leases; (ix) Seller has not assigned, subleased, transferred, conveyed, mortgaged, deeded in trust, imposed an Encumbrance upon, or encumbered any interest in the estate or interest created by each Third Party Lease; and (x) all rents and other sums due under the Third Party Leases have been paid. (f) Seller has made available to Buyer accurate and complete copies of the Tenant Leases and the Third Party Leases, in each case as amended or otherwise modified and in effect, together with all extension notices related thereto. (g) Seller has not received written notice from any Governmental Authority of, and there is not: (i) any pending or, to the Knowledge of Seller, threatened, condemnation Proceedings affecting the Real Property or any part thereof; (ii) any material violation of any Laws (including zoning and land use ordinances, building codes and similar requirements) with respect to the Real Property or any part thereof, which have not heretofore been cured; or (iii) any pending or, to the Knowledge of Seller, threatened, injunction, decree, Order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar Proceedings against Seller, any Seller Affiliate, or any Real Property relating to the ownership, lease, use or occupancy of such Real Property or any portion thereof which is reasonably likely to result in a material change in the condition of any Real Property or any written notice part thereof or Order by in any Governmental Bodymaterial respect prevent or limit the present operation of the improvements on the Real Property or any part thereof in any material respect. (h) As of the Closing Date, insurance company or board of fire underwriters or other body exercising similar functions that there will be no incomplete construction projects affecting the Real Property and all completed construction projects will be fully paid for and all applicable lien releases obtained. (i) relates No brokerage or leasing commissions or other compensation are due or payable by Seller or any Seller Affiliate to violations any Person, firm, corporation or other entity with respect to, or on account of, any Tenant Lease, any Third Party Lease or any extensions or renewals thereof. (j) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Real Property are adequate to serve the utility needs of zoningthe Real Property and the Business as it is operated as of the date of this Agreement, land useexcept in each case that would not reasonably be expected to be material to the Facility. All material Approvals and Permits required for said utilities have been obtained and are in full force and effect. All of said utilities are installed and operating, buildingand all installation and connection charges have been paid in full. (k) The Real Property comprises all of the real property owned or leased by Seller or any Seller Affiliate that is used in the operation of the Facility and the Business. (l) All buildings, safety or fire ordinances or regulationsstructures, fixtures, and improvements at the Real Property are structurally sound, and, when taken as a whole, are in good operating condition and good repair (ordinary wear and tear excepted). To the Knowledge of Seller: (i) all buildings, structures, fixtures, and improvements at the Real Property are free of material patent and material latent defects; and (ii) claims no material part of any defect building or deficiency structure encroaches on any real property not included in the Facility, and there are no buildings, structures, or fixtures primarily situated on adjoining property which materially encroach on any part of the Facility. During the past three (3) years, there has been no material destruction, damage or casualty with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Owned Real Property.

Real Property. (a) SECTION 5.3(a)(i) of the Disclosure Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the contains a correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which the Sellers have an ownership interest. SECTION 5.3(a)(ii) of the Disclosure Schedule contains a correct legal description, address and tax parcel identification number of all tracts, parcels and lots in which the Sellers have a leasehold interest and an accurate description (by location, name, lessor, date of lease and term expiry date) of all Real Property owned by Sellerleases. The Real Property identification in SECTIONS 5.3(a)(i) and (ii) of the Disclosure Schedule constitutes all real property necessary or required to operate the Business in the manner currently conducted. (b) No Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice alleging that such Seller is in default under any lease. No Seller is in default under any lease relating to the Real Property. (c) Each of assessments the leases in SECTION 5.3(a)(ii) of the Disclosure Schedule is, and, subject to obtaining any requisite third party consents, all of which are specified in SECTION 3.2 of the Disclosure Schedule, will be on and immediately following the Closing, valid and enforceable against the lessor or other parties thereto in accordance with its terms. There are no unwritten or oral modifications to such leases or any course of dealing or business operations that can be construed as a modification to such leases. (d) Except as shown on SCHEDULE 5.9(a) of the Disclosure Schedule, no Seller has received (and no Seller has any Basis or Knowledge that it will receive) any notice of claims that it has mined any coal that it did not have the right to mine or mined any coal in such reckless and imprudent fashion as to give rise to any claims for public improvements loss, waste or trespass. (e) No condemnation or eminent domain proceeding against any Real Property is pending or, to the Knowledge of the Sellers, threatened. (f) Each Seller has made available to the Buyer geological data, reserve data, material existing mine maps, surveys, title insurance policies, title insurance, abstracts and other evidence of title, 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 Books and Records, information, maps, reports and data in the possession of each Seller and relating to or affecting the Real Property, including the coal reserves, coal ownership, coal leases to each Seller, coal leases from each Seller to third parties, mining conditions, mines, and mining plans of each Seller as prepared and utilized by each Seller in its day-to-day Mining Activities. Notwithstanding anything in this Agreement to the contrary, the Buyer accepts the coal reserves in or under the Real Property, as is, where is, together with the mining data, free of any written notice warranty (express or Order implied) with regard to the mineability, washability, recoverability, volume, or quantity or quality of any coal reserve. The coal reserves mined by each Seller (whether such reserves are owned or leased by such Seller) are not subject to any Governmental Body, insurance company or board mining rights of fire underwriters or any other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency Person with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertysuch coal reserves.

Real Property. (a) Schedule 4.16 discloses 3.15(a) of the Disclosure Schedules lists the street address of each parcel of real property owned (the “Owned Real Property”) by the Company or its Subsidiaries. (b) Schedule 3.15(b) of the Disclosure Schedules lists the street address of each parcel of Leased Real Property and summarizes all real properties currently ownedthe identity of the lessor, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets lessee and current occupant (if different from lessee) of each such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights parcel of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Leased Real Property. Except as described in Schedule 4.16 identifies 3.15(a) and (b) of the correct legal descriptionDisclosure Schedules, street address and tax parcel identification number (a) Parent has been provided copies of all tracts, parcels and subdivided lots of all the leases in effect at the date hereof relating to the Leased Real Property owned and (b) there has not been any sublease or assignment entered into by Seller. Seller has good and marketable the Company in respect of the leases relating to the Leased Real Property. (c) Company or its Subsidiaries own fee simple title to all the Owned Real Property shown listed as owned by it Company or such subsidiary on Schedule 4.163.15(a), free and clear of all Encumbrances, Encumbrances (other than Permitted Encumbrances). Seller has the right There are no leases or other rights to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received use or occupy any written notice of assessments for public improvements against any Owned Real Property or any written notice portion thereof. (d) The Leased Real Property described on Schedule 3.15(b) constitute all of the leasehold estates under which the Company or Order its Subsidiaries is a lessee (or sublessee) of any real property. All rental and other payments currently due and payable by the Company or its Subsidiaries for each of the Leased Real Property have been paid in full. Neither Company nor any Governmental Bodyof its Subsidiaries has assigned all or any part of any Leased Real Property nor sublet, insurance company licensed or board allowed any other Person to possess any portion of fire underwriters the Leased Real Property, except as may otherwise be disclosed on Schedule 3.15(b). (e) There are no unrecorded covenants, deed restrictions, easements, leases, subleases or rights of occupancy or liens (other body exercising similar functions that (ithan Permitted Encumbrances) relates to violations which encumber any of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any the Owned Real Property or (iii) requests any property or improvements relating thereto. The Company’s use of the performance Owned Real Property and Leased Real Property does not violate any recorded or unrecorded prohibited or exclusive use rights or privileges in favor of any repairs, alterations Person. There are no brokerage commissions or other work finder's fees due from Company or its subsidiaries and unpaid with regard to or in any of the Owned Real Property or in any streets bounding the Leased Real Property, or which will become due from Company or its subsidiaries at any time in the future with regard to any Owned Real Property or Leased Real Property. (f) As of the date hereof, none of the Company nor any of its Subsidiaries has received any notice (written or otherwise) that any of the structures or buildings located on any Owned Real Property or Leased Real Property is in violation of any building, zoning, anti-pollution, health, disability access, occupational safety or other Law, and none of these properties, structures or buildings encroaches on any other property, except as may otherwise be disclosed on Schedule 3.15(f). There Each Owned Real Property and Leased Real Property has permanent open and public access and rights of ingress and egress to and from a public street or other right-of-way. No utility easement or right of way which services any portion of the Owned Real Property or Leased Real Property may be terminated by the owner or mortgagee of any property through which any such easement or right of way runs. Each Owned Real Property and Leased Real Property is serviced by all necessary utilities and/or municipal services required for the ownership and operation of the Owned Real Property or Leased Real Property subject to payment of normal and customary user fees and assessments in connection therewith and there are no recapture or other agreements providing for the termination of any such utility or municipal services applicable to the Owned Real Property and Leased Real Property. (g) No condemnation or taking proceeding is pending condemnation, expropriation, eminent domain or similar proceeding affecting threatened against all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Owned Real Property. (h) As of the date hereof, none of the Company nor any of its Subsidiaries has received any notice (written or otherwise) (i) to the effect that any condemnation or rezoning proceedings are pending or threatened with respect to the Owned Real Property, (ii) revoking or terminating any operating permit or license with respect to any of the Owned Real Property, (iii) regarding any violation of any utility, access or other easement, right or license with respect to the ownership or operation of any of the Owned Real Property, or (iv) regarding any special assessments or special taxes pending or assessed against any of the Owned Real Property and Leased Real Property relating to anticipated public improvements or public improvements theretofore completed that are not reflected on the bills or invoices for taxes.

Real Property. (a) Except as disclosed in Schedule 4.16 discloses and summarizes all real properties currently owned3.07(a), occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16and Improvements (excluding trade fixtures, tenant fixtures and automated teller machines) free and clear of all Encumbrances, Liens other than Permitted EncumbrancesLiens. Subject to the Tenant Leases described in Schedule 2.01(a)(ii)(A) and Schedule 2.15, Seller is in possession of the Owned Real Property with adequate rights of vehicular and pedestrian ingress and egress. (b) A true, correct and complete rent roll for the Tenant Leases dated as of February 28, 2003 is set forth in Schedule 3.07(b) (the "Rent Roll"). There are no Tenant Leases with respect to the Owned Real Property other than the Tenant Leases which are set forth on the Rent Roll. Except as set forth in the Rent Roll or elsewhere in Schedule 3.07(b), as of the date of this Agreement: (i) each Tenant Lease is in full force and effect; (ii) the tenants have accepted possession of, and are in occupancy of, all of their respective demised premises and have commenced the payment of rent under the Tenant Leases to the extent set forth on the Rent Roll, and to the Knowledge of Seller there are no offsets, claims or defenses to the enforcement thereof presently outstanding; (iii) all rents due and payable under the Tenant Leases have been paid and no portion of any rent has been paid for any period more than 30 days in advance; (iv) the rent payable under each Tenant Lease is the amount of rent set forth in the Rent Roll, and to the Knowledge of Seller there is no claim or basis for a claim by the tenant thereunder for an adjustment to such rent; (v) no tenant or other party in possession of any of the real property subject to the Tenant Leases has any right to purchase, or holds any right of first refusal to purchase, such properties; (vi) no Tenant Lease letter of credit has been delivered to Seller as a security deposit, or in lieu of a cash security deposit, under any Tenant Lease, (vii) there is no tenant improvement work remaining to be done under any Tenant Lease, (viii) there are no sums remaining to be paid by Seller to any tenant with respect to any Tenant Lease, whether on account of any tenant improvement work or otherwise and (ix) there are no remaining rent concessions, tenant allowances or abatements with respect to any Tenant Lease. All security deposits under the Tenant Leases are as set forth on the Rent Roll and Seller is in compliance with all Laws with respect to all security deposits. The Rent Roll sets forth the scheduled expiration date of each Tenant Lease and any arrearages in the payment of rent thereunder as of the date of the Rent Roll. Each Real Property Lease is a legal, valid and binding agreement of Seller and, to the Knowledge of Seller, of each other Person that is a party thereto, enforceable in accordance with its terms. Seller has delivered to Purchaser a true, correct and complete copy of each Real Property Lease. Except as set forth in Schedule 3.07(b), Seller does not owe and will not owe any brokerage commission in respect of the Real Property Leases. Except as set forth in Schedule 3.07(b), to the Knowledge of Seller, the other party to any Real Property Lease has not (i) subleased, licensed or assigned its interest therein to any other Person or granted to any Person the right to quiet enjoyment of all use or occupy the premises demised under the Real Property Lease, or any portion thereof, or (ii) collaterally assigned or granted a security interest in the Real Property Lease to any Person. (c) Except as disclosed in Schedule 3.07(c), to the Knowledge of Seller, all of the Owned Real Property, and the use and operation thereof, is a permitted use under all applicable zoning ordinances and regulations and does not contravene or violate any zoning, subdivision, land use, administrative or other applicable Law in any material respect. Seller has 42 not received any written notice from any Governmental or Regulatory Authority advising Seller of, (i) a violation of any such Laws or (ii) any action which it holds must be taken to avoid a leasehold interest violation thereof. To the Knowledge of Seller, there are no pending actions, suits or proceedings to revoke, attach, invalidate, rescind or modify the ordinances and regulations currently in effect and to which the Owned Real Property is subject. (d) Except as disclosed in Schedule 3.07(d), all water, sewer, gas, electric, telephone and drainage facilities and all other utilities required by law for Purchaser's use and operation of the Owned Real Property as a hotel and/or casino as presently used and operated are installed across public property or valid easements to the boundary lines of the Owned Real Property (including easements and agreements with Bazaar and Northwind). (e) Except as disclosed in Schedule 3.07(e), Seller has all licenses, permits, easements and rights-of-way, including a use permit, required from all Governmental or Regulatory Authorities having jurisdiction over the Owned Real Property or from private parties for the full term, including all renewal rights, use and operation of the leasehold interest. Schedule 4.16 identifies each lease agreementOwned Real Property as a hotel and/or casino with all of the amenities necessary for the operation of the Business and to assure vehicular and pedestrian ingress to and egress from the Owned Real Property, and all amendments such licenses, permits, easements and supplements theretorights-of-way are in full force and effect. (f) There are no pending or, for each parcel to the Knowledge of Seller, threatened condemnation proceedings relating to the Real Property shown or any part thereof, and Seller has not received written notice of any such threatened or contemplated condemnation action. (g) Except as leased disclosed in Schedule 3.07(g), Seller has not received written notice of any special tax assessment relating to the Real Property or any portion thereof. (h) Except as disclosed in Schedule 3.07(h), the Real Property (including the Improvements) constitutes all of the real property and buildings, structures, facilities, fixtures and other improvements thereon used in connection with the Business or in which Seller owns any rights, title or interests. (i) To the Knowledge of Seller, except as disclosed in Schedule 3.07(i), (i) there are no existing or pending (A) plans to widen, modify or realign any street or highway adjacent or appurtenant to the Owned Real Property, except for the Harmon Intersection Plan, (B) eminent domain proceedings t▇▇▇ ▇▇uld materially affect the Owned Real Property, or (C) plans for, or proceedings which could result in, denial of access to the Owned Real Property from any point of access (public or private), by Seller on Schedule 4.16. any Governmental Authority or any other Person, and (ii) Seller has not received any written notice of, and to the Knowledge of assessments for Seller there are no, intended public improvements against which would result in any material charge being levied or assessed against, or in the creation of any lien upon, the Owned Real Property. (j) To the Knowledge of Seller, except as shown on the Survey, the Owned Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that does not (i) relates to violations encroach upon any building line, setback line or side yard line of zoning, land use, building, safety which Seller has knowledge or fire ordinances or regulations, (ii) claims violate any defect recorded or deficiency with respect to any Real Property visible easement or (iii) requests the performance of any repairsrestrictive covenant, alterations or other work easement or restrictive covenant. (k) Except as disclosed in Schedule 3.07(k) or as disclosed as a title exception in the Title Report, to the Knowledge of Seller no easements are required or in any Real Property or in any streets bounding necessary for the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion full access and use of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Owned Real Property.

Real Property. (a) SCHEDULE 4.15(a) of the Disclosure Schedule 4.16 discloses contains a true and summarizes all complete list and brief description of each parcel of real properties currently owned, occupied, used property owned by the Company or leased by Seller or in which Seller has an interest that are included in the Purchased Assets Subsidiaries (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "OWNED REAL PROPERTY") and identifies the record title holder of all Real Property). Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller The Company or a Subsidiary has good and marketable fee simple title to all such Owned Real Property. (b) SCHEDULE 4.15(b) of the Disclosure Schedule contains a true and complete list and brief description of all real property that individually exceeds 30,000 square feet leased by the Company or its Subsidiaries, all of which are hereinafter referred to as the "LEASED REAL PROPERTY". The Company or a Subsidiary has a valid leasehold interest in or valid rights to all Leased Real Property. The Company has made available to the Purchaser true and complete copies of the leases of the Leased Real Property shown as owned set forth on SCHEDULE 4.15(b) of the Disclosure Schedule. No option, extension or renewal has been exercised under any lease of the Leased Real Property (the "LEASES") except options, extensions or renewals whose exercise has been evidenced by it on Schedule 4.16a written document, free a true and clear complete copy of which has been made available to the Purchaser with the corresponding Lease. Each of the Company and its Subsidiaries has complied in all material respects with the terms of all Encumbrances, other than Permitted Encumbrances. Seller has the right Leases to quiet enjoyment of all Real Property in which it holds is a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreementparty and under which it is in occupancy, and all amendments such Leases are in full force and supplements theretoeffect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, for each parcel except where a failure to do so, individually or in the aggregate, would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) None of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any the Owned Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect Leased Real Property is subject to any Real Property or (iii) requests the performance pledges, claims, liens, options, charges, easements, restrictions, covenants, conditions of record, encroachments, encumbrances and security interests of any repairskind or nature whatsoever (whether absolute, alterations accrued, contingent or otherwise) (collectively, "LIENS") other work to than Liens that do not, individually or in any Real Property or in any streets bounding the Real Property. There is no pending condemnationaggregate, expropriation, eminent domain or similar proceeding affecting all or any portion materially interfere with the present use of the Real Property. Seller has not received any written notice of any proposed, planned property subject thereto or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyaffected thereby.

Real Property. Schedule 4.16 discloses (a) The Transferred Companies do not own, and summarizes all real properties currently since January 1, 2010 have not owned, occupied, used or leased by Seller or in which Seller has an interest that are any real property other than (i) the real property included in the Purchased Excluded Assets and (such ii) real propertiesproperty acquired or held for investment purposes in the Ordinary Course of Business, including buildingsin accordance with the investment policy of the applicable Transferred Company as in effect at the time of the acquisition thereof, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights as set forth in Section 3.26(a) of every nature, collectively, the "REAL PROPERTY"Seller Disclosure Letter. (b) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has The Transferred Companies have good and marketable fee simple title to all Real Property shown as real property owned by it on Schedule 4.16them, free and clear of all Encumbrances, Liens other than Permitted EncumbrancesLiens. The Transferred Companies, in their capacity as registered owners, beneficial owners, landlords or occupants, are not in default under any agreement affecting such real property, and not in default under any Applicable Law relating to such real property. (c) Section 3.26(c) of the Seller Disclosure Letter lists all real property leases, subleases, licenses or other agreements or occupancy rights and all amendments and modifications thereto (whether written or oral) under which any Transferred Company has the right to quiet enjoyment occupy real property (the “Real Property Leases”). Section 3.26(c) of the Seller Disclosure Letter lists the lessee and lessor under each Real Property Lease, the term of each Real Property Lease, the square footage of the premises demised by each Real Property Lease, the current rental rate of each Real Property Lease and the address of the premises (the “Leased Real Property”) that is the subject of each such Real Property Lease. Each Real Property Lease is in full force and effect and is a legal, valid and binding obligation of each of the Transferred Companies that is a party thereto subject to the Enforceability Exceptions. The applicable Transferred Company has a good and valid leasehold interest with respect to the real property leased, subleased or licensed pursuant to each of such Real Property Leases in accordance with the terms of such Real Property Leases, free and clear of all Liens (other than Permitted Liens). Each Real Property Lease is the only agreement between the applicable Transferred Company and each other party thereto regarding the Leased Real Property and the Transferred Company pays rent on a current basis. The use and occupancy of the Leased Real Property under the Real Property Leases is in compliance, in all material respects, with all Applicable Laws. None of the Transferred Companies or, to the Knowledge of Sellers, any other party is in breach of or default under any Real Property Lease, and neither entering into this Agreement nor consummating the transactions contemplated hereby will cause a breach of or default under any Real Property Lease. Sellers have made available to Purchaser a true and complete copy of each Real Property Lease. (d) All Leased Real Property is maintained by the applicable Transferred Company in accordance with the applicable Real Property Lease and is, to the Knowledge of Sellers, in good condition and repair, reasonable wear and tear excepted, and adequate and fit for occupancy and use in accordance with past practice, in each case, in all material respects. (e) Any required build out of the Leased Real Property has been completed in accordance with the terms of the applicable Real Property Lease, and the Transferred Company, as applicable, has accepted possession of the Leased Real Property. The Transferred Company, as applicable, occupies the Leased Real Property and uses it for its business. There are no tenant improvements costs, allowances or similar amounts that the lessor under any Real Property Lease is obligated to pay during the Real Property Lease term that have not been paid (except such costs, allowances or similar amounts payable in connection with an extension, expansion or similar option that the Transferred Company has not yet exercised). (f) No Real Property Lease is subject to any free rent periods, rental concessions, bonuses, rebates, advance rental payments, leasing brokerage commissions or other outstanding credits affecting the rental payable by the Transferred Company, as applicable, under such Real Property Lease which it holds a leasehold interest have not already been paid, effected or otherwise implemented by the lessor and the Transferred Company, as applicable. No Person who has acted directly or indirectly for or with any Transferred Company is entitled to any compensation, commission or fee in connection with the full termReal Property Leases that has not been paid. (g) As of the Contract Date, including all renewal rightsthere is no pending or, to the Knowledge of Sellers, threatened proceeding regarding condemnation or other eminent domain proceeding affecting any Leased Real Property or any sale or other disposition of any real property in lieu of condemnation. No Transferred Company has knowledge, or received any notice, of any default under any of the leasehold interest. Schedule 4.16 identifies each lease agreementcovenants, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against easements or restrictions or agreements affecting or encumbering any Real Property or any written notice constituent or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that portion thereof. (ih) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency No casualty has occurred with respect to any Leased Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property which has not been repaired in full. The Leased Real Property is occupied and utilized by the Transferred Companies under valid and current certificates of occupancy, permits, or in any streets bounding licenses to the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion extent required by Applicable Law and the use of the Leased Real Property. Seller has Property by the applicable Transferred Company does not received any written notice conflict with Applicable Laws. (i) To the Knowledge of any proposedSellers, planned or actual curtailment the information and data provided to Purchaser by Sellers in respect of service Sellers’ commercial mortgage loan portfolio contained in the columns titled “IQR”, “Maturity”, “Contractual Rate”, “Par Value (as of any utility supplied to any facility located on the Real Property. There exists no outstanding option9/30/2012)”, right “Market Value (as of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy 9/30/2012)” and Governmental Authorizations necessary for current and continued use and operation “Property Type” of the Real Propertyspreadsheet attached hereto as Schedule 3.26(i) is true and accurate in all material respects.

Real Property. (a) Except for ▇▇▇▇▇▇▇▇▇▇ Title’s ownership of a 40% interest in the Jacksonville Property, none of the Sellers owns nor has agreed or has an option to purchase or sell, or is obligated to purchase or sell, any real property. (b) Schedule 4.16 discloses and summarizes 3.10(b)(i) lists all real properties currently owned, occupied, used property leases to which any Seller is a party or leased by which any Seller or in which Seller has an interest that are included in is bound (the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all “Real Property owned by SellerLeases”). No Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear is in default of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, any of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel terms of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property Lease nor, to the Sellers’ Knowledge, is any other party to any Real Property Lease in default under the terms thereof; and each such Real Property Lease is in full force and effect and is valid, binding and enforceable against the applicable Seller and each other party thereto in accordance with its terms except as enforcement thereof may be limited by applicable Insolvency Laws. Complete and correct copies of the Real Property Leases have heretofore been delivered to the Buyer by the Sellers’ Representative. Except as specified on Schedule 3.10(b)(ii), the Sellers are in compliance with, and none of the Selling Parties have received any notice of default or any written notice of noncompliance with respect to, any of the Real Property Leases or Order under any applicable Legal Requirements. No Seller has any past due obligation as lessee under any Real Property Lease. Except as set forth on Schedule 3.10(b)(iii), no Real Property Lease has been assigned in whole or in part by any Governmental Bodyof the Sellers and no subleases have been entered into relating to any of the Real Property Leases. The real property and improvements leased pursuant to the Real Property Leases shall be referred to herein as the “Leased Real Property.” All of the Leased Real Property is in good order and repair, normal wear and tear excepted. All build-out work and other improvements to be made under any of the Real Property Leases have been completed in a commercially reasonable manner. None of the Sellers has received any notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any material work or alteration with respect to any Leased Real Property that could adversely affect insurability that has not been complied with. There is no pending or, to the Sellers’ Knowledge, Threatened condemnation or other body exercising similar functions governmental taking of any Leased Real Property or any part thereof. To Seller’s Knowledge, no fact or condition exists that (i) relates could result in the termination or impairment of presently available access to violations any portion of zoningany Leased Real Property from adjoining public or private streets or ways or in the discontinuation of presently available and otherwise necessary sewer, land usewater, buildingelectric, safety gas, telephone or fire ordinances other utilities or regulationsservices. There are no special, (ii) claims general or other assessments pending against any defect of the Sellers or deficiency affecting any Leased Real Property that would be payable by the lessee thereof. To Seller’s Knowledge, there are no special, general or other assessments Threatened against any of the Sellers or affecting any Leased Real Property that would be payable by the lessee thereof with respect to any other Leased Real Property. None of the Sellers has entered into any brokerage arrangement with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyLease.

Real Property. (a) TXEN owns no fee simple interest in real property or easement rights. Except as disclosed on Schedule 4.16 discloses 10.13, TXEN does not lease any real property. All real property noted on Schedule 10.13 as being leased is referred to herein as the "Leased Real Property" and summarizes all real properties currently owned, occupied, used or leases relating to the Leased Real Property are disclosed on Schedule 10.13 and are referred to herein as the "Leases." TXEN has a good and valid leasehold as to the Leased Real Property leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16it, free and clear of all Encumbrancesmortgages, security interests, title defects, pledges, liens and the possibility of liens, charges, tenancies, restrictions and encumbrances other than Permitted Encumbrances. Seller has Taxes and assessments, both general and special, which are a lien but not yet due and payable that do not, individually or in the right to quiet enjoyment aggregate, materially detract from the value of all the Leased Real Property or materially impair the use and operation thereof in which it holds a leasehold interest for carrying on the full termbusiness of TXEN. There are no pending or, including all renewal rightsto the best knowledge of TXEN, of threatened proceedings in eminent domain involving the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Leased Real Property or any written notice portion thereof, or Order by for a sale in lieu thereof, or of any Governmental Bodyplans for a possible widening of the streets abutting the Leased Real Property or the imposition of any special taxes or assessments against the Leased Real Property or any portion thereof. To the best knowledge of TXEN, insurance company the applicable zoning (without reliance on any variance, special permit or board of fire underwriters nonconforming use or other body exercising similar functions that (i) relates to violations of zoning, land use), building, environmental, health and safety laws and regulations permit as a matter of right and without the incurrence by Surviving Corporation of any obligation or fire ordinances liability (including the obligation to incur any costs or regulationsexpenses) the continued use of the Leased Real Property by Surviving Corporation for the same purposes and uses as same have been heretofore used by TXEN, including the operation of TXEN's business. (iib) claims Except as disclosed on Schedule 10.13, there are no outstanding written or oral leases covering or in any defect way affecting, and there are no tenants occupying or deficiency having the right to occupy, the Leased Real Property or any part thereof, other than the Leases. To the best of TXEN's knowledge, no person or entity has any right with respect to any such Leased Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right whether by option to purchase, sellland contract, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued otherwise) which would prevent or interfere with possession or use and operation of the Leased Real Property by the Surviving Corporation on and after the Effective Date. (c) The Leases are in full force and effect. TXEN has heretofore provided to NRC a complete, true, and correct copy of the Leases, including any and all modifications or amendments thereof and any supplements thereto. All material terms, conditions, and provisions of the Leases to be performed by TXEN and, to the best knowledge of TXEN, by the landlords, have been duly and timely performed and complied with. To the best knowledge of TXEN, no event has occurred or failed to occur which with the giving of notice, the passage of time, or both, would constitute a default by the landlords or TXEN under any of the Leases. The landlords have not waived, or extended the time for performance of, any obligation of TXEN under any of the Leases. There are no security deposits or prepaid rent (including last month's rent in advance) with respect to the Leased Real Property. (d) To the best knowledge of TXEN, there are no prohibitions or other limitations, whether contained in the Leases or otherwise, on TXEN's right to transfer the Leased Real Property in connection with this Agreement. Except as specifically noted on Schedule 10.13, no consent, authorization, or approval is required under the Leases in connection with the consummation of the transactions contemplated hereby or TXEN's ability to consummate the transactions contemplated hereby.

Real Property. (a) Section 4.16(a) of the Parent Disclosure Schedule 4.16 discloses and summarizes lists, as of the date of this Agreement, the address of all real properties currently owned, occupied, used or leased property owned as of the date of this Agreement by Seller or in which Seller has an interest that are included in any Transferred Entity (the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all “Business Owned Real Property”). Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has The applicable Transferred Entities have good and marketable fee simple title to all Business Owned Real Property shown as owned by it on Schedule 4.16such entities, free and clear of all EncumbrancesLiens, except Permitted Liens. 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 any Business Owned Real Property or any portion thereof. (b) Section 4.16(b) of the Parent Disclosure Schedule lists, as of the date of this Agreement, the addresses of all real property leased by any Transferred Entity, in each case, as the lessee (the “Business Leased Real Property”). Each lease pursuant to which the Transferred Entities hold the Business Leased Real Property (along with any applicable amendments thereto, the “Real Property Leases”) is legal, valid, binding, enforceable, and in full force and effect, subject to the Enforceability Exceptions and any Permitted Liens, and as of the date of this Agreement, no Transferred Entity has received any written notice from any lessor of such Business Leased Real Property of, nor to the Knowledge of the Sellers does there exist, any material default, event or circumstance that, with notice or lapse of time, or both, would constitute a material default by the party that is the lessee or lessor of such Business Leased Real Property. The Sellers have delivered or made available to Purchaser true, complete and accurate copies of each of the Real Property Leases. (c) No Person other than Permitted Encumbrances. Seller a Transferred Entity subleases, licenses or otherwise has the right to quiet enjoyment of all use or occupy the Business Owned Real Property in which it holds a leasehold interest for or the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Business Leased Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any portion thereof. The Business Owned Real Property or (iii) requests and the performance of any repairs, alterations or other work to or in any Business Leased Real Property or constitute all of the material real property currently utilized by the Transferred Entities in any streets bounding the Real Propertyoperation of the Business. There is are no pending pending, or, to the Knowledge of the Sellers, threatened, appropriation, condemnation, expropriation, eminent domain or similar proceeding affecting all other like proceedings or sales or other dispositions in lieu of condemnation, relating to any portion of the Business Owned Real Property. Seller No Transferred Entity has not received mortgaged or deeded in trust any written notice of interest in any proposed, planned Business Owned Real Property or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Business Leased Real Property.

Real Property. (a) IFL does not own any real property. (b) Section 4.10(b) of the IFL Disclosure Schedule 4.16 discloses contains a true, correct and summarizes all complete description of each parcel of real properties currently owned, occupied, used or property leased by Seller or in which Seller has an interest that are included in the Purchased Assets IFL (such real properties, including together with all buildings, structures, fixturesfacilities, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances fixtures and related rights of every nature, collectivelyother improvements thereon, the "REAL PROPERTY") and identifies the record title holder of all “IFL Leased Real Property. Schedule 4.16 identifies ”), and lists each such lease (the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all “IFL Real Property owned Leases”), including (i) the name of the landlord, (ii) the location of the property, (iii) the date of the lease (and the commencement date of the lease, if different), (iv) the term of the lease, (v) annual base rents, (vi) additional rent, (vii) rental prepayments, (viii) security deposits, (ix) rent abatements, and (x) any amendments to the lease. (c) Except as disclosed on Section 4.10(c) of the IFL Disclosure Schedule, IFL is the tenant under the IFL Real Property Leases as set forth in Section 4.10(b) of the IFL Disclosure Schedule and nothing has been done or suffered by Seller. Seller IFL whereby any IFL Real Property Lease has been encumbered in any way and IFL has good and marketable fee simple title right to all assign its interest under the IFL Real Property shown as owned by it on Schedule 4.16Leases, free and clear of all Encumbrancessubleases, occupancy agreements and other rights of occupancy or possession (collectively, “IFL Sublease Agreements”), Liens, other than Permitted EncumbrancesLiens, and is in sole possession of each parcel of IFL Leased Real Property. Seller Except as set forth on Section 4.10(c) of the IFL Disclosure Schedule, all rent presently due under each IFL Real Property Lease has been paid in full through August 31, 2006. Except as disclosed on Section 4.10(d) of the IFL Disclosure Schedule, IFL has not granted and does not currently grant a subleasehold interest or other right of occupancy possession in any IFL Leased Real Property pursuant to a IFL Sublease Agreement. (d) IFL has adequate rights of ingress and egress with respect to the IFL Leased Real Property. IFL does not owe any brokerage commissions with respect to any IFL Leased Real Property, IFL Real Property Lease or IFL Sublease Agreement. No tenant or other party in possession of any of the IFL Leased Real Property has any right to quiet enjoyment purchase or lease, or holds any right of first refusal to purchase or lease, such properties. There are no condemnation or appropriation proceedings pending or, to the knowledge of IFL, threatened against the IFL Leased Real Property. IFL has complied, and is in compliance, with all Laws and has obtained and presently holds all Licenses including, without limitation, all permanent certificates of occupancy, required by Laws applicable to the IFL Leased Real Property in which it holds a leasehold interest for leases. (e) IFL has delivered or made available to Paligent prior to the full termexecution of this Agreement true, including correct and complete copies of (i) all renewal rightsleases, certificates of the leasehold interest. Schedule 4.16 identifies each lease agreementoccupancy, fire and casualty insurance policies and similar documents, and all amendments thereof, with respect to the IFL Leased Real Property, and supplements thereto, for each parcel of (ii) all IFL Real Property shown as leased by Seller on Schedule 4.16Leases (including all amendments and renewal letters and IFL Sublease Agreements), if any. (f) The buildings, structures, facilities, fixtures and other improvements constituting a portion of the IFL Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used. Seller IFL has not received any written notice of assessments for public improvements against under any IFL Real Property Lease or IFL Sublease Agreement or from any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency which has issued a policy with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the IFL Leased Real PropertyProperty to repair or pay for any repair related to the IFL Leased Real Property with which such parties have not complied. Seller To the knowledge of IFL, if any IFL Leased Real Property subject to an IFL Real Property Lease were surrendered to the landlord thereunder in its present condition, such IFL Leased Real Property would be required to be accepted by the landlord in such condition pursuant to the terms of the related IFL Real Property Lease. (g) Each IFL Real Property Lease is in full force and effect. Neither IFL nor any landlord under any IFL Real Property Lease is in default thereunder. No landlord under any IFL Real Property Lease has not received made any written claim against IFL under an IFL Real Property Lease or otherwise, and IFL has no notice of a default, offset or counterclaim under any proposedIFL Real Property Lease and no event or condition exists which constitutes or would constitute a default or is reasonably likely to constitute a default under any IFL Real Property Lease. (h) Except as set forth on Section 4.10(h) of the IFL Disclosure Schedule, planned or actual curtailment all work required to be performed by each landlord under a IFL Real Property Lease has been completed to the satisfaction of service IFL. All work allowances have been paid in full except as set forth on Section 4.10(h) of the IFL Disclosure Schedule. (i) Except as set forth on Section 4.10(i) of the IFL Disclosure Schedule, no consents of any utility supplied to landlord, mortgagee, or any facility located on other party are required or otherwise desirable for the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation consummation of the Real Propertytransactions contemplated by this Agreement or the other Transaction Documents.

Real Property. (a) Section 3.8(a) of the Seller Disclosure Schedule 4.16 discloses sets forth an accurate and summarizes complete list (by street address and current owner and any other information to the extent required by applicable Law) (i) of all real properties currently owned, occupied, used or leased by Seller or property and interests in real property in which Seller any Acquired Company has an fee title (or equivalent) interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"“Acquired Company Real Property”) and identifies the record title holder (ii) of all Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller The current owner has good and marketable title in fee simple title (or the local legal equivalent) to all each parcel of Acquired Company Real Property shown as owned by it on Schedule 4.16and each parcel of Owned Real Property, free and clear of all Encumbrancesany Encumbrance, other than Permitted Encumbrances. Seller has and there are not pending or, to the right Seller’s Knowledge, any threatened condemnation or similar proceedings related to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, any of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Acquired Company Real Property or any written notice or Order Owned Real Property. (b) Section 3.8(b) of the Seller Disclosure Schedule sets forth an accurate and complete description (by any Governmental Bodystreet address of the subject leased real property, insurance company or board the date of fire underwriters or other body exercising similar functions that the lease and the name of the parties thereto) (i) relates to violations of zoningall real property that is leased by any Acquired Company (collectively, land use, building, safety or fire ordinances or regulations, the “Acquired Company Leased Real Property”) and (ii) claims of all Leased Real Property. The Seller has made available to the Purchaser complete copies of the leases in effect as of the date hereof relating to the Acquired Company Leased Real Property and the Leased Real Property and there has not been any defect sublease or deficiency assignment entered into by the Seller, any Asset Selling Affiliate or any Acquired Company in respect of the leases relating to such Leased Real Property or Acquired Company Leased Real Property. No Acquired Company is in default of any material provision of any lease of its Acquired Company Leased Real Property (and no event has occurred that with the passage of time or notice, or both, would constitute, a material default) and neither the Seller nor any Asset Selling Affiliate is in default of any material provision of any lease of any of its Leased Real Property (and no event has occurred that with the passage of time or notice, or both, would constitute, a material default). (c) The information contained in the land register extract as attached in Exhibit I is correct and complete, and no changes thereto have been applied for or authorized by the Seller or any Affiliate of the Seller. No public easements (Baulasten) with respect to any the Owned Real Property have been registered and, to the Seller’s Knowledge, no such registration has been applied for. (d) With respect to the Owned Real Property: (viii) the buildings, constructions and fixtures on the Owned Real Property are in all material respects in good working order and free of material defects in terms of construction or condition except for normal wear and tear; and (iiiix) requests the performance of any repairsbuildings, alterations constructions or other work to or fixtures installed by the Seller on the Owned Real Property and their use do not violate in any Real Property material respect any public regulations, in particular legal building and emission protection regulations, and do not infringe or in encroach upon any streets bounding properties owned by third parties or violate third parties’ rights. 35 (e) The relevant Governmental Authorities have granted and, to the Real Property. There is no pending condemnationSeller’s Knowledge, expropriation, eminent domain or similar proceeding affecting all or any portion of not withdrawn the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations permits necessary for current and continued use the construction and operation of the buildings located on the Owned Real PropertyProperty (Baugenehmigungen), and, to the Seller’s Knowledge, the current use of the Owned Real Property is in accordance with such permits.

Real Property. (a) Section 5.19(a) of the Vistana Disclosure Schedule 4.16 discloses and summarizes all real properties currently ownedsets forth the common address, occupiedas of the Execution Date, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Vistana Owned Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has The Vistana Entities have good and marketable fee simple title (or the applicable local equivalent) to all Vistana Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, other than subject to any Permitted EncumbrancesLiens. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, As of the leasehold interest. Schedule 4.16 identifies each lease agreementExecution Date, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller no Vistana Entity has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding Action affecting all or any material portion of the Vistana Owned Real Property. Seller No Vistana Entity has not leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Vistana Owned Real Property, other than in the ordinary course of business. (b) Section 5.19(b) of the Vistana Disclosure Schedule sets forth the common address, as of the Execution Date, of all Vistana Leased Real Property. The Vistana Entities have a valid and enforceable leasehold estate in all Vistana Leased Real Property, subject to the Remedies Exception and any Permitted Liens. No Vistana Entity, nor, to the knowledge of Vistana, as of the Execution Date, any other party thereto, is in breach of or default under any Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property. No Vistana Entity has, as of the Execution Date, received any written notice from any lessor of such Vistana Leased Real Property of any proposedbreach of or default under any such Contract pursuant to which the Vistana Entities occupy any Vistana Leased Real Property by any Vistana Entity (in each case, planned with or actual curtailment without notice or lapse of service of time or both), which breach or default has not been cured. No Vistana Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any utility supplied to any facility located on interest in the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of tenant’s interest in the Vistana Leased Real Property.

Real Property. (a) Neither AFN nor any of the AFN Subsidiaries owns any real property. (b) Section 3.13(b) of the AFN Disclosure Schedule 4.16 discloses contains a true and summarizes correct list of each parcel of real property leased, subleased or occupied (the “AFN Leased Real Property”) to or by AFN or any of the AFN Subsidiaries and includes the parties to such lease or sublease, any amendments 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 real properties currently ownedparties thereto in accordance with the terms of such lease or sublease as of the Effective Time. (c) AFN and the AFN Subsidiaries, occupiedas applicable, used or leased by Seller or have valid leasehold interests in which Seller has an interest that are included in all AFN Leased Real Property. AFN and the Purchased Assets (AFN Subsidiaries, as applicable, have such real propertiesrights of ingress and egress with respect to such AFN Leased Real Property, including buildings, structures, fixturesfacilities, fixtures and other improvements as are required to conduct the applicable portions of the business of AFN and the AFN Subsidiaries in a safe, efficient and lawful manner consistent with past practice. None of such AFN Leased Real Property, buildings, structures, facilities, fixtures or other improvements, leaseholdsor the use thereof, privilegescontravenes or violates any building, rightszoning, easementsadministrative, hereditamentsoccupational safety and health or other applicable statute, Appurtenances law ordinance, rule or regulation in any material respect. (d) AFN and related rights of every naturethe AFN Subsidiaries, collectivelyas applicable, the "REAL PROPERTY") have a valid and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address subsisting leasehold estate in and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all the AFN Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, term of the leasehold interestlease of such properties. Each lease referred to in Schedule 4.16 identifies each lease 3.13(b) of the AFN Disclosure Schedule is a legal, valid and binding agreement, enforceable in accordance with its terms and all amendments there is no, and supplements thereto, for each parcel neither AFN nor any of Real Property shown as leased by Seller on Schedule 4.16. Seller the AFN Subsidiaries has not received any written notice of assessments for public improvements against any Real Property any, default (or any written condition or event that, after notice or Order by lapse of time or both, would constitute a default) thereunder. Neither AFN nor any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims the AFN Subsidiaries owes any defect or deficiency brokerage commissions with respect to any such leased space (including any contingent obligation in respect of future lease extensions). (e) AFN has delivered to C&C prior to the execution of this Agreement true and complete copies of all leases (including any amendments and renewal letters). (f) The AFN Leased Real Property includes all real property that is used or (iii) requests held for use in connection with the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion conduct of the Real Property. Seller has not received any written notice business of any proposed, AFN and the AFN Subsidiaries as presently conducted and as presently planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertybe conducted.

Real Property. (a) Schedule 4.16 discloses 4.6(a) sets forth a complete and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder correct list of all Real Property. , together with all appurtenant rights used in connection with such Real Property. (b) Except as set forth on Schedule 4.16 identifies the correct legal description4.6(b): (i) Each Target Entity, street address and tax parcel identification number of all tractsas applicable, parcels and subdivided lots of all Real Property owned by Seller. Seller has good good, valid and marketable fee simple title to all of the Owned Real Property, and such properties are not subject to any Lien, other than Permitted Liens. Seller has delivered, or caused to be delivered, to Buyer copies of all title policies or title commitments, surveys, plans, zoning information or letters and other material documents in the possession of Seller or the Target Entities with respect to such Owned Real Property. (ii) All leases pursuant to which such Target Entity leases real property are valid and are enforceable against such Target Entity, and, to the Knowledge of Seller and the applicable Target Entity, enforceable by such Target Entity, in each case in accordance with their respective terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect, affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Seller has Made Available to Buyer complete and accurate copies of all leases with respect to the Leased Real Property, including any agreements, licenses, subleases, guaranties and any extensions, renewals, amendments or modifications thereof with respect to such Leased Real Property. Each lessee of Leased Real Property shown as owned by it on Schedule 4.16has a good, valid and undisturbed leasehold interest in the Leased Real Property, in each case free and clear of any Liens except for Permitted Liens. (iii) With respect to all Encumbrancesof the Real Property, except for temporary non-material use of the Real Property in furtherance of the business of the Target Entities in the ordinary course and in accordance with applicable legal requirements, neither Seller nor any of its Subsidiaries or Affiliates (including the Target Entities) has leased, subleased or otherwise granted to any Person (other than Permitted Encumbrances. Seller has the Target Entities), the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for use or occupy the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice portion thereof. (iv) There are no pending, or Order by any Governmental Bodyto the Knowledge of Seller, insurance company threatened, condemnation or board of fire underwriters eminent domain proceedings, lawsuits or other body exercising similar functions that (i) relates administrative actions relating to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain The Target Entities have reasonably sufficient rights of ingress and egress with respect to the applicable Real Property pursuant to public streets and roads or similar proceeding affecting all by easements or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertypermits.

Real Property. (a) The Company does not own any real property or interests in real property. Schedule 4.16 discloses and summarizes 4.11(a) sets forth a complete list of all real properties currently owned, occupied, used or property and interests in real property leased by Seller or in which Seller has an interest that are included in the Purchased Assets Company (such real propertiesindividually, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances a “Company Leased Property” and related rights of every nature, collectively, the "REAL PROPERTY"“Company Leased Properties”) as lessee or lessor, including a description of each real property lease (“Real Property Lease”) for such Company Leased Properties (including the name of the third party lessor or lessee and identifies the record title holder date of the lease or sublease and all Real Propertyamendments thereto). Schedule 4.16 identifies The Company Leased Properties constitute all material interests in real property currently used, occupied or currently held for use in connection with the business of the Company. All of the Company Leased Properties and the buildings, fixtures and improvements thereon are in materially good operating condition (ordinary wear and tear excepted) without structural defects, and all mechanical and other systems located thereon are in materially good operating condition, and no condition exists requiring material repairs, alterations or corrections. To the Knowledge of the Company, none of the improvements located on the Company Leased Properties constitute a legal non-conforming use. The Company has delivered or made available to Parent true, correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots complete copies of all Real Property owned by SellerLeases, together with all amendments, modifications or supplements, if any, thereto. Seller has good and marketable fee simple title The Company Leased Properties are not subject to all any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property shown as owned by it Leases set forth on Schedule 4.164.11(a). (b) To the Knowledge of the Company, the Company has a valid, binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, free and clear of all Encumbrances, Liens other than Permitted EncumbrancesExceptions. Seller The Company has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the right to quiet enjoyment Company under any of all the Real Property Leases and, to the Knowledge of the Company, no other party is in which it holds a leasehold interest default of any of the Real Property Leases, and no party to any Real Property Lease has exercised any termination rights with respect thereto. (c) The Company has all material certificates of occupancy and material Permits of any Governmental Body necessary for the full termuse and operation of each Company Leased Property as currently used and operated by the Company. No default or violation, including all renewal rightsor event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit other than any defaults or violations that would, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) There does not exist any actual or, to the Knowledge of the leasehold interest. Schedule 4.16 identifies each lease agreementCompany, threatened or contemplated condemnation or eminent domain proceedings that affect any Company Leased Property or any part thereof, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller the Company has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by the intention of any Governmental Body, insurance company or board of fire underwriters Body or other body exercising similar functions that (i) relates Person to violations of zoning, land use, building, safety take or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting use all or any portion of the Real Property. Seller part thereof. (e) The Company has not received any written notice from any insurance company that has issued a policy with respect to any Company Leased Property requiring performance of any proposedstructural or other repairs or alterations to such Company Leased Property. (f) The Company does not own, planned or actual curtailment of service of does not hold, is not obligated under and is not a party to, any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyreal estate or any portion thereof or interest therein.

Real Property. a. Seller does not own and has never owned any interest in any real property in connection with the conduct of the Business. b. Section 3.16(b) of the Disclosure Schedule 4.16 discloses contains a complete and summarizes accurate list of: (i) all real properties currently ownedproperty leased, occupiedsubleased, used licensed or leased otherwise used, operated or occupied by Seller (whether as tenant, subtenant or pursuant to other occupancy arrangements) and used in or necessary for the conduct of the Business (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address of each Leased Real Property; and (ii) each Contract pursuant to which Seller has an interest that are included in the Purchased Assets holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (such real propertieseach, a “Real Property Lease”), including buildingsall currently effective amendments and modifications thereto. c. Seller holds a valid leasehold or subleasehold interest in (or a valid right to use and occupy), structuresand enjoys peaceful and undisturbed possession of, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all each Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, in each case free and clear of all Encumbrances, Liens other than Permitted Encumbrances. Seller has the right to quiet enjoyment of Liens. d. Except as set forth on Schedule 3.15(d), all rent (including base rent and additional rent) payable under each Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interestLease has been paid to date. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property No security deposit or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or (iii) requests the performance of any repairsdefault under such Real Property Lease which has not been redeposited in full. e. Seller has not assigned, alterations subleased, mortgaged, deeded in trust or other work to otherwise transferred or in encumbered any Real Property Lease or Leased Real Property or any interest therein. f. Each Leased Real Property is adequately served by proper utilities and other building services necessary for its current use, and all of the buildings and structures located at the Leased Real Property are structurally sound with no material defects and are in any streets bounding the Real Property. There is no pending good operating condition. g. No condemnation, expropriation, eminent domain or similar taking proceeding affecting all is pending or, to the Knowledge of Seller, threatened that affects any Leased Real Property. None of the Leased Real Property or any portion of thereof is located in a flood hazard area (as defined by the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyFederal Emergency Management Agency).

Real Property. Neither BCG nor any Subsidiary of BCG owns any real property. Schedule 4.16 discloses 5.18 of the BCG Schedules contains a true, correct and summarizes complete list, as of the date of this Agreement, of (i) all real properties currently owned, occupied, used or leased property and interests in real property owned in fee by Seller or in which Seller has an interest that are included in the Purchased Assets BCG Group (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"“Owned Real Property”) and identifies the record title holder of (ii) all Leased Real Property. Schedule 4.16 identifies BCG has made available to Avalon true, correct and complete copies of (i) all deeds and available title reports and surveys for the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Owned Real Property owned by Sellerand (ii) the material Contracts pursuant to which BCG or any of its Subsidiaries occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). Seller Except as would not be material to BCG and its Subsidiaries, taken as a whole, BCG or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. The BCG Group has good and marketable fee simple title to all Owned Real Property shown as owned by it on Schedule 4.16, free and clear of all EncumbrancesLiens of any nature whatsoever, except Permitted Liens. With respect to each Lease and except as would not constitute a BCG Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect against BCG or one of its Subsidiaries and, to the BCG Parties’ Knowledge, the other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements party thereto, for each parcel subject to the Enforceability Exceptions, (ii) neither BCG nor one of Real Property shown as leased by Seller on Schedule 4.16. Seller its Subsidiaries has not received or given any written notice of assessments for public improvements against material default or material breach under any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or the Leases; and (iii) requests there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a material default by BCG or one of its Subsidiaries or, to the performance of any repairsBCG Parties’ Knowledge, alterations or the other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyparty thereto.

Real Property. Schedule 4.16 discloses (a) The Company or a Company Subsidiary has good and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in valid leasehold title to the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all the Real Property shown as owned by it described on Schedule 4.164.20(a), and a valid easement interest in each Easement or Easement Appurtenant, in each case free and clear of all Encumbrances, Liens other than Permitted Encumbrances. Seller has Exceptions and Liens that will be discharged at or prior to Closing or are created by or through Parent, Merger Sub or any of their respective Affiliates, and the right to quiet enjoyment Company or the applicable Company Subsidiary is the sole owner of the Improvements thereon free and clear of all Real Property in which it holds a leasehold interest for Liens other than Permitted Exceptions and Liens that will be discharged at or prior to the full termClosing or are created by or through Parent, including all renewal rights, Merger Sub or any of their respective Affiliates. (b) Schedule 4.20(b)(i) sets forth as of the leasehold interestdate hereof, and, as amended pursuant to Section 6.17 hereof, as of the Closing Date, (1) each WIP Tower Site and (2) for each WIP Tower Site, the amount of funds budgeted to complete the Tower located or to be located on such WIP Tower Site (provided that neither the Company nor any Company Subsidiary is giving any representation that the actual cost of completion will not exceed such budgeted amount). Schedule 4.16 identifies each lease agreement4.20(b)(ii) sets forth all of the Towers owned by the Company or a Company Subsidiary, as updated pursuant to Section 6.17, as of the Closing Date, and all amendments and supplements theretosets forth, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that Tower (i) relates to violations the height of zoning, land use, building, safety or fire ordinances or regulationssuch Tower, (ii) claims any defect or deficiency with respect to any Real Property or the type of such Tower, and (iii) requests and whether such Tower has lights. Schedule 4.20(b)(iii) contains a list of each Tower Site at which a communications tower or pole located on such Tower Site is not owned by the performance of Company or a Company Subsidiary. (c) Neither the Company nor any repairsCompany Subsidiary is a party to any office space lease. (d) Schedule 4.20(d) sets forth all Tower Bonds outstanding on the date hereof and, alterations or other work as updated pursuant to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnationSection 6.17, expropriation, eminent domain or similar proceeding affecting all or any portion as of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyClosing Date.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"a) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, Section 4.21(a) of the leasehold interest. Company Disclosure Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for contains a brief description of (i) each parcel of real property owned by the Company or the Subsidiaries (the “Owned Real Property shown as leased Property”) and (ii) each option held by Seller the Company or the Subsidiaries to acquire any real property. Section 4.21(a) of the Company Disclosure Schedule sets forth a list of each lease or similar agreement under which the Company or any Subsidiary is lessee of, or holds or operates, any real property owned by any third Person, except those leases or similar agreements which are terminable by the Company or such Subsidiary without penalty on Schedule 4.16. Seller has not received any written notice of assessments 30 days or less (the “Leased Real Property”). (b) Except for public improvements against any Real Property such matters as, individually or any written notice in the aggregate, have not had and would not be reasonably expected to have a Material Adverse Effect or Order by any Governmental Body, insurance company or board as set forth in Section 4.21(b) of fire underwriters or other body exercising similar functions that the Company Disclosure Schedule: (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any the Owned Real Property is in conformance with all deed restrictions and other covenants and conditions recorded or (iii) requests running with the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding land; the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Owned Real Property is in conformity with the certificates of occupancy issued for such Owned Real Property; all the buildings, structures, equipment and other tangible assets of the Company and the Subsidiaries located on the Owned Real Property are in good condition and repair and are sufficient to support the conduct of their business by the Company and the Subsidiaries after the Effective Time; no portion of the Owned Real Property is situated within an area designated (or to be designated) as a “flood plain” or “flood hazard zone” by any governmental body nor is it subject to a predictable flow of floodwaters or within the boundaries of any proposed floodway program; and all streets adjacent to or abutting the Owned Real Property have been dedicated as “public streets” and have been accepted by the governmental body possessing jurisdictions thereover; (ii) neither the whole nor any part of any of the Owned Real Property or any Leased Real Property is subject to any pending suit for condemnation or other taking by any governmental body and no such condemnation or other taking is threatened; and (iii) the Company and the Subsidiaries have all conduits, leases, fee interests, licenses, rights of way, authorizations, permits (including permits for highway, railroad and waterway crossings and any necessary permits or authorizations such as environmental permits) and/or other agreements or rights necessary for (A) the granting of the indefeasible rights of use (“IRUs”) previously granted to their customers, if any, (B) the installation, use and access to the fibers and any related property that are the subject of the IRUs granted to their customers, if any, and (C) the ownership, possession and use of their network, if any.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all The Company does not own any Real Property. (b)Section 3.22(b) of the Company Disclosure Schedule 4.16 identifies lists: (i) the correct legal description, street address and tax parcel identification store number of all tracts, parcels and subdivided lots each parcel of all Real Property owned that is leased, subleased or otherwise occupied by the Company (the “Leased Real Property”), (ii) the date of commencement and scheduled expiration date (without regard to renewal options) of each Contract pursuant to which the Company leases, subleases or otherwise occupies any Real Property (the “Real Property Leases”) and (iii) the monthly minimum rent payable under each Real Property Lease (excluding amounts payable on account of common area maintenance, taxes, insurance, utilities and similar items). Copies of the Real Property Leases in effect as of the Agreement Date have been made available to Purchaser either in an electronic data room or at the Seller’s office in Grapevine, Texas. Seller The Real Property Leases made available to Purchaser pursuant to this Section 3.22(b) are accurate and complete in all material respects. Each of the Real Property Leases is valid, binding and in full force and effect, subject to the Enforceability Exceptions. The Company has good and marketable fee simple leasehold title to all Leased Real Property shown as owned by it on Schedule 4.16Property, in each case, free and clear of all Encumbrances, other than Encumbrances except Permitted Encumbrances. Seller has the right to quiet enjoyment No parcel of all Leased Real Property in which it holds a leasehold interest for is subject to any Court Order or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with or without payment of compensation therefore, nor, to the full term, including all renewal rights, Knowledge of the leasehold interestCompany, has any such condemnation, expropriation or taking been proposed. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of There are no existing material defaults or breaches under any material Real Property shown as leased by Seller on Schedule 4.16Lease. Seller The Company has not received any written notice of assessments for public improvements against a default by the Company under any material Real Property or Lease that remains uncured beyond any written applicable notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Propertyand cure period. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller The Company has not received any written notice from any landlord or sublandlord terminating any material Real Property Lease. There are no claims or Actions of any proposedlandlord or sublandlord against the Company arising under or in connection with the material Real Property Leases and, planned or actual curtailment upon the consummation of service of any utility supplied the Transaction, the Company will continue to any facility located on enjoy the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued same use and operation of benefit under all material Real Property Leases as it did immediately prior to the Real PropertyClosing.

Real Property. (a) Section 3.09(a) of the Coyote Disclosure Schedule 4.16 discloses sets forth a complete and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights accurate list of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder each parcel of all Owned Real Property. Schedule 4.16 identifies Except as set forth on Section 3.09(a) of the correct legal descriptionCoyote Disclosure Schedule, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller a Coyote Entity has good and marketable indefeasible title in fee simple title to all each parcel of Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, any Liens other than Permitted EncumbrancesLiens. Seller No Coyote Entity has leased or otherwise granted the right to quiet enjoyment use or occupy any of the Owned Real Property to any Person, except as shown in Section 3.09(a) of the Coyote Disclosure Schedule. Coyote has delivered to Roadrunner copies of the deeds and other instruments by which the applicable Coyote Entity acquired such parcel of Owned Real Property and copies of all Real Property title insurance policies, opinions, abstracts and surveys, in which it holds a leasehold interest for each case, to the full term, including all renewal rights, extent in the possession of the leasehold interestapplicable Coyote Entity, with respect to such parcel. Schedule 4.16 identifies each lease agreementThere are no unrecorded outstanding options, and all amendments and supplements thereto, for each parcel rights of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice first offer or rights of assessments for public improvements against any first refusal to purchase such Owned Real Property or any written notice portion thereof or Order by interest therein. (b) Section 3.09(b) of the Coyote Disclosure Schedule sets forth a complete and accurate list of each parcel of Leased Real Property. The applicable Coyote Entity has a valid leasehold interest in each parcel of Leased Real Property, free and clear of any Governmental Body, insurance company or board of fire underwriters or Liens other body exercising similar functions that (i) relates than Permitted Liens. The Coyote Entities enjoy peaceful and undisturbed possession under all real property leases to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency which they are parties and there are no disputes with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Leased Real Property. No Coyote Entity has assigned, sublet, or otherwise granted any Person the right to use or occupy any of the Leased Real Property, except as shown in Section 3.09(b) of the Coyote Disclosure Schedule. Each lease for the Leased Real Property is valid and binding on the applicable Coyote Entity and in full force and effect and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no existing breaches or defaults by any Coyote Entity or offsets which any of the applicable landlords has against the enforcement by any Coyote Entity of its rights under any of the leases of the Leased Real Property, and no Coyote Entity nor, to Coyote’s Knowledge, such landlord is in breach or default under the applicable lease of such Leased Real Property, nor, to Coyote’s Knowledge, have any events occurred or circumstances exist which, with the giving of notice or passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease. True and complete copies of the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property have previously been delivered to Roadrunner. As of the date hereof, no Coyote Entity is party to any pending condemnationProceeding, expropriationnor, eminent domain to Coyote’s Knowledge, is any Proceeding threatened, which would interfere with the quiet enjoyment of any Coyote Entity under the leases of the Leased Real Property. Except for leasehold mortgages of record, no Coyote Entity has assigned, mortgaged, pledged, otherwise encumbered, or similar proceeding transferred its interest, if any, under any of the leases of the Leased Real Property. (c) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the applicable Coyote Entities in all material respects. To Coyote’s Knowledge, there are no structural deficiencies or latent defects affecting all any of the Improvements and there are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion of thereof in the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertybusiness of the applicable Coyote Entities.

Real Property. Schedule 4.16 discloses and summarizes (a) Section 5.7(a) of the Seller Disclosure Schedules sets forth a correct street address of all real properties currently owned, occupied, used or leased property that is owned in fee by Seller or in which Seller has an interest that are included in the Purchased Assets Acquired Companies (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all “Owned Real Property”). Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller The applicable Acquired Company has good and marketable fee simple title to all in its Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of any Liens other than Permitted Liens. Seller has delivered to Buyer accurate and complete copies of (i) all Encumbrancesdeeds and other instruments (as recorded) by which the applicable Acquired Company acquired its respective interests in the Owned Real Property and (ii) all title reports, surveys, title policies, Liens and appraisals available to the Acquired Companies with respect to the Owned Real Property. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. The Acquired Companies have not owned in fee any real property other than the Owned Real Property. (b) Section 5.7(b) of the Seller Disclosure Schedules sets forth the street addresses of each parcel of real property leased by the Acquired Companies (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), the documents (including occupancy agreements, easements, licenses or rights-of-way or similar Contracts and all amendments, supplements and separate agreements related thereto) that comprise the Lease with respect to such Leased Real Property, whether such Leased Real Property is leased or subleased by the Acquired Companies, the landlord or sub-landlord under the Lease, the rental amount currently being paid, and the expiration of the term of such Lease or sublease for each leased or subleased property. (c) The Acquired Companies have delivered to Buyer true, complete and correct copies (including any and all schedules, annexes, exhibits, supplements and amendments) of any Leases affecting the Real Property. Neither the Acquired Companies nor, to Seller’s Knowledge, any other party thereto are in breach of or default under, and to Seller’s Knowledge, no event has occurred that, with or without notice or lapse of time, or both would constitute breach of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under any Lease. The Acquired Companies have not received any notice from, or given any notice to, any other party to a Lease alleging that the applicable Acquired Company or such other party, as the case may be, is in default under such Lease. (d) The Acquired Companies have the exclusive right to possess, use, occupy and sublease, and have valid interests in and to, the Real Property. (e) The Acquired Companies have legal access to all utilities, including electricity, sanitary and storm sewers, potable water, natural gas and other utilities, in each case, to the extent necessary for the operation of the Real Property as currently conducted on the Closing Date. (f) To Seller’s Knowledge, there are no unregistered or unrecorded Liens, easements, restrictions, covenants, licenses or other matters affecting the Real Property. (g) The Acquired Companies have not received written notice from a Governmental Authority that any building, structure, facility or improvement located on the Real Property (collectively, “Improvements”) that fails to comply with valid and current certificates of occupancy or similar permits or that any Improvement does not conform with any applicable Law and no portion of the Real Property is subject to any pending expropriation, condemnation or eminent domain legal proceeding or other Action by any Governmental Authority and, to Seller’s Knowledge, there is no threatened condemnation or eminent domain legal proceeding or other Action with respect thereto. To Seller’s Knowledge, as of the Closing Date, (A) there is no material defect in any Improvements, the structural elements thereof, the mechanical systems therein, the utility systems serving such premises or the roofs thereof, and (B) the Improvements are suitable and adequate for continued use in the manner in which they are presently being used. (h) To Seller’s Knowledge, none of the Real Property or Improvements thereon contravenes or violates any building code, zoning by-law or other Laws applicable to the Real Property, or any administrative, occupational safety and health or other Law applicable to the Real Property (whether or not permitted on the basis of prior nonconforming use, waiver or variance), and, other than Permitted Encumbrances. Seller has Liens, none of the right Real Property serves any adjoining or other real property for any purpose or is subject to quiet enjoyment any restrictions relating to flood zoning or conservation authority limiting use of all Real Property in which it holds a leasehold interest for any material respect, in each case, that would, individually or in the full termaggregate, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16reasonably be expected to be materially adverse to Seller. Seller has not received any written notice of assessments for public improvements against any that the Real Property or Improvements thereon contravenes or violates any written notice building or Order by zoning Laws applicable to the Real Property, or any Governmental Bodyadministrative, insurance company or board of fire underwriters occupational safety and health or other body exercising similar functions Law applicable to the Real Property, in each case, that would adversely impact the use or occupation of such Real Property in any material respect. (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any The Real Property constitute all interests in real property currently possessed, used, occupied, operated, controlled or (iii) requests held in connection with the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyBusiness.

Real Property. (a) Seller does not own and has never owned any interest in any real property in connection with the conduct of the Business. (b) Section 3.16(b) of the Disclosure Schedule 4.16 discloses contains a complete and summarizes accurate list of: (i) all real properties currently ownedproperty leased, occupiedsubleased, used licensed or leased otherwise used, operated or occupied by Seller (whether as tenant, subtenant or pursuant to other occupancy arrangements) and used in or necessary for the conduct of the Business (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address of each Leased Real Property; and (ii) each Contract pursuant to which Seller has an interest that are included in the Purchased Assets holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (such real propertieseach, a “Real Property Lease”), including buildingsall currently effective amendments and modifications thereto. (c) Seller holds a valid leasehold or subleasehold interest in (or a valid right to use and occupy), structuresand enjoys peaceful and undisturbed possession of, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all each Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, in each case free and clear of all Encumbrances, Liens other than Permitted Encumbrances. Seller has the right to quiet enjoyment of Liens. (d) Except as set forth on Schedule 3.15(d), all rent (including base rent and additional rent) payable under each Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interestLease has been paid to date. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property No security deposit or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full. (iiie) requests the performance of any repairsSeller has not assigned, alterations subleased, mortgaged, deeded in trust or other work to otherwise transferred or in encumbered any Real Property Lease or Leased Real Property or any interest therein. (f) Each Leased Real Property is adequately served by proper utilities and other building services necessary for its current use, and all of the buildings and structures located at the Leased Real Property are structurally sound with no material defects and are in any streets bounding the Real Property. There is no pending good operating condition. (g) No condemnation, expropriation, eminent domain or similar taking proceeding affecting all is pending or, to the Knowledge of Seller, threatened that affects any Leased Real Property. None of the Leased Real Property or any portion of thereof is located in a flood hazard area (as defined by the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyFederal Emergency Management Agency).

Real Property. (a) SECTION 4.15 of the Disclosure Schedule 4.16 discloses sets forth the street address of Sellers' facility located in Vancouver, British Columbia (the "Facility"), and summarizes all each other parcel of real properties currently owned, occupied, used or estate leased by Seller Sellers and related to or in which Seller has an interest that are included used in the Purchased Assets Business. SECTION 4.15 of the Disclosure Schedule also shows the portion of the Facility utilized by Sellers in connection with the Business (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTYLeased Real Properties"). Sellers own no real property used in the Business. (b) and identifies Sellers have a valid leasehold interest in the record title holder of all Leased Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16Properties, free and clear of all Encumbrances, any Liens other than Permitted EncumbrancesLiens. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, There are no written leases setting forth any of the leasehold interestterms and conditions of Sellers' leaseholds in the Leased Real Properties. Schedule 4.16 identifies Each such lease is legal, valid, binding and enforceable in accordance with its respective terms with respect to Sellers and, to the knowledge of Sellers, each other party thereto. There are no existing defaults or breaches of Sellers under any such lease agreement(or events or conditions which, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written with notice or Order by lapse of time or both would constitute a default or breach) and, to the knowledge of Sellers, there are no such defaults (or events or conditions which, with any Governmental Bodynotice or lapse of time or both, insurance company would constitute a default or board of fire underwriters or other body exercising similar functions that (ibreach) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any other party to any such lease. (c) To the best knowledge of Sellers, no portion of the Leased Real Property Properties, or (iii) requests any of the performance plants, buildings, structures and other improvements located thereon, violate any applicable law. None of the plants, buildings, structures and other improvements located on the Leased Real Properties encroaches upon real property of another Person, and no plants, buildings, structures and other improvements of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or Person encroaches upon any portion of the Leased Real Property. Seller has not received Properties. (d) Except as set forth on SECTION 4.15 of the Disclosure Schedule, there are no leases, subleases or licenses granting to any written notice third party the right of use or occupancy of any proposed, planned or actual curtailment of service portion of any utility supplied to any facility of the Leased Real Properties. (e) The plants, buildings and structures located on the Leased Real PropertyProperties currently have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities. Such plants, buildings and structures are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are structurally sound and are adequate and suitable for the purposes for which they are presently being used. The Leased Real Properties are in the same condition as used by Sellers to conduct the Business as historically conducted by them without any known or, to Sellers' best knowledge, latent defect. There exists are no outstanding optioncondemnation or appropriation or similar proceedings pending or, right to the knowledge of first refusal or other contractual right to purchaseSellers, sell, assign or dispose of threatened against any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Leased Real PropertyProperties.

Real Property. (a) Schedule 4.16 discloses 4.12(a) of the Citrix Disclosure Letter sets forth the address (or other identifying description) of each parcel of Transferred Leased Real Property and summarizes all real properties currently ownedthe identity of the lessor, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets lessee and current occupant (if different from lessee) of each such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights parcel of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Transferred Leased Real Property. The Transferred Leased Real Property constitutes all of the leased real property used or held for use by any Citrix Entity that is material to the conduct of the SpinCo Business as currently conducted. A Citrix Entity has a valid and binding leasehold interest in each parcel of Transferred Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. No Citrix Entity has subleased, licensed or otherwise granted to a third party any right to use or occupy all or any portion of the Transferred Leased Real Property. (b) Schedule 4.16 identifies 4.12(b) of the correct legal description, street Citrix Disclosure Letter sets forth the address and tax parcel identification number of all tracts, parcels and subdivided lots each parcel of all Transferred Owned Real Property owned by SellerProperty. Seller A Citrix Entity has good and marketable fee simple title in and to each parcel of Transferred Owned Real Property, including all Real Property shown as owned by it on Schedule 4.16of the buildings and improvements thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has The Transferred Owned Real Property constitutes all of the owned real property used or held for use by any Citrix Entity that is material to the conduct of the SpinCo Business as currently conducted. All buildings, structures and other improvements located on the Transferred Owned Real Property are in good condition and repair in all material respects, reasonable wear and tear excepted. Other than the right of Parent pursuant to quiet enjoyment this Agreement, there are no outstanding options, rights of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, first offer or rights of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received first refusal to purchase any written notice of assessments for public improvements against any such Transferred Owned Real Property or any written notice portion thereof or Order by interest therein. Other than pursuant to easements of record, no Citrix Entity has leased or granted any Governmental Body, insurance company right to use or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting occupy all or any portion of the a Transferred Owned Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied Property to any facility located on the Real Propertya third party. There exists is no outstanding option, right of first refusal condemnation or other contractual right proceeding in eminent domain, pending or, to purchasethe Knowledge of Citrix, sellthreatened, assign affecting the Transferred Owned Real Property or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyportion thereof or interest therein.

Real Property. (a) Schedule 4.16 discloses 4.8 hereto contains a true and summarizes all real properties currently ownedcomplete list as of December 1, occupied1995, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Owned Real Property, all Leased Real Property (except Leased Real Property used exclusively for warehouse and storage purposes where the Company has no fixed payment obligation or contractual commitment to use such property for more than 60 days, but including all such Leased Real Property where the Company or any of the Subsidiaries has breached or defaulted under the lease for such Leased Real Property) and, to Seller's Knowledge, all Disposed Real Property. With respect to each property listed on Schedule 4.16 4.8, such schedule properly identifies the correct legal descriptionwhether it is Owned Real Property, street address Leased Real Property or Disposed Real Property. True and tax parcel identification number complete copies of all tractsleases, parcels and subdivided lots including all amendments thereto, relating to any of all the Leased Real Property owned by Sellerhave been delivered to Purchaser, which leases are either Substantial Contracts or have a remaining term of two years or more. Seller Except as set forth on Schedule 4.8, no parcel of Owned Real Property encroaches upon any abutting property and no abutting property encroaches upon any parcel of Owned Real Property. The Company has good good, valid and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Owned Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments Property, subject to no Encumbrance, except for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulationsPermitted Encumbrances, (ii) claims any defect or deficiency with respect to any Real Property or liens set forth on Schedule 4.8 attached hereto, and (iii) requests liens reflected in detail in the performance notes to the 1994 Audited Financial Statements. The leasehold interest of any repairs, alterations or other work to or in any each parcel of Leased Real Property is held by the Company or a Subsidiary, subject to no Encumbrance, except for (i) Permitted Encumbrances, (ii) liens set forth on Schedule 4.8 attached hereto, and (iii) liens reflected in any streets bounding detail in the Real Property. There is no pending condemnationnotes to the 1994 Audited Financial Statements. (b) Except as set forth on Schedule 4.8, expropriationto Seller's Knowledge, eminent domain or similar proceeding affecting all or any portion each of the other parties to the leases for the Leased Real Property. Seller has Property is in compliance in all respects with all terms and conditions of such leases applicable to such party, except to the extent such non-compliance is not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertywill not be Materially adverse.

Real Property. Schedule 4.16 discloses (a) Neuronetics does not own or has not ever owned any real property. (b) Section (22)(b) of the Neuronetics Disclosure Letter sets out a complete and summarizes accurate list of all real properties currently ownedproperty leased, occupiedsubleased, used licensed or leased otherwise occupied by Seller or in which Seller has an interest that are included in the Purchased Assets Neuronetics (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"“Neuronetics Leased Properties”) in each case by reference to the tenant/licensee and identifies the record title holder landlord/licensor and municipal address. Neuronetics has made available to Greenbrook true, complete and accurate copies of all Real Property. Schedule 4.16 identifies leases, subleases, ground leases, licenses, occupancy agreements and other use agreements or arrangements relating to the correct legal descriptionNeuronetics Leased Properties together with all amendments, street address and tax parcel identification number of all tractsmodifications, parcels and subdivided lots of all extensions and/or supplements thereto (each, a “Neuronetics Real Property owned by SellerLease”). Seller Neuronetics has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, a valid leasehold interest in each of the Neuronetics Leased Properties free and clear of all EncumbrancesLiens, except for Permitted Liens. (c) Neuronetics is not subject to any agreement or option to own any real property or any interest in any real property, or are under any agreement to become a party to any lease or license with respect to any real property. (i) Each Neuronetics Real Property Lease is binding and enforceable and in full force and effect; (ii) there are no arrears of rent under any of the Neuronetics Real Property Leases and there are no disputes between the parties to the Neuronetics Real Property Leases; (iii) neither Neuronetics nor, to the knowledge of Neuronetics, any other than Permitted Encumbrances. Seller party to the Neuronetics Real Property Leases, are in breach or default under the Neuronetics Real Property Leases, 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 any of the Neuronetics Real Property Leases; (iv) Neuronetics has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Neuronetics Real Property Lease; and (v) Neuronetics has not subleased, licensed or otherwise granted any Person the right to quiet enjoyment use or occupy any of all the Neuronetics Leased Properties or any portion thereof. All rent and other amounts required to be paid on or prior to the date of this Agreement with respect to each Neuronetics Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller Lease have been paid. (e) Neuronetics has not received any written notice from any Governmental Entity that alleges that the Neuronetics Leased Properties or any portion thereof, or the current use and occupancy thereof, is not in compliance in any respect with any applicable Law, including Environmental Laws and zoning and land use Laws. (f) Except as disclosed in Section (22)(f) of assessments for public improvements against the Neuronetics Disclosure Letter, no landlord notice or consent is required under any of the Neuronetics Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency Leases with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertytransaction contemplated hereby.

Real Property. (a) Part 2.16(a) of the IFP Disclosure Schedule 4.16 discloses and summarizes sets forth a complete list of all real properties currently owned, occupied, used or property and interests in real property leased by Seller IFP (the “IFP Real Property”). IFP has good and valid leasehold title or rights to the leasehold estates in the IFP Real Property, and there are no leases, subleases, licenses or other agreements under which IFP uses or occupies or has the right to use or occupy, now or in which Seller has an interest the future, any real property that does not form part of the IFP Real Property. (b) All of the land, buildings, structures and other improvements used by IFP in the conduct of its business are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all IFP Real Property. Schedule 4.16 identifies IFP is not a lessor or sublessor of, or makes available for use to any Person (other than IFP) any portion of any premises occupied by IFP. (c) IFP has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all IFP Real Property owned by Seller. Seller has good and marketable fee simple title to all in the manner in which the IFP Real Property shown as owned by it on Schedule 4.16, free is currently being used and clear of all Encumbrancesoperated, other than Permitted Encumbrancesany such instruments that are normally obtained by the lessor of property. Seller IFP has all Permits necessary to operate the right IFP Real Property as currently operated; and no such Permits will be required as a result of the Transactions to quiet enjoyment of all be issued after the date hereof in order to permit IFP, following the Closing, to continue to operate the IFP Real Property in which it holds a leasehold interest for the full termsame manner as currently operated, including all renewal rights, other than any such instruments that are normally obtained by the lessor of the leasehold interestproperty and any such Permits that are ministerial in nature and are normally issued in due course upon application therefor without further action by the applicant. Schedule 4.16 identifies each lease agreement“Permit” means any license, permit, registration, variance, exemption, Consent, waiver, authorization, right, certificate, franchise, order or approval, qualification, or similar document or authority, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property pending applications therefor or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyrenewals thereof.

Real Property. (a) TechStar neither owns nor has any interest of any kind (whether ownership, lease or otherwise) in any real property except to the extent of TechStar's leasehold interests under the leases for its business premises, if any, true and complete copies of which leases (including all amendments thereto) are annexed hereto as Schedule 4.16 discloses 4.10 (the "Leases"). (b) TechStar and, to TechStar's and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectivelyAUGI's knowledge, the "REAL PROPERTY"landlords thereunder are presently in compliance in all material respects with all of their respective obligations under the Leases, and the premises leased thereunder are in good condition (reasonable wear and tear excepted) and identifies are adequate for the record title holder operation of all Real Propertythe TechStar Business. (c) TechStar is in actual possession of the properties demised under the Leases. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, The Leases are free and clear of all Encumbrancesany Lien or any sublease or right of occupancy granted by TechStar, other than Permitted Encumbrances. Seller except as set forth on Schedule 4.10 hereto, if at all. (d) TechStar has the right of ingress and egress through a public road or street, to quiet enjoyment and from the properties demised under the Leases. (e) The properties demised under the Leases and the improvements thereon constitute all of all Real Property in which it holds a leasehold interest the real property and leases currently used exclusively or materially for the full termTechStar Business and are adequate and sufficient for the current operations of TechStar and the TechStar Business. (f) To the knowledge of TechStar and AUGI, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There there is no pending condemnation, expropriation, eminent domain proceeding for the taking or similar proceeding affecting condemnation of all or any portion of the Real Property. Seller has not received any written notice properties demised under the Leases or pending taking or condemnation proceeding which would result in a termination of any proposedLease of real property, planned or actual curtailment and none of service the same is threatened. (g) There are no material items of maintenance that have been materially deferred with respect to any of the improvements on the real property demised under the Leases. (h) TechStar has received no uncured notice from applicable governmental authorities of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose violations of any owned Real Property. Seller has all certificates of occupancy building or zoning laws, codes or regulations, or governmental or judicial orders issued pursuant thereto, with respect to the real property and Governmental Authorizations necessary for current the improvements thereon demised under the Leases, and continued use and operation of the Real Propertythere are no such violations.

Real Property. Schedule 4.16 discloses 2.7 sets forth a complete and summarizes correct list of all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are Real Property included in the Purchased Assets Station Assets, subject to Section 1.3. Except as disclosed on Schedule 2.6 or Schedule 2.8: (such real propertiesa) Sellers have good, including buildingsvalid, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances marketable and related rights of every nature, collectively, insurable fee simple absolute interest in the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies 2.7(a) lists all policies of title insurance currently existing in favor of any Seller with respect to the correct legal descriptionReal Property, street address and tax parcel identification number a copy of all tracts, parcels and subdivided lots of all which policies have previously been provided to Buyer. The Owned Real Property owned by Seller. Seller has good and marketable fee simple the Leased Real Property together constitute all real property used or useable in the operation of the Station Assets. (b) There are no Liens, restrictions or encumbrances to title to all any portion of the Real Property. None of Sellers has subjected the Real Property shown or the improvements thereon to any unrecorded contracts, deeds, options, leases, easements, rights, obligations, covenants, conditions, restrictions, limitations or agreements not of record, except as owned by it set forth in the title policies listed on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has 2.7(a) or in the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller surveys listed on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any 2.7(b). (c) There is no pending condemnation or similar proceeding affecting the Real Property or any written portion thereof and, to Sellers’ Knowledge, no such action is presently contemplated or threatened against the Real Property. (d) None of Sellers has received any notice from any insurance company of any defects or Order inadequacies in the Real Property or any part thereof which could adversely affect the insurability of the Real Property or the premiums for the insurance thereof. None of Sellers has received any notice from any insurance company which has issued or refused to issue a policy with respect to any portion of the Real Property or by any Governmental Body, insurance company or board of fire underwriters (or other body exercising similar functions that (ifunctions) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests requesting the performance of any repairs, alterations or other work to with which full compliance has not been made. (e) Except as set forth on Schedule 2.8, there are no parties in possession of any portion of the Owned Real Property other than Sellers. There are no options or rights in any party to purchase or acquire any ownership interest in the Owned Real Property or the Real Property Leases, including without limitation pursuant to any executory contracts of sale, rights of first refusal or options. (f) To Sellers’ Knowledge, no zoning, subdivision, building, health, land-use, fire or other federal, state or municipal law, ordinance, regulation or restriction is violated by the continued maintenance, operation, use or occupancy of the Real Property or any tract or portion thereof or interest therein in its present manner, except for such violations which would not have a Material Adverse Effect. To Sellers’ Knowledge, the current use of the Real Property and all parts thereof as aforesaid does not violate any streets bounding restrictive covenants affecting the Real Property. There is Except as set forth in the title policies listed on Schedule 2.7(a), no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or current use by any portion Seller of the Real Property. Seller has not received Property or any written notice improvement located thereon or, to Sellers’ Knowledge, any current use of the Real Property Leases is dependent on a nonconforming use or other approval from a governmental authority, the absence of which would significantly limit the use of any proposedof the properties or assets in the operation of the Station Assets. (g) The Owned Real Property has adequate access to and from completed, planned dedicated and accepted public roads, and there is no pending, or actual curtailment to Sellers’ Knowledge, threatened, governmental proceeding which could impair or curtail such access. No improvement or portion thereof is dependent for its access, operation, or utility on any land, building, or other improvement not included in the Owned Real Property. (h) There are presently in existence water, sewer, gas and/or electrical lines or private systems on the Owned Real Property which have been completed, installed and paid for and which are sufficient to service adequately the current operations of service of any utility supplied to any each building, facility or tower located on the Real Property. There exists , as the case may be. (i) To Sellers’ Knowledge, there are no outstanding optionstructural, right of first refusal electrical, mechanical, plumbing, air conditioning, heating or other contractual right defects in the buildings located on the Owned Real Property; the roofs of the buildings located on the Owned Real Property are free from structural defects, leaks and are in good condition, and adequate to purchaseoperate such facilities as currently used. To Sellers’ Knowledge, sellall towers, assign antennae, fixtures and improvements on the Owned Real Property are suitable for the current operation of the Station Assets. (j) To Sellers’ Knowledge, there are no assessments, general or dispose special, which have been or are in the process of being levied against the Real Property, and none of Sellers has Knowledge of any owned Real Property. Seller has all certificates of occupancy contemplated assessments. (k) All Environmental Permits and Governmental Authorizations other Permits which are necessary for current and continued to permit the lawful access, use and operation of the buildings and improvements located on the Real PropertyProperty for their present and intended use have been obtained, are in full force and effect, and to Sellers’ Knowledge, there is no pending threat of modification or cancellation of any such Environmental Permits and other Permits. None of Sellers has received or been informed by a third party of the receipt by it of any written notice from any governmental authority having jurisdiction over the Real Property threatening a suspension, revocation, modification or cancellation of any Environmental Permit or other Permit.

Real Property. (a) Schedule 4.16 discloses and summarizes 3.10(a) lists all real properties currently ownedproperty owned by the Company (the “Owned Real Property”). The Company has good and marketable title in fee simple to the Owned Real Property free and clear of any Liens other than Permitted Liens. All buildings, occupiedplants, used and structures included on the Owned Real Property lie wholly within the boundaries of the Owned Real Property and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (b) Schedule 3.10(b) contains a list of all leases and subleases, together with any amendments and supplements thereto and any subordination, nondisturbance and attornment agreements and guarantees (the “Leases”), with respect to all real property leased by Seller the Company (the “Leased Property”). Each Lease is in full force and effect, the Company has performed all material obligations required to be performed by it to date under each of the Leases and the Company is not in material default under any of the Leases (and no event has occurred which, with due notice or lapse of time or both, would constitute such a lapse or default). The Company has not given notice to any of the landlords under the Leases alleging any defaults. No amount due under the Leases by the Company remains unpaid, and to the Company’s Knowledge no material controversy, claim, dispute or disagreement exists between the parties to any of the Leases. The Company has delivered to the Purchaser a copy of each Lease, and all amendments thereto, listed in which Seller has an interest that are included Schedule 3.10(b), except to the extent otherwise noted therein. (c) The covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments affecting the Owned Real Property or Leased Property do not and will not, with respect to each Owned Real Property or Leased Property, materially impair the Company’s ability to use any such Owned Real Property or Leased Property in the Purchased Assets operation of the Company’s business as presently conducted. The Company has access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Owned Real Property, except as would not materially impair the Company’s ability to use any such Owned Real Property in the operation of the Company’s business as presently conducted. (d) All brokerage commissions and other compensation and fees payable by reason of the Leases or the Owned Real Property have been paid in full or are reflected in the Unaudited Balance Sheet except for such real propertiescommissions and other compensation related to options or extensions in the Leases which are not yet exercised. (e) To the Company’s Knowledge, including all buildings, structures, fixturesimprovements and fixtures owned, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights leased or used by the Company in the conduct of every nature, collectively, its business at the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Owned Real Property owned by Seller. Seller has good and marketable fee simple title Leased Property conform in all material respects to all Real Property shown as owned applicable codes and rules adopted by it on Schedule 4.16, free national and clear local associations and boards of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, insurance underwriters; and all amendments such buildings, structures, improvements and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller fixtures are in good operating condition and repair. (f) The Company has not received any written notice of assessments for public improvements against any outstanding requirements or recommendations by any insurance company which has issued to the Company a policy covering the Owned Real Property or any written notice Leased Property, or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that functions, requiring or recommending any repairs or work to be done on such property. (g) To the Company’s Knowledge, all public utilities required for the operation of the Owned Real Property and the Leased Property and necessary for the conduct of the business of the Company are installed and operating, and all installation and connection charges, to the Company’s Knowledge, are paid in full. (h) Except as set forth in Schedule 3.10(b), the Owned Real Property and the Leased Property are not subject to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such property or any portion thereof. (i) relates To the Company’s Knowledge, the plumbing, electrical, heating, air conditioning, elevator, ventilating and all other mechanical or structural systems for which the Company is responsible under the Leases in the buildings or improvements are in good working order and condition, and the roof, basement and foundation walls of such buildings and improvements for which the Company is responsible under said Leases are in good condition and free of leaks and other material defects. All such mechanical and structural systems and such roofs, basement and foundation walls for which others are responsible under said Leases are, to violations the Company’s Knowledge, in good working order and condition and free of zoningleaks and other material defects. The plumbing, land useelectrical, buildingheating, safety air conditioning, elevator, ventilating and all other mechanical or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion structural systems of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility buildings and improvements located on the Owned Real Property. There exists no outstanding optionProperty and Leased Property are in good working order and condition, right and the roof, basement and foundation walls of first refusal or such buildings and improvements located on the Owned Real Property and Leased Property are in good condition and free of leaks and other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertymaterial defects.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently (a) Except as set forth on Section 3.14(a) of the Seller Disclosure Schedule, the Company does not own, or since January 1, 2004 has not owned, occupiedany direct, indirect or beneficial interest in real property. Section 3.14(a) of the Seller Disclosure Schedule sets forth a true and complete listing, as of the date hereof, of all Leases and the address, the name of landlord, the name of the tenant, the rent, the term, the entity in possession of any sublease, the amount of security deposit, if any, whether the real property is used exclusively by the Company or leased is shared with other businesses operated by Seller or in which any Affiliates of Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Sellerfor each Lease. Seller has delivered to Purchaser correct and complete copies of the Leases (as amended or supplemented). Each Lease is legal, valid, binding, in full force and effect, and enforceable in accordance with its respective terms against the Company and, to the knowledge of Seller, against the other parties thereto. (b) Each Lease grants the Company the exclusive right to use and occupy the premises and rights demised and intended to be demised thereunder. The Company has good and marketable fee simple valid title to all Real Property shown as owned by it on Schedule 4.16, the leasehold estate under each Lease free and clear of all any Encumbrances, other than obligations under such Lease and Permitted Encumbrances. Except as set forth in Section 3.14(b) of the Seller Disclosure Schedule, the Company has the right to quiet enjoyment of all Real Property in which material property leased by it holds a leasehold interest for the full termterm of each such Lease (or any renewal option) relating thereto. (c) Since January 1, including all renewal rights2013, none of Seller or the Company has given or received any notification that disputes the computation of rents or charges payable pursuant to the Leases and there are no pending unresolved material disputes with any landlord under the Leases. (d) Other than as disclosed in Section 3.14(d) of the leasehold interest. Schedule 4.16 identifies each lease agreementSeller Disclosure Schedule, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is there are no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or subtenants occupying any portion of the Leased Real PropertyProperties and except for the Company, no other person or entity has any right to occupy or possess any portion of the Leased Real Properties. Seller None of the Company’s interests in any of the Leased Real Properties have been pledged, assigned, hypothecated, mortgaged, or otherwise encumbered in any manner other than Permitted Encumbrances. (e) No written waiver, indulgence or postponement of the applicable landlord’s obligations under any Lease has been granted by the Company. The Company is not received entitled to any written notice free rent or similar concession and no rent has been prepaid for more than one month in advance and the Company is not entitled to any refund of any proposed, planned rent or actual curtailment of service of any utility supplied other sums heretofore paid to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertylandlord.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots 3.5 contains a complete description of all Real Property Interests (including street address, owner, and Seller’s use thereof). The Real Property Interests listed on Schedule 3.5 comprise all interests in Real Property owned by Selleror used to conduct the business and operations of the Station as now conducted. Except as described on Schedule 3.5, Seller has good good, valid and marketable insurable fee simple title to all fee estates included in the Real Property shown as owned by it on Schedule 4.16Interests and good title to all other Real Property Interests, in each case free and clear of all EncumbrancesLiens and all covenants, easements, restrictions, encroachments, leases, charges, and other than claims and encumbrances, except for Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a Each leasehold or subleasehold interest for the full termincluded on Schedule 3.5 is legal, including all renewal rightsvalid, of the leasehold interest. Schedule 4.16 identifies each lease agreementbinding, enforceable, and all amendments in full force and supplements effect. Neither Seller or, to Seller’s Knowledge, any other party thereto, for each parcel is in default, violation, or breach under any lease or sublease, and no event has occurred and is continuing that constitutes (with notice or passage of Real Property shown as leased by Seller on Schedule 4.16time or both) a default, violation, or breach thereunder. Seller has not received any written notice of assessments for public a default, offset, or counterclaim under any lease or sublease with respect to any of the Real Property Interests. Seller enjoys peaceful and undisturbed possession of the leased Real Property Interests; and so long as Seller fulfills its obligations under the lease therefor, Seller has enforceable rights to nondisturbance and quiet enjoyment against each lessor or sublessor and, to Seller’s Knowledge, except as set forth on Schedule 3.5, no third party holds any interest in the fee underlying leased the premises with the right to acquire or foreclose upon Seller’s leasehold or subleasehold interest. Seller has legal and practical access to all of the Owned Real Property and Leased Real Property, as applicable. Except as otherwise disclosed on Schedule 3.5, all towers, guy anchors, ground radials, and buildings and other improvements against any included in the Purchased Assets are, to Seller’s Knowledge, located entirely on the Owned Real Property or any written notice the Leased Real Property, as applicable, listed on Schedule 3.5. All Owned Real Property and Leased Real Property (including the improvements thereon) (a) is in good condition and repair consistent with its current use, (b) is available for immediate use in the conduct of the business and operations of the Station, and (c) complies in all material respects with all applicable building or Order by zoning codes and the regulations of any Governmental BodyAuthority having jurisdiction. No eminent domain or condemnation proceedings are pending or, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoningSeller’s Knowledge, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency threatened with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyInterests.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns any Real Property. (b) Schedule 4.16 discloses 2.9(b) lists as of the date of this Agreement all Real Property Leases. The real property described on Schedule 2.9(b)is referred to as the “Leased Real Property.” Copies of all written (and summarizes summaries of all real properties currently owned, occupied, used or leased oral) Real Property Leases have been provided to Buyer prior to the date of this Agreement. (c) The Owned Real Properties and the Leased Real Properties and their condition are suitable for their current use by Seller or in which Seller has an interest that are included in the Purchased Assets Company and its Subsidiaries. (such real properties, including d) All buildings, structures, improvements, fixtures, improvementsbuilding systems and equipment, leaseholdsand all components thereof, privilegesincluded in the Owned Real Properties and the Leased Real Property are in good condition, rightsordinary wear and tear excepted and are suitable for their current use. (e) There are adequate sanitary and storm sewer, easementspublic water, hereditamentsgas, Appurtenances electrical, telephone and related other utilities and facilities at each of the Owned Real Properties and Leased Real Properties, and neither the Company nor any of its Subsidiaries has received notice from any provider of such services of any changes required to any facilities used in connection with such utilities. Neither the Company nor any Stockholder has Knowledge of any pending or threatened moratoriums or restrictions that are reasonably likely to adversely affect the cost or availability of any public utilities. (f) The Company and its Subsidiaries enjoy peaceful and undisturbed possession of each Owned Real Property and Leased Real Property. (g) There are no pending condemnation, eminent domain, or any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Owned Real Properties, or, to the Knowledge of the Company and the Stockholders, any of the Leased Real Properties, nor has any notice of such a proposed condemnation been received by the Stockholders or the Company or any of its Subsidiaries. (h) None of the Owned Real Properties is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use or occupancy of such Owned Real Property or any part thereof, and there are no outstanding options, rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder first offer or rights of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all first refusal to purchase any Owned Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear or any interest therein. (i) The Company or each of all Encumbrances, other than Permitted Encumbrances. Seller its Subsidiaries has the right to quiet enjoyment of all conduct its business in each Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, remaining term of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of applicable Real Property shown as leased by Seller on Schedule 4.16. Seller Lease. (j) With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (k) Neither the Company nor any of its Subsidiaries has not received entered into any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency subleases with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Property.

Real Property. Schedule 4.16 discloses (a) The data site to which the Buyer have been provided access includes a true and summarizes all real properties currently ownedcomplete statement of: the name and number of each Store Property; the name and address of the applicable landlord; the date and description of each document comprising the applicable Store Lease and Assigned Sublease; the date the Store Property opened; with respect to each Store Lease, occupiedthe expiration date, used number of remaining renewal options, and current option notice deadline; the number of square feet (leasable and payable); the current base rent per square foot and the current base rent per square foot; and for each store for fiscal year 2016: the gross sales for percentage rent purposes under the Store Leases and the Assigned Subleases. (b) The Seller does not, except for the Store Properties, own, lease, license or leased by Seller has any other occupancy contracts, arrangements or interests with respect to or governing the Store Properties or that impacts or benefits the operation of the Stores and the Store Properties or generates income for the Store Properties, including any options or rights of first refusal, first offer, or first negotiation to lease or purchase not contained in which the Store Leases or the Assigned Subleases. (c) Except for the obligations arising under that certain agreement with CVS Health, the Store Leases, and the Assigned Subleases, there are no agreements, understandings or undertakings, oral or written, pertaining to the Store Leases or the Assigned Subleases, the security deposits, the Store Properties or Seller’s use or occupation of the Store Properties or any portion thereof. To the Seller’s Knowledge, no Person that is not a Seller has an interest that are included in any right to possess, use or occupy the Purchased Assets Store Properties. (such real propertiesd) Subject to entry of the Sale Order, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has (i) a good and marketable fee simple valid leasehold interest in and to the Store Leases and the Assigned Subleases and (ii) good and valid title to to, or a valid leasehold interest in, all Real Property shown as owned by it on Schedule 4.16Equipment, Improvements and other material tangible personal property constituting the Assets, free and clear of all EncumbrancesLiens. (e) Each of the Store Leases and Assigned Subleases is legal, valid, binding and enforceable against each party thereto in accordance with its respective terms (except for any direct or indirect restriction or limitation or condition on Seller’s assignment of the Store Leases and the Assigned Subleases and the Store Properties, and the operation of any business by the Buyer after the Closing, to Buyer which shall not be of any force or effect pursuant to the Sale Order) and is in full force and effect, and subject to entry of the Sale Order, no event of default currently exists thereunder by any counterparty thereto, no event has occurred thereunder that after giving notice and the passage of any applicable cure period or both would constitute and event of default, and no Seller has delivered or received any notice from any other party to any such Store Lease or Assigned Sublease of the termination or surrender thereof, and the Store Leases and Assigned Subleases have not been amended, modified or supplemented other than Permitted Encumbrances. Seller has the right to quiet enjoyment of as set forth on Disclosure Schedule 3.4(e). (f) The Store Properties comply in all Real Property in which it holds a leasehold interest for the full term, including material respects with all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreementLaws, and all amendments the Seller and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has the Debtors have not received any written notice of assessments for public improvements against regarding any Real Property actual or alleged material violation or any written notice material liabilities or Order by potential liabilities (including but not limited to any Governmental Bodyinvestigatory, insurance company remedial or board corrective obligations) under any Laws, in each case, relating to any Store Property. (g) There are no existing or proposed assessment or benefit districts affecting or which may affect any of fire underwriters the Store Properties, which result (or other body exercising will result) in the imposition of any incremental sales tax or similar functions that incremental tax on transactions between Buyer and its customers. (ih) relates There is no pending or, to violations of zoningSellers’ knowledge, land use, building, safety threatened litigation or fire ordinances claims for indemnification arising under or regulations, (ii) claims any defect or deficiency with respect to any Real Property of the Store Leases or (iii) requests Assigned Subleases or in connection with the performance Seller’s occupancy or use of any repairsof the Store Properties. (i) None of the Store Properties (nor any material portion of any shopping center in which any Store Property is located, alterations including but not limited to parking access, common areas, which might reasonably be expected to have a material effect on any operations of any Store Property) is subject to any material damage or destruction from fire, flood or other work to or casualty and all building systems and other Improvements are in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy good working order and Governmental Authorizations necessary for current and continued use and operation of the Real Propertycondition.

Real Property. (a) Schedule 4.16 discloses and summarizes all real properties currently owned4.4(a) identifies each lease, occupied, used sublease or leased by Seller or in other agreement under which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Leased Real Property owned is leased or otherwise occupied by Seller. or managed by any Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full termParty, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and amendments thereto (together with all amendments and supplements thereto, for each parcel of a “Real Property shown as leased by Lease”). (b) Neither Seller on Schedule 4.16. nor any Seller Party has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding Condemnation affecting all or any portion of the Real Property and, to Seller’s Knowledge, no such Condemnation is currently threatened. (c) Except as set out on Schedule 4.4(c), to Seller’s Knowledge, other than Permitted Encumbrances, there are no Contracts that are valued more than Two Hundred Fifty-Five Thousand Dollars ($250,000.00) annually which would grant to any other Person the right of use or occupancy of the Real Property or any portion thereof, and there is no Person in possession of the Real Property or any portion thereof other than Seller or Seller Parties. (d) Seller has made available to Purchaser true, accurate and complete copies of each Real Property Lease and any lease or lease agreement for more than five hundred (500) square feet which is not cancelable without penalty on 30 days or less advance written notice under which any portion of the Owned Real Property is leased or otherwise occupied or managed by any Person, including all material amendments thereto. (e) (i) There exists no material default, breach or dispute on the part of Seller or any Seller Party under any Real Property Lease, or Ventas Real Property Lease, which is beyond any applicable notice and cure period, and (ii) to Seller’s Knowledge, there exists no material default or breach by the landlord, sublessor, licensor or other obligor under any Real Property Lease or Ventas Real Property Lease. (f) The Owned Real Property and the Leased Real Property identified on Exhibit D and the Ventas Property identified on Exhibit J are all of the parcels of real property owned, leased, used or occupied by the Seller Parties in the operation of the Business. To Seller’s Knowledge, except for Permitted Encumbrances, and except as set forth on Schedule 6.10(g)(i), there are no encumbrances, easements or rights of way of record (or, if not of record, of which Seller has Knowledge) granted on or appurtenant to or otherwise affecting any of the Real Property. The Real Property is in material compliance with restrictions, covenants and agreements of record or which Seller has Knowledge related thereto. To Seller’s Knowledge, all of the Real Property currently has permanent rights of access to and from dedicated public rights of way or by private easement, as applicable. To Seller’s Knowledge, no fact or condition exists that would prohibit or adversely affect the current existing rights of access to and from any Real Property from and to the existing public highways and roads or private easements, and to Seller’s Knowledge, there is no pending restriction or denial, governmental or otherwise, upon such ingress or egress. To Seller’s Knowledge, each parcel of Real Property is comprised of a single, complete tax parcel, or if any Real Property is comprised of more than one (1) tax parcel, then such Real Property includes the entirety of all related tax parcels, or except as otherwise shown on an accurate survey. Except as otherwise disclosed to Purchaser, Seller has not received any written notice from any Governmental Authority that the Owned Real Property or the Leased Real Property is in violation of any proposed(i) Laws, planned (ii) certificates of occupancy, or actual curtailment (iii) zoning matter. (g) To Seller’s Knowledge, and except as shown on an accurate survey, there is not any (i) claim of service adverse possession or prescriptive rights involving or affecting any Real Property; (ii) buildings or other improvement located on any Real Property that encroaches on or over the boundaries of neighboring or adjacent properties; or (iii) structure, paving or other buildings or improvements of any utility supplied to other Person that encroaches on or over the boundaries of any facility located on the Real Property. There exists no outstanding optionTo Seller’s Knowledge, right of first refusal or other contractual right to purchaseand except as shown on an accurate survey, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation none of the Real Property is located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the meaning of any Law, regulation or ordinance. Except as disclosed on an accurate title report, no public improvements have been commenced and, to Seller’s Knowledge, none are planned that, in either case, may result in special assessments against or otherwise materially adversely affect the use of any Real Property (individually or in the aggregate). To Seller’s Knowledge and except as disclosed on the Title Reports or the First American Title Reports, no portion of any Real Property is subject to any rollback Taxes, recapture provisions, additional Taxes or assessments, or penalties as a result of having been at any time classified or zoned for agricultural, forest cropland, or similar use. To Seller’s Knowledge, there is no (1) planned or proposed increase in assessed valuations of any Facilities or Real Property except as set forth on Schedule 4.4(g); (2) Order requiring repair, alteration, or correction of any existing condition affecting any Facilities or Real Property, except as set forth on Schedule 4.4(g); (3) underground storage tanks except as otherwise set forth in any environmental report obtained by Purchaser; (4) notice from any local building inspector or written notice of any code violations affecting any of the Facilities or Real Property; or (5) work that has been done or labor or materials that has or have been furnished to any Facilities or Real Property during the period of one year immediately preceding the date of this Agreement (or during the period between the date hereof and the Closing Date) for which liens could be filed against any Facilities or Real Property that has not been, or will not be, fully paid or bonded over prior to Closing. (h) To Seller’s Knowledge, there is no outstanding damage to any Facilities or Real Property that would currently constitute a Casualty Loss, except as otherwise disclosed to Purchaser or as set forth on Schedule 4.4(h). (i) To Seller’s Knowledge, there are no unsatisfied written requests for repairs, restorations or alterations in excess of One Hundred Thousand Dollars ($100,000.00) with regard to any one of the Facilities or Real Property from any Person, entity or authority including, without limitation, any lender, insurance provider or Government Authority, except as otherwise disclosed to Purchaser or as set forth on Schedule 4.4(i). (j) Except as set forth on Schedule 4.4(j), no Transferred Facility is a “Special Focus Facility” as listed by the Centers for Medicaid and Medicare Services. (k) Notwithstanding anything else in this Agreement to the contrary, including any other representations as to Purchased Assets, this Section 4.4 and Sections 4.2(b), 4.3, 4.5, 4.8, 4.12 and 4.13 contain the only representations and warranties made by Seller with respect to the Real Property matters, except for other representations made in this Agreement with respect to the Real Property Leases.

Real Property. (a) TXEN owns no fee simple interest in real property or easement rights. Except as disclosed on Schedule 4.16 discloses 10.13, TXEN does not lease any real property. All real property noted on Schedule 10.13 as being leased is referred to herein as the "Leased Real Property" and summarizes all real properties currently owned, occupied, used or leases relating to the Leased Real Property are disclosed on Schedule 10.13 and are referred to herein as the "Leases." TXEN has a good and valid leasehold as to the Leased Real Property leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16it, free and clear of all Encumbrancesmortgages, security interests, title defects, pledges, liens and the possibility of liens, charges, tenancies, restrictions and encumbrances other than Permitted Encumbrances. Seller has Taxes and assessments, both general and special, which are a lien but not yet due and payable that do not, individually or in the right to quiet enjoyment aggregate, materially detract from the value of all the Leased Real Property or materially impair the use and operation thereof in which it holds a leasehold interest for carrying on the full termbusiness of TXEN. There are no pending or, including all renewal rightsto the best knowledge of TXEN, of threatened proceedings in eminent domain involving the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Leased Real Property or any written notice portion thereof, or Order by for a sale in lieu thereof, or of any Governmental Bodyplans for a possible widening of the streets abutting the Leased Real Property or the imposition of any special taxes or assessments against the Leased Real Property or any portion thereof. To the best knowledge of TXEN, insurance company the applicable zoning (without reliance on any variance, special permit or board of fire underwriters nonconforming use or other body exercising similar functions that (i) relates to violations of zoning, land use), building, environmental, health and safety laws and regulations permit as a matter of right and without the incurrence by Surviving Corporation of any obligation or fire ordinances liability (including the obligation to incur any costs or regulationsexpenses) the continued use of the Leased Real Property by Surviving Corporation for the same purposes and uses as same have been heretofore used by TXEN, including the operation of TXEN's business. (iib) claims Except as disclosed on Schedule 10.13, there are no outstanding written or oral leases covering or in any defect way affecting, and there are no tenants occupying or deficiency having the right to occupy, the Leased Real Property or any part thereof, other than the Leases. To the best of TXEN's knowledge, no person or entity has any right with respect to any such Leased Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right whether by option to purchase, sellland contract, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued otherwise) which would prevent or interfere with possession or use and operation of the Leased Real Property by the Surviving Corporation on and after the Effective Date. 15 (c) The Leases are in full force and effect. TXEN has heretofore provided to NRC a complete, true, and correct copy of the Leases, including any and all modifications or amendments thereof and any supplements thereto. All material terms, conditions, and provisions of the Leases to be performed by TXEN and, to the best knowledge of TXEN, by the landlords, have been duly and timely performed and complied with. To the best knowledge of TXEN, no event has occurred or failed to occur which with the giving of notice, the passage of time, or both, would constitute a default by the landlords or TXEN under any of the Leases. The landlords have not waived, or extended the time for performance of, any obligation of TXEN under any of the Leases. There are no security deposits or prepaid rent (including last month's rent in advance) with respect to the Leased Real Property. (d) To the best knowledge of TXEN, there are no prohibitions or other limitations, whether contained in the Leases or otherwise, on TXEN's right to transfer the Leased Real Property in connection with this Agreement. Except as specifically noted on Schedule 10.13, no consent, authorization, or approval is required under the Leases in connection with the consummation of the transactions contemplated hereby or TXEN's ability to consummate the transactions contemplated hereby.

Real Property. Section 4(a)(xviii) of the Stockholders’ Disclosure Schedule 4.16 discloses and summarizes all real properties currently lists, as of the date of this Agreement: (a) each of the senior living facilities directly or indirectly owned, occupiedleased or subleased by any of the Companies or any of the Designated Subsidiaries (the “Facilities”), used or leased by Seller or in which Seller has an interest that are included in (b) the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number the licensed capacity of each such Facility, (c) the Designated Subsidiary that owns each such Facility, and, if applicable, the identity of any other Designated Subsidiary or NY License-Holder that leases such Facility from the relevant owner, (d) where applicable, the identity of the current lease agreement for each lease pursuant to which a Company or a Designated Subsidiary leases all or part of a Facility from a third party (each a “Lease”) and (e) any other material Real Estate Agreement (excluding Resident Leases and Permitted Liens). No Company or Designated Subsidiary leases, subleases or otherwise permits the occupancy by any third party (other than a resident under a Resident Lease and other than a commercial enterprise that provides services to residents at a Facility) of all tractsor any portion of any of the Facilities. None of the Companies or the Designated Subsidiaries owns, parcels leases, subleases any real property other than the Facilities. With respect to each parcel of real property owned by the Companies and subdivided lots of all the Designated Subsidiaries (each, an “Owned Real Property” which Owned Real Property owned by Seller. Seller as of the date hereof shall be so designated in Section 4(a)(xviii) of the Stockholders’ Disclosure Schedule): (A) the Company or Designated Subsidiary that is the record owner of the Facility indicated in Section 4(a)(xviii)(A) of the Stockholders’ Disclosure Schedule (or, in the case of the Facility known as “Marland Place”, Marland Place Associates Limited Partnership) that is located on such Owned Real Property has good good, marketable and marketable valid fee simple title to such Owned Real Property, free and clear of any mortgage, deed of trust, claim against title, pledge, security interest, easement, right of way, reservation, agreement or other lien, encumbrance or title defect of any kind that reasonably could be expected to impair in any material respect the current use, occupancy or operation by the Companies or the Designated Subsidiaries of the property subject thereto, except only for Permitted Liens; (B) all Facilities located on the Owned Real Property shown are (x) supplied with utilities and other services adequate for the operation of said Facilities, (y) are in working order sufficient for their normal operation in the business of the Companies and the Designated Subsidiaries, subject only to normal wear and tear, and without any material structural defects and (z) are adequate and suitable for the purposes for which they are presently being used; (C) each of the Facilities located on the Owned Real Property has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof; (D) there are no pending or, to the Knowledge of the Stockholders, threatened condemnation proceedings relating to the Owned Real Property; (E) there are no outstanding agreements, contracts, commitments, options, or rights of first refusal granted to third parties to purchase the Owned Real Property, the Facilities thereon, or any portion thereof or interest therein; (i) there are no material existing zoning violations with respect to any Owned Real Property, (ii) there are no pending proceedings initiated by or on behalf of any Company or Company Subsidiary to change or redefine the zoning classification of all or any portion of any the Owned Real Property, and (iii) no Stockholder, Company or Designated Subsidiary has received written notice of, and to the Knowledge of the Stockholders there is no, proposed proceeding of such kind in each case that reasonably could be expected to have a material adverse effect on the current use, occupancy or operation of any Facility; and (G) the Owned Real Property is assessed by local property assessors as owned a tax parcel or parcels separate from all other tax parcels. With respect to the Leased Real Property: (H) the Company or Designated Subsidiary that is the lessee under each Real Estate Agreement listed on Section 4(a)(xviii) of the Stockholders’ Disclosure Schedule has valid leasehold title to such Leased Real Property, free and clear of any mortgage, pledge, security interest, easement or other lien or encumbrance of any kind, other than Permitted Liens, that impair in any material respect the current use, occupancy or operation by the Companies or the Designated Subsidiaries of the property subject thereto; (I) a correct and complete copy of each Lease and all amendments thereto have been made available to Acquiror. (J) all Facilities located on the Leased Real Property are (x) supplied with utilities and other services adequate for the present operation of said Facilities, (y) are in working order sufficient for their normal operation in the business of the Companies and the Designated Subsidiaries, subject only to normal wear and tear and (z) are adequate and suitable for the purposes for which they are presently being used, occupied or operated; (K) each of the Facilities located on the Leased Real Property has sufficient access to and from publicly dedicated streets, without any constraints that interfere with the normal use, occupancy and operation of the Facilities; (L) except as set forth in the relevant Lease, the landlord therefor does not have any outstanding options or rights to terminate any Lease with regard to Leased Real Property prior to the expiration of the term thereof (except for termination rights following a casualty, condemnation, default or similar event); (M) there are no pending or, to the Knowledge of the Stockholders, threatened condemnation proceedings relating to the Leased Real Property; and (N) (i) there are no material existing zoning violations with respect to any Leased Real Property, (ii) there are no pending proceedings initiated by any Company or Company Subsidiary to change or redefine in any material respect the zoning classification of all or any portion of any the Leased Real Property, and (iii) no Stockholder, Company or Designated Subsidiary has received written notice of, and to the Knowledge of the Stockholders there is no, proposed proceeding of such kind, in each case that reasonably could be expected to have a material adverse effect on the current use, occupancy or operation of any Facility located on such Leased Real Property. With respect to both the Owned Real Property and the Leased Real Property: (O) The Companies’ or the applicable Designated Subsidiary’s fee simple or leasehold title to each Owned Real Property or Leased Real Property is insured pursuant to a title insurance policy duly issued by a national title insurance company (each such policy, a “Company Title Insurance Policy”) and, to the Knowledge of the Stockholders, each Company Title Insurance Policy is valid, in full force and effect and no claim has been made thereunder; (P) Section 4(a)(xviii)(P) of the Stockholders’ Disclosure Schedule lists, as of the date of this Agreement, each material renovation or construction project with aggregate projected costs in excess of $2,000,000 currently being performed at any Real Property (the “Construction Projects”). Section 4(a)(xviii)(P) of the Stockholders’ Disclosure Schedule sets forth, as of the date of this Agreement, the budgeted cost and cost to complete each Construction Project. None of the Companies or Designated Subsidiaries has received written notice of material default by it of any obligation with respect to the Construction Projects and, to the Knowledge of the Stockholders, the contractors obligated to complete any of the Construction Projects are not in material default with respect to such obligations; (Q) As of the date hereof, to the Knowledge of the Stockholders, the Companies and the Designated Subsidiaries have not received any written notice from the relevant taxing authority of (i) an increase in the assessed value and/or millage rate applicable to any Owned Real Property that reasonably can be expected to result in an increase of greater than 5% in the real property taxes payable with respect to that Owned Real Property for the next taxable period (as measured against the real property taxes owed in the current comparable period) or (ii) the imposition of any public improvement assessment or other special charge applicable to any Owned Real Property involving an amount payable in the next tax period that will exceed the amount payable for such item in the current tax period, if any, by greater than $100,000; and (R) A Company or a Designated Subsidiary has valid title to all material personal property located on Schedule 4.16any Real Property, free and clear of all Encumbrancesliens, other than except for Permitted Encumbrances. Seller has Liens and liens that are immaterial or relate to debt and encumbrances and which do not materially detract from the right to quiet enjoyment value of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies such property. (S) each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real PropertyEstate Agreements is in full force and effect and is valid, binding and, to the Knowledge of the Stockholders, enforceable in accordance with its terms against the lessor or lessee. Seller Neither any Company nor any Designated Subsidiary has not received any written notice of any proposeddefault by it or, planned or actual curtailment to the Knowledge of service the Stockholders, by any other party, pursuant to the terms of any utility supplied Real Estate Agreement. The Parties agree that the representations in this Section 4(a)(xviii) do not relate to any facility located on the Real Property. There exists no outstanding optionand shall not be interpreted as addressing compliance with Environmental Laws, right of first refusal or other contractual right it being understood that all representations relating to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertythose matters are set forth exclusively in Section 4(a)(xiii).

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used The Company or leased by Seller or in which Seller has an interest that are included in one of its Subsidiaries is the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights owner of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all the Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all EncumbrancesLiens, other than except for (i) the matters listed on Schedule 4.25 of the Disclosure Schedule; (ii) Permitted EncumbrancesLiens; and (iii) Liens that shall be released pursuant to the Plan at or prior to the Closing. Seller has Except as set forth on Schedule 4.25 and with respect to the Permitted Liens, (i) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to quiet enjoyment use or occupy any portion of all such Owned Real Property in which it holds and (ii) other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any portion of such Owned Real Property. Neither the Company nor any Subsidiary is a leasehold interest for the full term, including all renewal rights, party to any agreement or option to purchase any real property. The Owned Real Property listed on Schedule 4.25 of the leasehold interestDisclosure Schedule constitutes all of the real property owned by the Company or its Subsidiaries. Subject to payment of any cure amounts set forth on Schedule 4.16 identifies 4.25, and except as set forth on Schedule 4.25 of the Disclosure Schedule: (i) all of the Real Estate Leases listed on Schedule 4.25 of the Disclosure Schedule constitute all of the real estate leases of the Company and its Subsidiaries and are all valid, existing, in full force and effect and binding upon the Company and its Subsidiaries and the other parties thereto in accordance with their terms; (ii) each lease agreementof the Company and its Subsidiaries and, to the Company’s Knowledge, each of the other parties thereto, is in compliance with all material terms and requirements of each such Real Estate Lease, and all amendments undisputed rent and supplements theretoother material sums and charges payable by the Company and its Subsidiaries as tenant or subtenant thereunder are current; (iii) all cure amounts necessary for Buyer to assume any leases set forth on Schedule 4.25 of the Disclosure Schedule shall have been made pursuant to Section 365 of the Bankruptcy Code on or prior to Closing; (iv) the Company’s good faith estimate of the approximate aggregate amount of such rent and other sums and charges so payable are as set forth in Schedule 4.25 opposite the applicable Real Estate Lease; (v) no security deposit or portion thereof deposited with respect to the Real Estate Leases (if any) has been applied in respect of a breach or default under such Real Estate Leases which has not been redeposited in full; (vi) neither the Company nor any Subsidiary has subleased, for licensed or otherwise granted any Person the right to use or occupy the real property demised by the Real Estate Leases; and (vii) other than to the lenders of the Senior Debt, neither the Company nor any Subsidiary has collaterally assigned or granted any other security interest in the Real Estate Leases. The Company has delivered to Buyer a true and complete copy of each parcel Real Estate Lease (other than those of any Non-Controlled Subsidiaries). To the Company’s Knowledge, there is no pending proceeding to change or redefine the applicable legal requirements pertaining to zoning of any portion of the Owned Real Property. No proceeding seeking an increase or reduction in real estate Taxes imposed upon the Owned Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice or the assessed valuation of assessments for public improvements against any the Owned Real Property or any written notice portion thereof have been settled during the three (3) year period preceding the date of this Agreement or Order by are currently pending. To the Company’s Knowledge, there is no pending imposition of any Governmental Body, insurance company or board of fire underwriters special or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety assessments affecting the Owned Real Property or fire ordinances any portion thereof or regulations, (ii) claims any defect penalties or deficiency interest due with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting real estate Taxes assessed against all or any portion of the Owned Real Property that are payable by the Company or its Subsidiaries or would result in a Lien against the Owned Real Property. Seller None of the Company or its Subsidiaries has not received any written notice of of, and to Company’s Knowledge, there is not any proposedpending, planned threatened or actual curtailment of service of any utility supplied contemplated action to any facility located on change the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation zoning status of the Owned Real PropertyProperty or eminent domain proceedings.

Real Property. (a) Section 4.17(a)(i) of the Disclosure Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in contains a correct list as of the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights date hereof of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all each Owned Real Property owned by Sellerany of the Acquired Companies. Seller has good and marketable fee simple title to all Section 4.17(a)(ii) of the Disclosure Schedule contains a correct list as of the date hereof of each Leased Real Property shown leased or subleased by any of the Acquired Companies (as owned lessee or sublessee). Section 4.17(a)(iii) of the Disclosure Schedule contains a correct list as of the date hereof of any leases or subleases of any Owned Real Property or Leased Real Property leased or subleased by it on Schedule 4.16, free and clear any of all Encumbrancesthe Acquired Companies (as lessor or sublessor) to any other Person, other than residential dwelling or apartment leases or vender service contracts or license agreements entered into by any Acquired Company in the ordinary course of business. (b) With respect to each lease listed in Section 4.17(a)(ii) of the Disclosure Schedule: (i) except with respect to (A) any subleases listed on Section 4.17(a)(iii) of the Disclosure Schedule, (B) all residential dwelling or apartment tenant leases, commercial retail, office or industrial tenant leases, or vendor service contracts or license agreements entered into or assumed by any Acquired Company in the ordinary course of business, and (C) Permitted Encumbrances for any Indebtedness encumbering any Leased Real Property and other Permitted Encumbrances. Seller , none of the Acquired Companies has subleased, licensed, assigned, transferred or conveyed any interest in the right to quiet enjoyment of all Leased Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of or the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, ; (ii) claims to the Knowledge of Seller, neither Seller nor any defect or deficiency with respect to any Real Property or (iii) requests of its Subsidiaries, including the performance of any repairsAcquired Companies, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposedpending or threatened condemnation proceedings, planned lawsuits, administrative actions or actual curtailment other Actions relating to any Acquired Company’s occupancy or use of the property; and (iii) such lease constitutes the entire agreement to which the applicable Acquired Company is a party with respect to the Leased Real Property leased thereunder. (c) With respect to each material Owned Real Property listed on Section 4.17(a)(i) of the Disclosure Schedule: (i) except with respect to (A) any subleases listed on Section 4.17(a)(iii) of the Disclosure Schedule, or (B) all residential dwelling or apartment tenant leases, commercial retail, office or industrial tenant leases, or vendor service contracts or license agreements entered into or assumed by any Acquired Company in the ordinary course of business, and other than Permitted Encumbrances, none of the Acquired Companies has leased, licensed, transferred or conveyed any interest in any Owned Real Property; and (ii) to the Knowledge of Seller, neither Seller nor any of the Acquired Companies has received any written notice of any utility supplied pending or threatened condemnation proceedings, lawsuits, administrative actions or other Actions relating to any facility located on the Real Property. There exists no outstanding option, right of first refusal Acquired Company’s occupancy or other contractual right to purchase, sell, assign or dispose use of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Owned Real Property.

Real Property. (a) Schedule 4.16 discloses 5.11(a) of the Parent Disclosure Letter sets forth the address (or other identifying description) of each parcel of Parent Leased Real Property and summarizes all real properties currently ownedthe identity of the lessor, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets lessee and current occupant (if different from lessee) of each such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights parcel of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Parent Leased Real Property. The Parent Leased Real Property constitutes all of the leased real property used or held for use by Parent and its Subsidiaries that is material to the conduct of their business as currently conducted. A Parent Entity has a valid and binding leasehold interest in each parcel of Parent Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. No Parent Entity has subleased, licensed or otherwise granted to a third party any right to use or occupy all or any portion of the Parent Leased Real Property. (b) Schedule 4.16 identifies 5.11(b) of the correct legal description, street Parent Disclosure Letter sets forth the address and tax parcel identification number of all tracts, parcels and subdivided lots each parcel of all Parent Owned Real Property owned by SellerProperty. Seller A Parent Entity has good and marketable fee simple title in and to each parcel of Parent Owned Real Property, including all Real Property shown as owned by it on Schedule 4.16of the buildings and improvements thereon, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right There are no outstanding options, rights of first offer or rights of first refusal to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received purchase any written notice of assessments for public improvements against any such Parent Owned Real Property or any written notice portion thereof or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any interest therein. The Parent Owned Real Property constitutes all of the owned real property used or (iii) requests held for use by Parent and its Subsidiaries that is material to the performance conduct of any repairstheir business as currently conducted. All buildings, alterations or structures and other work to or in any improvements located on the Parent Owned Real Property are in good condition and repair in all material respects, reasonable wear and tear excepted. Other than pursuant to easements of record, no Parent Entity has leased or in granted any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain right to use or similar proceeding affecting occupy all or any portion of the a Parent Owned Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied Property to any facility located on the Real Propertya third party. There exists is no outstanding option, right of first refusal condemnation or other contractual right proceeding in eminent domain, pending or, to purchaseParent’s Knowledge, sellthreatened, assign affecting the Parent Owned Real Property or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyportion thereof or interest therein.

Real Property. (a) The Company Group Entities do not own any fee interest in any real property. (b) Schedule 4.16 discloses 2.11 of the Disclosure Letter will list all leases of real property (and summarizes the lands covered thereby) pursuant to which any Company Group Entity leases real property for use in connection with the Business (all such leased real properties currently ownedproperty, occupiedthe “Leased Real Property” and, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (all such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, listed leases collectively, the "REAL PROPERTY") and identifies “Scheduled Leases”), in each case specifying the record title holder address of all the Leased Real Property, the name of the lessor and lessee, and term of each lease. Schedule 4.16 identifies Each Scheduled Lease is in full force and effect and constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that would constitute, or that with the correct legal descriptiongiving of notice or the passage of time or both would constitute, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all a default under any Scheduled Lease by a Company Group entity or by any other party to any Scheduled Lease. The Company Group Entities validly occupy the Leased Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, in accordance with the terms of such lease free and clear of all Encumbrances, other than Liens except Permitted Encumbrances. Seller has the right to quiet enjoyment of all Liens. (c) The Leased Real Property in which it holds a leasehold interest for the full term, including constitutes all renewal rights, of the leasehold interestreal property that has been used in connection with the ownership and operation of the Business since December 31, 2017. Schedule 4.16 identifies each lease agreementOther than the Company Group Entities, there are no parties in possession of any portion of any Leased Real Property as lessees, subtenants, tenants at sufferance or trespassers. The Company Group Entities have full right and authority to use and operate all of the improvements located on the Leased Real Property. Such improvements are being used, occupied, and maintained in all amendments material respects by the Company Group Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and supplements theretoreservations. Certificates of occupancy and all other material licenses, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order permits, authorizations and approvals required by any Governmental BodyAuthority having jurisdiction over the Leased Real Property have been issued for the applicable Company Group Entity’s occupancy of each of such improvements and all such certificates, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoninglicenses, land usepermits, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency authorizations and approvals have been paid for and are in full force and effect. No casualty loss has occurred with respect to any the improvements located on the Leased Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property“Facilities”). There is no pending or, to the Knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation, expropriation, eminent domain or similar proceeding or special assessment affecting any of the Leased Real Property, nor is any such proceeding or assessment being contemplated. The Facilities are free from material structural and mechanical defects (including roofs) and have been used by the Company Group Entities in the Ordinary Course of Business and remain as of the date of this Agreement in suitable and adequate condition for such continued use. Neither ▇▇▇▇▇▇▇▇ nor any of his/its respective Affiliates have deferred maintenance of the Facilities in contemplation of the Contemplated Transactions. All of the Leased Real Property has direct access to public roads without the use of any easement, license or right of way. MIPA – AAG Hyundai 12 (d) ▇▇▇▇▇▇▇▇ shall furnish LMP with true and complete copies of (i) all deeds, leases, title opinions, title encumbrances, title insurance policies and surveys in the possession of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any portion of their respective Affiliates that relate to the Leased Real Property, together with true and complete copies of all title insurance policies and the most current survey of the Leased Real Property. Seller has not received Property and the Facilities in the possession or control of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any written notice of their respective Affiliates, and (ii) all reports of any proposedengineers, planned environmental consultants or actual curtailment of service of any utility supplied other consultants in their possession relating to any facility located on of the Leased Real Property. There exists no outstanding optionProperty or the Facilities. (e) All utilities (including water, right of first refusal sewer or other contractual right septic, gas, electricity, trash removal and telephone service) are available to purchase, sell, assign or dispose of any owned the Leased Real Property. Seller has all certificates of occupancy Property in sufficient quantities and Governmental Authorizations necessary for current and continued use and quality to adequately serve the Leased Real Property in connection with the operation of the Real PropertyBusiness conducted therefrom as such operations are currently conducted thereon.

Real Property. Schedule 4.16 discloses (a) All real property leases (including all interests in and summarizes all rights to real properties currently owned, occupied, used or property) and improvements located thereon leased by Seller the Company or in which Seller has an interest that any of its Subsidiaries are included in the Purchased Assets listed on Schedule 5.15(a) (such real propertiesindividually, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances a “Real Estate Lease” and related rights of every nature, collectively, the "REAL PROPERTY"“Real Estate Leases”). (b) All real property licenses or occupancy agreements and improvements located thereon leased by the Company or any of its Subsidiaries are listed on Schedule 5.15(b) (individually, a “Real Estate License” and collectively, the “Real Estate Licenses” and together with the Real Estate Leases collectively referred to herein as “Real Estate Agreements”). (c) Neither the Company nor any of its Subsidiaries has granted any assignment, sublease, license, concession or other occupancy or right of use agreements to any third party in connection with the Real Estate Agreements. (d) Neither the Company nor any of its Subsidiaries has, or has ever had, any ownership interest of any kind in, or rights to, any real property or improvements, except solely for leasehold and license interests in the real property and improvements listed on Schedule 5.15(a) and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title 5.15(b) pursuant to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real PropertyEstate Agreements described therein. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion Each of the Real Property. Seller has not received any written notice Estate Agreements are in full force and effect in accordance with its respective terms and the Company or its applicable Subsidiary that is the tenant under each Real Estate Agreement is the holder of any proposedthe licensee’s, planned occupant’s, lessee’s or actual curtailment of service of any utility supplied to any facility located on the Real Propertytenant’s interest thereunder. There exists no outstanding optionDefault under any Real Estate Agreement and no circumstance exists which could reasonably be expected to result in such a Default. The Company and each of its Subsidiaries have complied with and timely performed all conditions, right covenants, undertakings and obligations on its part to be complied with or performed under the Real Estate Agreements, including payment of all rents, license payments, fees, expenses and other charges to the extent due and payable. There are no leases, subleases, licenses, concessions, options, rights of first refusal refusal, or any other contractual Contracts granting to any Person, other than the Company or any of its Subsidiaries, any right to purchasethe possession, selluse, assign occupancy or dispose enjoyment of any owned Real PropertyProperty leased, licensed or occupied by the Company or any of its Subsidiaries or any portion thereof, including the Real Estate Agreements. All utilities, including water, gas, telephone, electricity, sanitation and storm sewers are available to the Company or its applicable Subsidiary at normal and customary rates and are adequate for the Company’s or its applicable Subsidiaries’ current use of the real property subject to a Real Estate Agreement. The Company or its applicable Subsidiary has peaceful and undisturbed possession under the Real Estate Leases to which they are a party. No casualty events have occurred in the past twenty-four (24) months and there are no pending or, to the Knowledge of the Company, any of its Subsidiaries or any Seller has Party, any threatened condemnation proceedings, lawsuits or administrative actions relating to the real property belonging to the Real Estate Agreements, or any matters affecting the current use, occupancy or value thereof. All buildings, fixtures, improvements and structures located on and all certificates of occupancy appurtenances belonging to the real property subject to the Real Estate Agreements have been maintained in all respects and, taken as a whole, are in good condition and Governmental Authorizations necessary repair, normal wear and tear excepted, and are suitable for current and continued use and the purposes for which they are being used in the operation of the Business. The real property subject to the Real PropertyEstate Agreements has received all approvals of Governmental Bodies, and has been operated and maintained substantially in accordance with applicable Laws, rules and regulations.

Real Property. (a) Section 6.18(a) of the ILG Disclosure Schedule 4.16 discloses and summarizes all real properties currently ownedsets forth the common address, occupiedas of the Execution Date, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all ILG Owned Real Property. Schedule 4.16 identifies ILG and the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has ILG Subsidiaries have good and marketable fee simple title (or the applicable local equivalent) to all ILG Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, other than subject to any Permitted EncumbrancesLiens. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, As of the leasehold interest. Schedule 4.16 identifies each lease agreementExecution Date, and all amendments and supplements thereto, for each parcel neither ILG nor any of Real Property shown as leased by Seller on Schedule 4.16. Seller its Subsidiaries has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding Action affecting all or any material portion of the ILG Owned Real Property. Seller None of ILG or any of the ILG Subsidiaries has not leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the ILG Owned Real Property, other than in the ordinary course of business consistent with past practice. (b) Section 6.18(b) of the ILG Disclosure Schedule sets forth the common address, as of the Execution Date, of all ILG Leased Real Property. ILG and the ILG Subsidiaries have a valid and enforceable leasehold estate in all ILG Leased Real Property, subject to the Remedies Exception and any Permitted Liens. Neither ILG nor any of its Subsidiaries, nor, to the knowledge of ILG, as of the Execution Date, any other party thereto, is in breach of or default under any Contract pursuant to which ILG and the ILG Subsidiaries occupy any ILG Leased Real Property. Neither ILG nor any of its Subsidiaries has, as of the Execution Date, received any written notice from any lessor of such ILG Leased Real Property of any proposedbreach of or default under any such Contract pursuant to which ILG and the ILG Subsidiaries occupy any ILG Leased Real Property by ILG or any of its Subsidiaries (in each case, planned with or actual curtailment without notice or lapse of service time or both), which breach or default has not been cured. None of ILG or any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the ILG Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the tenant’s interest in the ILG Leased Real Property.

Real Property. (a) Schedule 4.16 discloses 4.10(a)(ii) to the Disclosure Letter sets forth a true and summarizes complete list of all real properties currently owned, occupied, used or leased owned by Seller or in which Seller has an interest that are included in the Purchased Assets Company (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY"“Company Owned Real Property”) and identifies Schedule 4.10(a)(i) to the record title holder Disclosure Letter sets forth a true and complete list of all the Business Owned Real Property. Except as disclosed on Schedule 4.16 identifies 4.10(a)(iii) to the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Disclosure Letter: (i) the Company has good and marketable fee simple valid title to all the Company Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, any Encumbrances other than Permitted Encumbrances; (ii) CECA has valid title to the Business Owned Real Property, free and clear of any Encumbrances other than Permitted Encumbrances; (iii) there are no leases, subleases, licenses, concessions or other similar agreements, granting to any third parties the right of use or occupancy of any portion of the Company Owned Real Property or the Business Owned Real Property; (iv) to the knowledge of the Sellers, all buildings and constructions on the Company Owned Real Property and on the Business Owned Real Property which are material to the conduct of the Business or the business of the Company as currently conducted are in normal working condition and structurally sound, subject to ordinary wear and tear and taking into account the age of such Real Property, the past activities conducted therein and required maintenance capital expenditures and periodic shutdowns in the ordinary course; (v) other than the headquarters (siège social) of CECA and the Leased Real Property, the Company and CECA (in respect of the Business) do not use or occupy in any manner whatsoever, for the operation of the Business, any real property other than the Company Owned Real Property and the Business Owned Real Property; (vi) no consent, approval, authorization, waiver or agreement of any Person is required to be obtained in connection with the transfer or assignment of the Business Owned Real Property pursuant to the transactions contemplated by this Agreement; and (vii) as of April 14, 2016, neither the Company nor CECA (in respect of the Business) is a party to, or bound by, any agreement, contract, arrangement or order issued by Governmental Authorities whereby the Company or CECA (in respect of the Business) has the obligation to dispose of, assign, transfer, remedy or demolish real properties owned by the Company or CECA (in respect of the Business) or purchase, assume or otherwise acquire as transferee real estate properties not currently owned by the Company or CECA (in respect of the Business). (b) Schedule 4.10(b) to the Disclosure Letter sets forth a true and complete list of all real properties leased or otherwise occupied by (x) the Company and which are material to its business as presently conducted or involved in calendar year 2015 the expenditure by the Company in an aggregate amount in excess of fifty thousand (50,000.00) euro (the “Company Leased Real Property”) and (y) CECA and which are exclusively used or held for use for the operation of the Business ((the “Business Leased Real Property” and, together with the Company Leased Real Property, the “Leased Real Property”). Seller Except as disclosed on Schedule 4.10(b) to the Disclosure Letter: (i) assuming valid title in the lessor of such Leased Real Property, each of CECA and the Company has the right to quiet enjoyment of occupy and use all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Leased Real Property shown on such Schedule as leased by Seller on Schedule 4.16. Seller it; (ii) as of the date hereof, no party to any such Leased Real Property has not received any given the Company written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that of: (i) relates to violations any material increase after the date hereof in rent or charges, other than an increase in accordance with the terms of zoning, land use, building, safety such lease or fire ordinances occupancy agreement or regulations, applicable Laws; (ii) claims any defect non-renewal of occupancy after the date hereof; (iii) any material variation, cancellation or deficiency termination after the date hereof of any such lease or occupancy agreement; or (iv) any claim with respect to any Real Property breach or default under any such lease or occupancy agreement, the consequences of which, individually or in the aggregate, might reasonably be expected to result in the termination after the date hereof by the lessor of such lease or occupancy agreement; and (iii) requests the performance no consent, approval, authorization, waiver or agreement of any repairs, alterations Person is required to be obtained in connection with the transfer or other work to or assignment of the rights of CECA in any respect of the Business Leased Real Property or in any streets bounding pursuant to the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertytransactions contemplated by this Agreement.

Real Property. (a) The attached Real Property Schedule 4.16 discloses sets forth a list of the addresses and summarizes evident uses of all real properties currently ownedproperty (i) owned by the Company or its Subsidiaries (the “Owned Real Property”); or (ii) leased, occupiedsubleased or licensed by or for which a right to use or occupy has been granted to the Company or its Subsidiaries (the “Leased Property” and together with the Owned Real Property, used the “Real Property”). The attached Real Property Schedule also identifies with respect to each Leased Property, each lease, sublease, license or leased by Seller other Contract under which such Leased Property is occupied or in which Seller has an interest used, including the date of and legal name of each of the parties to such lease, sublease, license or other Contract and each amendment, modification, supplement or restatement thereto (the “Real Property Leases”). There are no properties, assets, or facilities used, or necessary for the conduct of, the business of the Company and its Subsidiaries as now conducted (including those that are included in licensed by the Purchased Assets (such real MA DPH or RI DOH) other than those properties, including buildingsassets, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, facilities set forth on the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all attached Real Property owned by Seller. Seller Schedule. (b) The Company or one of its Subsidiaries has good and marketable fee simple title in and to all the Owned Real Property shown as owned by it on Schedule 4.16Property, free and clear of all Encumbrances, Liens other than Permitted EncumbrancesLiens. Seller Real Property Leases are in full force and effect, and the Company or one of its Subsidiaries holds a valid and existing leasehold interest under each Leased Property lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. Neither the Company nor any Subsidiary nor, to Seller’s Knowledge, any other party is in default in any material respect under any of such Real Property Leases. No more than one (1) month’s rent has been prepaid under any Real Property Lease. Neither the Company nor any of the Subsidiaries has any present or future obligation to construct any tenant improvements or to pay any lease commissions under any Real Property Lease. No security deposit or portion thereof deposited with respect to a Real Property Lease has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full. There are no guarantees or letters of credit that currently secure any of the Real Property Leases. (c) There are no written or oral leases, subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right to quiet enjoyment use or occupy any of all the Real Property and there is no Person (other than the Company or its Subsidiaries) in which it holds a leasehold interest for the full term, including all renewal rights, possession of any of the leasehold interest. Schedule 4.16 identifies Real Property. (d) Except as set forth in the Real Property Schedule, the Company has delivered to Buyer complete copies of the Real Property Leases, in each lease agreementcase as amended or otherwise modified and in effect, and all amendments and supplements thereto, for each parcel of the Real Property shown Leases are in full force and effect, enforceable in accordance with their terms, except as leased enforceability may be limited by Seller on Schedule 4.16. Seller the Enforceability Exceptions. (e) The Company has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that delivered to Buyer copies of: (i) relates any property condition and technical reports (including structural, geotech or soil reports), environmental reports and site assessments related to violations the Property in possession of zoning, land use, building, safety or fire ordinances or regulations, the Company; (ii) claims any defect or deficiency all as-built plans with respect to any improvements located on the Owned Real Property or in the possession of the Company; (iii) requests to the performance extent in the Company’s possession, copies of all certificates of occupancy (or any repairs, alterations similar permits or licenses) and all other work licenses or permits issued by any Governmental Body with respect to or in any Real Property or in any streets bounding the Real Property, if available; (iv) to the extent in the Company’s possession, copies of ad valorem tax statements relating to the Real Property for the years 2014 and 2015 and the current tax period, if available; (v) to the extent in the Company’s possession, copies of Seller’s most current title insurance information and survey of the Owned Real Property; and (vi) copies of current insurance certificates related to the Real Property together with insurance claims history for the past three (3) years that includes the status of claims and proceeds received. (f) No eminent domain, condemnation or zoning, building code or other moratorium action is pending or, to the Company’s Knowledge, threatened in writing, that would preclude or materially impair the use of any Real Property. There is no pending condemnation, expropriation, eminent domain Neither the Company nor any of its Subsidiaries has received written notice from any Governmental Body that the current uses of the Real Property violates in any material respect any restrictive covenant or similar proceeding affecting all or zoning ordinance that affects any portion of the Real Property. Seller Neither the Company nor any of its Subsidiaries has not received any written notice from any Governmental Body of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on special assessments filed against the Real Property. There exists no outstanding option, right of first refusal Property or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyportion thereof.

Real Property. (a) Sellers own good and marketable title in fee simple to the Included Real Property, together with all buildings, improvements and fixtures thereon, all easements and other appurtenances and rights serving or benefitting, the Included Real Property, together with any rights, privileges or interests of Sellers in any adjacent streets, rights of way or drainage areas serving the Included Real Property. A list of the Included Real Property is contained on Schedule 4.16 discloses 1.1(b) (which Schedule includes a legal description of the parcels and summarizes tracts constituting the Included Real Property as reflected in Sellers’s vesting deeds to such Included Real Property). A list, which list describes the parties, date of lease and any amendments and premises leased, of all leases pursuant to which Sellers leases real properties currently ownedproperty as a lessor, occupiedis contained on Schedule 4.8(a)(i) (each, a “Lease”). Schedule 4.8(a)(i) also includes a list, which list describes the parties, date of lease and any amendments and premises leased, of all of the real property leased, licensed or otherwise occupied by Sellers as a “tenant,” “lessee” or “licensee” (the “Sellers’ Occupied Leases”) together with any amendments to any of the Sellers’ Occupied Leases. Sellers has a leasehold interest in and under all of the Sellers’ Occupied Leases and, to the knowledge of Sellers, the Sellers’ Occupied Leases are presently in full force and effect according to their terms and are the valid and binding obligations of the respective Sellers, as applicable. The Real Estate constitutes all of the real property used or leased by Seller or in which Seller has an interest that are included Sellers in the Purchased Assets (such real propertiesoperation of the Facilities. Except for what is set forth in the Title Commitment, including buildingsto the knowledge of Sellers, structuresthere exist no mortgages, fixturesliens, improvementsrestrictions, leaseholdsagreements, privileges, rightsclaims, easements, hereditamentsencroachments, Appurtenances and related rights of every natureway, variances, reservations, pledges, security interests, conditional sales agreements, rights of first refusal, options, or similar encumbrances of any nature (collectively, the "REAL PROPERTY"“Encumbrances”) and identifies affecting the record title holder of all Included Real Property, and Sellers are in actual possession of the premises described under the Sellers’ Occupied Leases. Schedule 4.16 identifies At Closing, Sellers will transfer and convey to the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has Joint Venture or its designated affiliates good and marketable fee simple title in and to all the Included Real Property shown as owned by it on Schedule 4.16Property, free and clear of all any Encumbrance, except: (i) real estate Taxes not yet due and payable; (ii) matters reflected as exceptions in the Title Commitment (as hereinafter defined) except to the extent cured, removed or insured over under the provisions of Section 6.9; and (iii) matters disclosed on the Survey, except to the extent the Survey is modified under the provisions of Section 6.9; (vi) those Encumbrances set forth on Schedule 4.8(a) and (v) any Encumbrances created or caused by LifePoint Sub or its affiliates, (the foregoing items (i) through (v) being referred to herein as the “Permitted Encumbrances”). At Closing, except as provided in Section 11.1, Sellers will assign and convey to the Joint Venture or its designated affiliates good and valid leasehold interests in the Leased Real Property under the Sellers Occupied Leases free and clear of any Encumbrance (other than Permitted Encumbrances. Seller has Encumbrances and other matters that will not interfere with the right to quiet enjoyment use and occupancy by the Joint Venture of all the Leased Real Property). (b) To the knowledge of Sellers, the Included Real Property in is zoned to permit the uses for which it holds a leasehold interest for is presently used or has sufficient variances or conditional use permits to permit such use. To Sellers’s knowledge, all utilities serving the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Included Real Property shown as leased by Seller on Schedule 4.16is adequate to operate the Facilities in the manner they are currently operating. Seller Sellers has not received any a written notice of assessments for public improvements against any Real Property action to alter the zoning or any written notice zoning classification or Order by any Governmental Bodyto condemn, insurance company requisition or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting otherwise take all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertyEstate.

Real Property. (a) Schedule 4.16 discloses 3.15(a) sets forth and summarizes describes a complete list of all real properties currently ownedproperty. Seller does not own any interest in real property. (b) Schedule 3.15(b) lists and describes briefly all real property and interests in real property leased or subleased to a Seller (individually, occupieda “Real Property Lease” and collectively the “Real Property Leases”). The Seller delivered to the Buyer correct and complete copies of each Real Property Lease (as amended to date) listed in Schedule 3.15(b). With respect to each Real Property Lease: (i) each Real Property Lease will continue to be enforceable on identical terms following the consummation of the transactions contemplated by this Agreement; (ii) no party to any Real Property Lease is in breach, used and no event has occurred which, with notice or leased by Seller lapse of time, would constitute a breach thereunder; (iii) no party to any Real Property Lease has repudiated any provision thereof; (iv) there are no Proceedings or forbearances in which effect as to any Real Property Lease; (v) with respect to each sublease Real Property Lease, the representations and warranties set forth in Sections 3.15(b)(i) through (iv) are true and correct with respect to the underlying Real Property Lease; (vi) no Seller has an granted or suffered to exist any Encumbrance, except for Permitted Encumbrances, upon the interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all any Real Property owned by Seller. Seller Lease; (vii) all facilities leased or subleased under each Real Property Lease have received all Governmental Authorizations required in connection with the operation thereof and have been operated and maintained in accordance with applicable Legal Requirements; and (viii) all facilities leased or subleased under each Real Property Lease are supplied with utilities and other services necessary for the operation of said facilities; and (ix) the owner of the facility leased or subleased under each Real Property Lease has good good, marketable, and marketable fee simple indefeasible title to all Real Property shown as owned by it on Schedule 4.16the parcel of real property, free and clear of all Encumbrancesany Encumbrance, other than except for Permitted Encumbrances. Seller has the right . (c) The real property subject to quiet enjoyment of all a Real Property in which it holds a leasehold interest Lease constitutes all of the real property required for the full term, including all renewal rights, continued conduct of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown Business by the Buyer in the same manner as leased presently conducted by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real PropertySeller.

Real Property. Schedule 4.16 discloses (i) Section 3.3(g)(i) of the Company Disclosure Letter contains a true and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax description of each parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Sellerthe Company or any of its Subsidiaries (the “Owned Property”) and a summary description of all Facilities located thereon. Seller has The Company and its Subsidiaries have good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16the Owned Property, free and clear of all EncumbrancesLiens, other than Permitted Encumbrances. Seller has To the right to quiet enjoyment Company’s Knowledge, the transactions contemplated herein will not cause a Default, or event of default under any of the Permitted Encumbrances. (ii) Section 3.3(g)(ii) of the Company Disclosure Letter describes all Real Property in which it holds a leasehold interest for real property currently leased by the full Company or any of its Subsidiaries (the “Leased Property”), the name of the lessor or sublessor, the lease term, the lease commencement date, the lease expiration date and the base annual rent (as well as any agreed upon prospective or other adjustments thereto). The Company has provided to Parent a complete and accurate copy of each such lease, as amended. All Leased Property, including all renewal rightsthe Facilities located thereon, is in good condition and repair, and is suitable for its use by the Company. All leases of Leased Property are in good standing and are valid, binding and enforceable against the Company or its Subsidiaries, as the case may be, and to the Company’s Knowledge against the respective lessors, in accordance with their respective terms, and, there does not exist under any such lease of Leased Property any Default on the part of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property Company or any written of its Subsidiaries (or to the Company’s Knowledge, on the part of any lessor) or any event that, with notice or Order by lapse of time or both, would constitute a Default. To the Company’s Knowledge, the transactions contemplated herein will not cause a Default under any Governmental Bodyof the leases of Leased Property. (iii) The Company and its Subsidiaries own each Owned Property and lease each Leased Property, insurance company in each case free and clear of any Liens, title defects, covenants, reservations of interests in title, pending or board of fire underwriters threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, special assessments or fees or other body exercising similar functions that material adverse claims (icollectively, “Property Restrictions”), except for (A) relates to violations of zoning, land use, building, safety or fire ordinances or regulationsPermitted Encumbrances, (ii) claims Property Restrictions imposed or promulgated by Law or by any defect or deficiency with respect to any Real Property or Governmental Authority which are customary and typical for similar properties and (iii) requests Property Restrictions which do not materially interfere with the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion current use of the Real Property by the Company or its Subsidiaries. (iv) The building systems and facilities at or servicing the Facilities or the Property, including, but not limited to, elevators, security systems, HVAC, utilities, electrical systems, plumbing and water systems, roofing, storm drainage, sewer systems, and telephone service (including any cellular or digital facilities) are, to the Company’s Knowledge, in good (v) condition and working order. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located All Facilities on the Real Property. There exists no outstanding option, right of first refusal Owned Property and the Leased Property conform in all material respects to all applicable state and local laws or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertyrestrictions.

Real Property. (a) Schedule 4.16 discloses and summarizes 3.11 sets forth a list of all real properties currently owned, occupied, used or leased by Seller or property in which Seller the Company Entities have a leasehold or subleasehold interest (such leased real property is herein referred to as the “Leased Property”), including the address thereof. The Company has an made available to the Buyer a true and correct copy of each lease, sublease or any other material agreement pertaining to any of the Leased Property, and all amendments, supplements, and exhibits thereto (collectively, the “Leases”) all of which are listed on Schedule 3.11. (b) The Company Entities hold a valid leasehold interest that are included in the Purchased Assets Leased Property and has quiet enjoyment of such Leased Property, in each case free and clear of all Liens, except for (i) Liens listed or described on Schedule 3.11 or (ii) Permitted Liens. Except as set forth on Schedule 3.11, the Company Entities are not in material default under any Lease. To the Company’s Knowledge, no other party to any Lease is in material default under such Lease. Each Lease is valid, binding, in full force and effect, and enforceable by each Company Entity against the parties thereto, in accordance with its terms, except as such enforceability may be limited by the General Enforceability Exceptions. No event has occurred which with the passage of time or giving of notice, or both would constitute a material default by any Company Entity or, to the Company’s Knowledge, by any other party, of any obligation under any such Lease. No Company Entity has provided or received any notice of intention to terminate any Lease. (c) No Company Entity has subleased, licensed or otherwise granted any third party the right to use or occupy such Leased Property or any portion thereof. No Company Entity has granted any Liens on any Leased Property or any interest therein other than Permitted Liens or Liens that will not survive the Closing. The Leased Property and the Leases constitute all interests in real propertiesproperty currently used, including occupied or held for use by the Company Entities in connection with the Business. To the Company’s Knowledge, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened with respect to the Leased Property. To the Company’s Knowledge, there are no pending special assessments for public improvements or otherwise affecting the Leased Property or any contemplated improvements affecting the Leased Property that may result in special assessments affecting the Leased Property. No security deposits or portion thereof deposited with respect to any Lease have been applied in respect of a breach or default under such Lease which has not been redeposited in full. All of the Leased Property has permanent rights of access to dedicated public highways or roads, and there is no pending or, to the Company’s Knowledge, threatened restriction or denial, governmental or otherwise, of such ingress or egress. No Company Entity owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease. (d) All buildings, structures, fixtures, improvementsequipment, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") building systems and identifies the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreementequipment, and all amendments and supplements theretocomponents thereof that constitute the Leased Property that are required, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property pursuant to the Leases, to be maintained or any written notice or Order repaired by any Governmental BodyCompany Entity have been so maintained and/or repaired in all material respects (subject to ordinary wear and tear), insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency and are supplied with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations utilities necessary for current and continued use and the operation of the Business as currently conducted at such facilities. There are no imminent material capital repairs or replacements required at any Leased Real PropertyProperty for which no or inadequate reserves have been established under GAAP. (e) No Company Entity owns, or has owned in the past three (3) years, any parcel of real property. No Company Entity is a party to any Contract to purchase any real property or interest therein.

Real Property. Schedule 4.16 discloses 3.20 lists (a) all Owned Real Property and summarizes (b) all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") and identifies the record title holder of all Leased Real Property. Schedule 4.16 identifies the True, correct legal description, street address and tax parcel identification number complete copies of all tracts, parcels and subdivided lots of all leases entered into in connection with the Leased Real Property owned by Seller(collectively, “Real Property Leases”) and amendments thereto, if any, have been provided to Acquiror. Seller Except as set forth in Schedule 3.20, the Company or one of its Subsidiaries has good and marketable fee simple title to all Owned Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has the right subject only to quiet enjoyment of all Real Property in which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulationsPermitted Liens, (ii) claims Liens constituting a lease, sublease or occupancy agreement that gives any defect or deficiency with respect third party any right to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or occupy any portion of the Owned Real Property and (iii) Liens reflected on any survey or in any title report delivered to Acquiror prior to the date of this Agreement, in the case of (ii) and (iii), none of which interfere in any material respect with the conduct of the business of the Company and its Subsidiaries as currently conducted. The Company has provided a copy of the most recent survey and the most recent owner’s policy of title insurance procured by the Company or its Subsidiaries for each Owned Real Property described on Schedule 3.20. Except as set forth in Schedule 3.20, the Company or one of its Subsidiaries has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to (A) Permitted Liens, and (B) Liens constituting a lease, sublease or occupancy agreement that gives any third party any right to occupy any portion of the Leased Real Property. Seller has not received any written notice The Company and its Subsidiaries, as applicable, have the right to use all of any proposed, planned or actual curtailment the Leased Real Property in accordance with the applicable Real Property Lease for the conduct of service the business of any utility supplied to any facility located on the Company and its Subsidiaries. The Owned Real Property and the Leased Real Property. There exists no outstanding option, right and all Real Property leased by the Company or its Subsidiaries that does not fall within the definition of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Leased Real Property. Seller has , comprises all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertymaterial real property occupied by the Company and its Subsidiaries.

Real Property. All InterMedia Assets consisting of Owned Real Property, Leased Real Property and material Other Real Property Interests are described on Schedule 4.16 discloses 3.5, including address and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (use for each such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectivelyproperty interest. Except as otherwise disclosed on Schedule 3.5, the "REAL PROPERTY") and identifies Operating Partnership holds title to the record title holder of all Real Property. Schedule 4.16 identifies the correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all Owned Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, free and clear of all Encumbrances, other than Liens (except Permitted Encumbrances. Seller Liens) and has the valid and enforceable right to quiet enjoyment of use and possess such Owned Real Property, subject only to the above-referenced Liens. To the General Partner's Knowledge, except as otherwise disclosed on Schedules 3.5, the Operating Partnership has valid and enforceable leasehold interests in all Leased Real Property and, with respect to Other Real Property Interests, has valid and enforceable rights to use such Other Real Property Interests, in which it holds a each case subject only to the above-referenced Liens. To the General Partner's Knowledge, except for ordinary wear and tear and routine repairs, all of the material improvements, leasehold interest improvements and the premises of the Owned Real Property and the premises demised under the leases and other documents evidencing the Leased Real Property are in good condition and repair and are suitable for the full termpurposes used. To the General Partner's Knowledge, including all renewal rights, of the leasehold interest. Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Owned Real Property shown and each parcel of Leased Real Property and any improvements thereon and their current use (a) has access to and over public streets or private streets for which the Operating Partnership has a valid right of ingress and egress, (b) conforms in its current use and occupancy to all material zoning requirements without reliance upon a variance issued by a Governmental Authority or a classification of the parcel in question as leased by Seller a nonconforming use and (c) conforms in all material respects in its current use to all restrictive covenants, if any, or other Liens affecting all or part of such parcel. To the General Partner's Knowledge, all buildings, towers, guy wires and anchors, headend equipment, earth-receiving dishes and related facilities used in the operations of the InterMedia Systems and included in the InterMedia Assets are located entirely on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Owned Real Property or any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Leased Real Property or (iii) requests other real property in which the performance Operating Partnership has an Other Real Property Interest and are maintained, placed and located materially in accordance with the provisions of any repairsall applicable material Legal Requirements, alterations deeds, leases, licenses, permits or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertylegally enforceable arrangements.

Real Property. Schedule 4.16 discloses and summarizes all All real properties currently owned, occupied, used property owned (“Owned Real Property”) or leased (“Leased Real Property”) by Seller the Holdcos and the Project Companies or in to which Seller such Holdco or such Project Company has an interest that are included in the Purchased Assets (such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, rights under material easements, hereditaments, Appurtenances and related rights of every natureway, collectivelylicenses, common use agreements or similar agreements (“Entitled Real Property” and, together with the Owned Real Property and Leased Real Property, the "REAL PROPERTY") and identifies the record title holder of all “Real Property”) is described on Schedule 4.05. Except as disclosed in Schedule 4.16 identifies the correct legal description4.05, street address each Holdco and tax parcel identification number of all tracts, parcels and subdivided lots of all Real Property owned by Seller. Seller Project Company has (i) good and marketable fee simple valid title to all of the Owned Real Property shown as owned by it on Schedule 4.16of such Holdco or Project Company, free (ii) a valid and clear of all Encumbrances, other than Permitted Encumbrances. Seller has subsisting leasehold estate in and the right to quiet enjoyment of all of the Leased Real Property in which it holds a leasehold interest of such Holdco or Project Company for the full term, including term thereof and (iii) good and valid rights to use all renewal rights, of the leasehold interestEntitled Real Property of such Holdco or Project Company, in each case free and clear of all Liens other than Permitted Exceptions. The agreements listed on Schedule 4.16 identifies each lease agreement4.05 are all the material leases, easements, rights of way, licenses, common use agreements or similar agreements under which the Holdcos or the Project Companies have rights to the Leased Real Property and the Entitled Real Property (the “Facility Site Agreements”). Each Facility Site Agreement is in full force and effect and is the legal, valid and binding obligation of the Holdco or the Project Company which is a party to such Facility Site Agreement, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, and all amendments other Laws of general application, heretofore or hereafter enacted or in effect, affecting the rights and supplements remedies of creditors generally, and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief, and, to the Knowledge of Seller, the other parties thereto, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice Made Available to Purchaser a true, complete and correct copy of assessments for public improvements against any each Facility Site Agreement that it has, or its Affiliates have, in their possession. The Real Property is sufficient to enable the Holdcos and the Project Companies to conduct their respective Businesses. None of Seller, any Holdco, or any written notice or Order Project Company has been informed in writing by any Governmental Bodyother party to any Facility Site Agreement that Seller, insurance company such Holdco, or board such Project Company, as applicable, is in material breach of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency its obligations with respect to any Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property. Seller has not received any written notice of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Real Property. There exists no outstanding option, right of first refusal or other contractual right to purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Real Propertysuch Facility Site Agreement.

Real Property. (a) The Company Group Entities do not own any fee interest in any real property. (b) Schedule 4.16 discloses 2.11 of the Disclosure Letter will list all leases of real property (and summarizes the lands covered thereby) pursuant to which any Company Group Entity leases real property for use in connection with the Business (all such leased real properties currently ownedproperty, occupiedthe “Leased Real Property” and, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (all such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, listed leases collectively, the "REAL PROPERTY") and identifies “Scheduled Leases”), in each case specifying the record title holder address of all the Leased Real Property, the name of the lessor and lessee, and term of each lease. Schedule 4.16 identifies Each Scheduled Lease is in full force and effect and constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that would constitute, or that with the correct legal descriptiongiving of notice or the passage of time or both would constitute, street address and tax parcel identification number of all tracts, parcels and subdivided lots of all a default under any Scheduled Lease by a Company Group entity or by any other party to any Scheduled Lease. The Company Group Entities validly occupy the Leased Real Property owned by Seller. Seller has good and marketable fee simple title to all Real Property shown as owned by it on Schedule 4.16, in accordance with the terms of such lease free and clear of all Encumbrances, other than Liens except Permitted Encumbrances. Seller has the right to quiet enjoyment of all Liens. (c) The Leased Real Property in which it holds a leasehold interest for the full term, including constitutes all renewal rights, of the leasehold interestreal property that has been used in connection with the ownership and operation of the Business since December 31, 2017. Schedule 4.16 identifies each lease agreementOther than the Company Group Entities, there are no parties in possession of any portion of any Leased Real Property as lessees, subtenants, tenants at sufferance or trespassers. The Company Group Entities have full right and authority to use and operate all of the improvements located on the Leased Real Property. Such improvements are being used, occupied, and maintained in all amendments material respects by the Company Group Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and supplements theretoreservations. Certificates of occupancy and all other material licenses, for each parcel of Real Property shown as leased by Seller on Schedule 4.16. Seller has not received any written notice of assessments for public improvements against any Real Property or any written notice or Order permits, authorizations and approvals required by any Governmental BodyAuthority having jurisdiction over the Leased Real Property have been issued for the applicable Company Group Entity’s occupancy of each of such improvements and all such certificates, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoninglicenses, land usepermits, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency authorizations and approvals have been paid for and are in full force and effect. No casualty loss has occurred with respect to any the improvements located on the Leased Real Property or (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property“Facilities”). There is no pending or, to the Knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation, expropriation, eminent domain or similar proceeding or special assessment affecting any of the Leased Real Property, nor is any such proceeding or assessment being contemplated. The Facilities are free from material structural and mechanical defects (including roofs) and have been used by the Company Group Entities in the Ordinary Course of Business and remain as of the date of this Agreement in suitable and adequate condition for such continued use. Neither ▇▇▇▇▇▇▇▇ nor any of his/its respective Affiliates have deferred maintenance of the Facilities in contemplation of the Contemplated Transactions. All of the Leased Real Property has direct access to public roads without the use of any easement, license or right of way. (d) ▇▇▇▇▇▇▇▇ shall furnish LMP with true and complete copies of (i) all deeds, leases, title opinions, title encumbrances, title insurance policies and surveys in the possession of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any portion of their respective Affiliates that relate to the Leased Real Property, together with true and complete copies of all title insurance policies and the most current survey of the Leased Real Property. Seller has not received Property and the Facilities in the possession or control of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any written notice of their respective Affiliates, and (ii) all reports of any proposedengineers, planned environmental consultants or actual curtailment of service of any utility supplied other consultants in their possession relating to any facility located on of the Leased Real Property. There exists no outstanding optionProperty or the Facilities. (e) All utilities (including water, right of first refusal sewer or other contractual right septic, gas, electricity, trash removal and telephone service) are available to purchase, sell, assign or dispose of any owned the Leased Real Property. Seller has all certificates of occupancy Property in sufficient quantities and Governmental Authorizations necessary for current and continued use and quality to adequately serve the Leased Real Property in connection with the operation of the Real PropertyBusiness conducted therefrom as such operations are currently conducted thereon.