Common use of Real Property Clause in Contracts

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither (a) The Sold Companies do not own, lease or sublease any real property as of the Company nor date of this Agreement, other than the Leased Real Property listed on Section 3.18 of the Seller Disclosure Schedule. Seller has delivered or made available to Buyer a true and complete copy of each such document related to the Leased Real Property (including all amendments, extensions, renewals, guaranties, consents and other agreements with respect thereto). The Sold Companies do not own any Company Subsidiary owns real property or have any contracts, options or rights to purchase any real property. . (b) Except as set forth on Section 3.22 3.18 of the Seller Disclosure Schedule, each Sold Company Disclosure Schedule sets forth (i) an accurate has good and complete list of valid leasehold interests in all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description in each case, free and clear of all Encumbrances, except Permitted Encumbrances or Encumbrances that would not reasonably be expected to be material to the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable continued use by the Company Sold Companies or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession Business of the Leased Real Property. Each parcel of The Sold Companies have not subleased, licensed or otherwise granted to any Person the right to occupy such Leased Real Property is or any portion thereof and the Acquired Company has not collaterally assigned or granted any other security interest in material compliance with all Laws applicable to such Leased Real Property. Neither Property or any interest therein. (c) Except as set forth on Section 3.18 of the Company nor any Company Subsidiary has received written notice of any Action in eminent domainSeller Disclosure Schedule, expropriation, condemnation or other similar Actions that are pending, andwith respect to the Leased Real Property (i) there is no material pending or, to the knowledge Knowledge of the CompanySeller, as of the date hereof, there are no such Actions threatened in writing, appropriation, condemnation or like proceeding affecting the Leased Real Property or any portion part thereof or of any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation and neither the (ii) no Sold Company nor any Company Subsidiary that is party to a Real Estate Lease has received or delivered any written notice of a default thereunder. To the existence Knowledge of Seller, no party to any outstanding Order such Real Estate Lease has received notice of breach or default under any such Real Estate Lease and no event has occurred or circumstances exist which, with the delivery of any pending Actionnotice, andthe passage of time or both, to would constitute such a breach or default, or permit the knowledge termination, modification or acceleration of the Company, there is no rent under such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyEstate Lease.

Real Property. Neither (a) Except as set forth in Section 4.8(a) of Seller’s Disclosure Schedule, the Company nor any Company Subsidiary owns any has good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Owned Real Property is the only real propertyproperty owned by the Company. Section 3.22 The Seller has made available to the Buyers a correct and complete copy of the Title Policy. The exceptions listed in the Title Policy do not and will not have a Material Adverse Effect on the Facility and related off-Site improvements and their use, operation and maintenance in accordance with past practices. (b) The Other Real Property Rights constitute all leases, easements, rights-of-way and other rights of the Company to use real property owned by Persons other than the Company. The Other Real Property Rights are in full force and effect, and except as set forth in Section 4.8(b) of the Seller’s Disclosure Schedule sets Schedule, the Seller holds the Other Real Property Rights free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Except as set forth in Section 4.8(c) of the Seller’s Disclosure Schedule, (i) an accurate and complete list of all the Site is the only real property in which the Company has any ownership, leasehold or other interest, (ii) to Seller’s Knowledge there is no proposed special assessment that would affect the Site, (iii) to Seller’s Knowledge there are no claims, causes of action, lawsuits or proceedings pending or threatened regarding the ownership, use or possession of the Site, including condemnation or similar proceedings, or regarding the Company’s right to use utilities used or otherwise reasonably necessary to operate the Facility, (iv) the Facility is located entirely on Owned Real Property (other than off-Site improvements required to connect the Facility with the electric transmission grid and with natural gas pipelines, which are properly located on Other Real Property Rights) and the Company’s rights in the Site are sufficient to permit the continued presence, use, operation and maintenance of the Facility and such related off-Site improvements, and (v) no portion of the Site is leased, subleased or otherwise occupied licensed by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyPerson.

Real Property. Neither (a) Other than as set forth on Section 4.14(a) of the Company nor any Company Subsidiary owns Seller Disclosure Schedule: (i) none of the Acquired Companies owns, or has ever owned, any real property. Section 3.22 , and (ii) there are no interests in real property owned in fee by any member of the Company Seller Group Related to the Business. (b) Section 4.14(b) of the Seller Disclosure Schedule sets forth (i) an accurate and complete contains a list of all real property leased, subleased or otherwise occupied and interests in real property leased by any member of the Company or any Company Subsidiary Seller Group Related to the Business (collectively, the “Leased Real Property”), . (iic) the address for each With respect to Leased Real Property, (iii) Seller has delivered to Buyer a description true and complete copy of every lease and sublease pursuant to which any member of the applicable leaseSeller Group is a party or by which it is bound (each, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liensa “Lease”). The Company or any Company Subsidiaryrelevant member of the Seller Group has peaceful, as applicable, enjoys peaceful undisturbed and undisturbed exclusive possession of the Leased Real Property. Each parcel . (d) The uses for which the buildings, facilities and other improvements located on the Real Property are zoned do not restrict or impair the use of the Real Property for purposes of the Business. (e) No Governmental Entity having the power of eminent domain over the Leased Real Property is in material compliance has commenced or to Seller’s Knowledge intends to exercise the power of eminent domain or a similar power with respect to all Laws applicable to such or any part of the Leased Real Property. Neither There are no pending or to Seller’s Knowledge threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Company nor Leased Real Property or any Company Subsidiary other matters which do or would reasonably be likely to materially and adversely affect the current use, occupancy or value thereof. No member of the Seller Group has received written notice of any Action in eminent domain, expropriation, condemnation pending or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, special assessment proceedings affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice Property. (f) No Person other than a member of the existence Seller Group is in possession of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyProperty or any portion thereof, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person other than the Seller Group the right of use or occupancy of the Leased Real Property or any portion thereof.

Real Property. Neither As it relates to the Company nor any Company Subsidiary owns Business, Seller does not own any real property. Section 3.22 of Seller has a valid leasehold interest in the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary described in Schedule 4.10 (collectively, the “Leased Real Property”), free and clear of all Liens, except for Liens for current property taxes not yet due and payable. The Leased Real Property constitutes all real properties used or occupied by Seller in connection with the Business or reflected on the Financial Statements. Upon execution of the Lease Agreement (ii) as hereinafter defined), the address for each New LLC will have a valid leasehold interest in the Leased Real Property, (iii) a description which leasehold interest will be free and clear of the applicable leaseall Liens, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable except for Liens created by the Company or any Company Subsidiary related New LLC. With respect to each the Leased Real Property. No Lease Agreement Property and except as set forth on Schedule 4.10: (a) Seller has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any Lien granted by pending or, to the Company knowledge of Seller or any Company SubsidiaryShareholder, threatened condemnation proceeding or proceeding by any public authority; (c) the buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear, and are not in violation of any zoning or other Rules; (d) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right to the of use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or portion of any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of ; and (e) the Leased Real Property is supplied with utilities and neither other services reasonably necessary for the Company nor any Company Subsidiary has received written notice operation of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyfacilities.

Real Property. Neither the Company nor any Company Subsidiary owns (a) The Acquired Companies do not own any real property. Section 3.22 No Acquired Company is obligated under or a party to any option, right of the first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real property or any portion thereof or interest therein. Each Acquired Company Disclosure Schedule sets forth (i) an accurate has a good and complete list valid leasehold, license or other similarly applicable interest in each parcel of all real property leased, subleased subleased, licensed or otherwise used or occupied by the such Acquired Company or any Company Subsidiary (collectively, the “Leased Real Property”). Section 3.12(a) of the Company Disclosure Schedule contains a true, (ii) the address for correct and complete list of each item of Leased Real Property, (iii) a description including the street address of the applicable Leased Real Property and the name of the third party lessor thereof. (b) Section 3.12(b) of the Company Disclosure Schedule lists each lease, sublease sublease, license or other Contract therefor and occupancy agreement or arrangement relating to the Leased Real Property (each, a “Real Property Lease”). (c) The Leased Real Property is not subject to any and all amendmentsLiens, modificationsexcept for Permitted Liens. No Acquired Company has received any written notice of a material violation of any Real Property Lease and, side letters relating thereto and since the date that is twelve (iv12) months prior to the current rent amounts payable by date of this Agreement, no Acquired Company has received any written notice of a material violation of any ordinance, regulation or building, zoning or other similar law with respect to the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any Lien granted by the Company or any Company Subsidiary, including any right material entitlement relating to the use or occupancy of any Leased Real PropertyProperty and there is no condemnation, other than Permitted Liens. The Company special assessment or the like pending or, to the Knowledge of the Company, threatened with respect to any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable Acquired Company has the right to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of use and occupy the Leased Real Property and neither for the Company nor any Company Subsidiary has received written notice full term of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, Real Property Lease relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertythereto.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.19(a) of the Company Disclosure Schedule sets forth (i) an accurate contains a complete and complete correct list of all real property leased, subleased or otherwise occupied by the Company or any Owned Real Property (including the street address of each parcel of Company Subsidiary (collectively, the “Leased Owned Real Property”), (ii) . The Company or one or more of its Subsidiaries has good and marketable fee simple title to the address for each Leased Company Owned Real Property, (iii) a description Property free and clear of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real PropertyLiens, other than Permitted Liens. The Company is not obligated under or a party to any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Company Owned Real Property or any portion thereof or interest therein. (b) Section 4.19(b) of the Company SubsidiaryDisclosure Schedule contains a complete and correct list of the material Company Leased Real Property, including with respect to such material Company Leased Real Property the street address of such Company Leased Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of the Company and its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of has good leasehold title to the Company Leased Real Property, free and clear of any Liens, other than Permitted Liens. Each parcel of All leases and subleases for the Company Leased Real Property is set forth on Section 4.19(b) of the Company Disclosure Schedule are valid and in full force and effect in all material compliance respects except to the extent they have previously expired or terminated in accordance with all Laws applicable their terms and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of, any lease or sublease for such Company Leased Real Property, except as has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary of its Subsidiaries has received written notice of entered into with any Action in eminent domainother Person any sublease, expropriation, condemnation license or other similar Actions Contract that are pending, and, is material to the knowledge Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting all or any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property. (c) The Company Owned Real Property and the Company Leased Real Property constitute all real property that is currently used in connection with the business of the Company and its Subsidiaries and that are necessary for the continued operation of the Company’s business as the business is currently conducted.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.12 of the Company Disclosure Schedule sets forth (i) an accurate a complete and complete correct list of all real property leased, subleased owned or leased by the Company or otherwise occupied by the Company or any Company Subsidiary and lists each lease (collectively, the “Leased Company Real PropertyProperties”), . (iib) the address for each Leased Real Property, (iii) a description All leases of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of under which the Company, as lessee, leases any material Company Real Property (each, a “Lease”), are valid, binding and enforceable against the Company in accordance with their respective terms, and the Company has a valid leasehold interests to all material Company Real Property leased by it, there is not under any such Lease any material existing default by the Company or, to the Knowledge of Sellers, any other party thereto, or any event which with notice or lapse of time would constitute such a material default, and all rent and other sums and charges due and payable under such lease have been paid. (c) There are no Persons in possession of any portion of any of the date hereofCompany Real Property owned or leased by the Company other than the Company, and no Person other than the Company has the right to use or occupy for any purpose any portion of any of the Company Real Property owned or leased by the Company, except in each case as would not, individually or in the aggregate, impair in any material respect the Company’s use of such Company Real Property. (d) The Transactions do not require the consent of any other party to such Lease which has not been delivered to Buyer, will not result in a breach of or default under such Lease, and will not otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. (e) Target’s possession and quiet enjoyment of the Company Real Property under such Lease has not been disturbed and there are no material disputes with respect to such Actions threatened in writingLease. (f) Target has not subleased, affecting licensed or otherwise granted any Person the right to use or occupy the Company Real Property or any portion of the Leased Real Property and neither thereof. (g) There are no Liens on the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an Schedule 5.5(a) contains a true, accurate and complete list of all the addresses and specific locations (if less than an entire building is leased) of each parcel of real property leasedleased by each of the Loan Parties as lessee. The portion of such real property which each such Loan Party leases and all buildings, subleased or otherwise occupied by structures, facilities, fixtures and other improvements thereon are collectively included in the definition herein of Leasehold Property. Schedule 5.5(a) lists each such lease (the “Real Property Leases”). The Real Property Leases are valid, binding, enforceable and in full force and effect and have not been modified. No Principal Company or any Company Subsidiary (collectively, of its Subsidiaries is the “Leased Real Property”), owner or feeholder of any real property interests. (ii) the address for Except as disclosed on Schedule 5.5(a), each Leased Real Property, (iii) a description of the applicable leaseLoan Parties has a good and indefeasible or marketable leasehold estate in the Leasehold Property that it leases, free and clear of all sublease or agreements, Liens and other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related exceptions to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Propertytitle, other than Permitted Liens. The Company or any Company SubsidiaryEncumbrances, as applicable, enjoys peaceful and undisturbed is in sole possession of the Leased Real Property. Each each parcel of Leased Leasehold Property that it leases. (iii) Each Loan Party is in compliance in all material respects with each Real Property Lease to which it is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary party, and no Loan Party has received written any notice of any Action default that remains uncured. (iv) Each Loan Party has adequate rights of ingress and egress with respect to each Leasehold Property in eminent domain, expropriation, which it has an interest. There are no condemnation or other similar Actions that are pending, andappropriation proceedings pending or, to the knowledge Knowledge of the CompanyPrincipal Companies, as threatened against the Leasehold Properties. (v) Each of the date hereofLeasehold Properties is 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 consistent with industry standards. Except as set forth on Schedule 5.5(a)(v), there are no such Actions threatened planned or required capital improvements to the Leasehold Properties which exceed $50,000 that are not already included in writing, affecting the rent under the applicable Real Property Lease. No Loan Party has received any written notice under any Real Property Lease or sublease agreement or from the holder of any mortgage or from any insurance company which has issued a policy with respect to any portion of the Leased Real Property and neither the Company nor such properties to repair or pay for any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, repair related to the knowledge of the Company, there is no Leasehold Property with which such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyparties have not complied.

Real Property. Neither the (a) The Company nor does not own, has never owned, and does not have any Company Subsidiary owns right to acquire any real property. Section 3.22 of the Company Disclosure . (b) Schedule 3.9(b) sets forth (i) an accurate a true, correct and complete list of all Contracts pursuant to which the Company leases, subleases, licenses, as tenant, subtenant, or licensee or otherwise occupies any real property leased(each, subleased or otherwise occupied by a “Real Property Lease”), together with the Company or any Company Subsidiary address of the related property (collectively, the “Leased Business Real Property”). Seller has provided to Purchaser a true, (ii) the address for correct and complete copy of each Leased Real PropertyProperty Lease, (iii) a description of the applicable lease, sublease or other Contract therefor and any and including all amendments, modifications, side letters relating thereto exhibits, guaranties, and (iv) the current rent amounts payable by the schedules. The Company or any Company Subsidiary related to has a valid leasehold interest under each Leased Real Property. No Lease Agreement is subject to Property Lease, free and clear of any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, (other than Permitted Liens). Each such Real Property Lease is in full force and effect and constitutes a legal, valid, and binding obligation of the Company and the other party or parties thereto, enforceable against the Company and such other party or parties in accordance with its terms, subject to the Enforceability Limitations. The Company has performed and complied with all of its covenants and obligations under each Real Property Lease, and neither the Company nor, to the Seller’s Knowledge, any other party to a Real Property Lease is in, or any is alleged to be in, breach of or default under such Real Property Lease. The Company Subsidiarydoes not sublease, as applicablesublessor, enjoys peaceful and undisturbed possession any portion of the Leased Real Property. Each parcel of Leased Business Real Property to any other Person. (c) The Business Real Property constitutes all of the real property used in or necessary to conduct the Business as currently conducted and proposed to be conducted. There is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domainno condemnation, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions Proceeding in eminent domain pending or threatened in writing, affecting any portion of the Leased Business Real Property. (d) The Company’s possession and quiet enjoyment of the Business Real Property under each Real Property Lease has not been disturbed and neither the there are no disputes with respect to such Real Property Lease. (e) No security deposit or 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. (f) The Company nor has not collaterally assigned or granted any Company Subsidiary has received written notice of the existence of Lien (other than a Permitted Lien) in any outstanding Order Real Property Lease or of any pending Action, and, interest therein. (g) The other party to the knowledge associated Real Property Lease is not an Affiliate of the Company, there is no such Order or Action threatened in writingand otherwise does not have any economic interest in, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyCompany.

Real Property. Neither With respect to each Contributed Property: (a) The Property Owner owns good and marketable fee simple title to the Company nor Real Property. At the applicable Closing, the Property shall be free and clear of all Liens except Permitted Encumbrances. Except for the Real Property, the Property Owner does not own an interest in any Company Subsidiary owns real property or hold a leasehold interest in any real property. Section 3.22 of During the Company Disclosure Schedule sets forth (i) period that the EL Entities and their Affiliates have been associated with the Property Owner, whether as an accurate and complete list of all owner or as a property manager, the Property Owner has not owned or leased any real property leased, subleased or otherwise occupied by other than the Company or any Company Subsidiary Real Property. (collectivelyb) To the EL Entities’ knowledge, the “Leased Real Property”)Property Owner has complied and is in compliance with, (ii) and the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in compliance with, in all material compliance with respects, all Laws applicable to such Leased the Real Property. Neither the Company nor Property Owner nor, to the EL Entities knowledge, the Contributors, have received from any Company Subsidiary has received Governmental Authority written notice (and the EL Entities have no knowledge) of any Action violation of any Law (including, without limitation, any zoning, building, fire or health code) applicable to the Property, or any part thereof, that will not have been corrected prior to the applicable Closing. (c) The Rent Roll set forth in eminent domainSchedule 5.8(c)(i) attached hereto is true, expropriationcorrect and complete in all material respects as of the date set forth on the Rent Roll. As of the applicable Closing, condemnation or other similar Actions that the Rent Roll delivered at the Closing will be true, correct and complete in all material respects as of the date set forth thereon. The copies of the Leases delivered to the LATA Parties are pendingtrue, correct and complete copies in all material respects and, to the knowledge EL Entities’ knowledge, are in full force and effect, without default by any party and without any right of setoff, except as expressly provided by the terms of such Leases or as disclosed on the delinquency report attached hereto or as otherwise set forth on Schedule 5.8(c)(ii). The copies of the CompanyLeases and other agreements with the Tenants under the Leases delivered to the LATA Parties pursuant to this Agreement constitute the entire agreements with such Tenants relating to the Real Property, as of have not been materially amended, modified or supplemented, except for such amendments, modifications and supplements delivered to the date hereofLATA Parties, and there are no such Actions threatened in writingother leases or tenancy agreements affecting the Real Property. (d) Except as set forth on Schedule 5.8(d), affecting the Property Owner has not granted to any Person any options to purchase any Real Property (or any portion thereof) or any rights of first refusal to purchase any Real Property (or any portion thereof), and no Person (other than LATA Holdings) has a conditional or unconditional right or option to purchase or to ground lease all or any portion of the Leased Real Property, or the Property Owner’s interest therein. (e) Except as set forth in Schedule 5.8(e), the EL Entities have not received written notice, and has no knowledge, of any pending, proposed or threatened (A) change in, or Proceeding for, the rezoning or amendment to the existing zoning of the Real Property and neither or any portion thereof, (B) variance, conditional use permit, special use permit, special exception or other land use permits with respect to the Company nor Real Property or any Company Subsidiary has received written notice portions thereof, (C) road widening or realignment of any streets or highways adjacent to the Property, or (D) taking of any material portion of a Real Property by eminent domain, in each case, that would reasonably be expected to have a material adverse effect on the value of the existence Real Property. (f) Except as set forth in Schedule 5.8(f), the Property is not currently benefited by any special tax abatement or categorization. Except as set forth in Schedule 5.8(f), none of any outstanding Order or of any pending Action, andthe Contributed Entity or, to the knowledge EL Entities’ knowledge, the Contributors, has commenced any Proceedings which are pending for the reduction of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary assessed valuation of the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule sets forth (i6.12(a) an accurate and complete list of lists all real property leased, subleased owned or otherwise leased or occupied by the Company or any which the Company Subsidiary has the right to own, lease, or occupy (collectivelythe owned property, the “Owned Real Property” and, the leased property, the “Leased Real Property”) and any agreement pursuant to which the Company occupies the Leased Real Property being referred to as a “Real Property Lease,” and collectively as the “Real Property Leases”). The Leased Real Property and the Owned Real Property may also be referred to as the “Real Property.” A list of the Real Property Leases and all amendments thereto is set forth on Schedule 6.12(a). The Owned Real Property includes all land legally titled in the name of the Company. (b) Real Property used by the Company in the conduct of its business is listed on Schedule 6.12(a). Except for the Real Property Leases, there is no lease (including sublease) or occupancy agreement in effect with respect to any Real Property. With respect to the Owned Real Property, the Company holds good and marketable title, free, and clear of all Liens. The Company has not received written notice of, and to the knowledge of the Company, there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the Real Property that would adversely affect in any material respect the current use of the Real Property. The Company has not received written notice from any insurance company that such insurance company will require any alteration to any Real Property for continuance of a policy insuring any Real Property or for the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed). (c) Subject to (i) proper authorization and execution of such lease by the other parties thereto and subject to the Enforcement Limitations, and (ii) the address for Permitted Exceptions, each Leased Real PropertyProperty Lease is valid, (iii) a description of the applicable leasebinding, sublease or other Contract therefor and any in full force and effect, in all amendmentsmaterial respects, modifications, side letters relating thereto and (iv) the current rent amounts payable by neither the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andnor, to the knowledge of the Company, as any other party to any Real Property Lease is in material breach thereunder. The Company has provided to the Parent Group true, correct, and complete copies of each of the date hereofReal Property Leases and all material amendments, modifications, or other agreements related thereto, and none of such Real Property Leases have been modified in any material respect, except to the extent that such modifications are set forth on Schedule 6.12(c). Each Real Property Lease constitutes the entire agreement between the parties thereto, and there are no such Actions threatened other material agreements, whether oral or written, between the parties in writingconnection with the Leased Real Property. Subject to proper authorization and execution of each Real Property Lease by the other parties thereto and further subject to the Enforcement Limitations, affecting the Company holds a valid and existing leasehold interest under its applicable Real Property Lease, free and clear of any portion Security Interest except (A) Permitted Exceptions, and (B) Security Interests and other encumbrances on the fee title to the real property on which the Leased Real Property is situated. No estoppel certificates have been given by the Company to any mortgagee or other third party. The Company is not currently contesting any material operating costs, real property taxes, or assessments or other charges payable by the tenant under any Real Property Lease. There are no purchase options, rights of first refusal, first option, or other rights held by the Company with respect to any Real Property Lease, or the real estate and/or buildings affected by any Real Property Lease except as set forth in the Real Property Leases. (d) All material approvals of Governmental Bodies required in connection with the use of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there as it is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation currently used by the Company or any and the Owned Real Property as it is currently used by the Company Subsidiary of the Leased Real Propertyhas been received.

Real Property. Neither (a) Except for the Company nor any Company Subsidiary owns any real property. property set forth in Section 3.22 3.5(a) of the Company Seller Disclosure Schedule sets forth Letter (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Owned Real Property”), (ii) the address for each Leased Real Property, (iii) a description none of the applicable leaseAcquired Companies, sublease the Satair JV or other Contract therefor and any and all amendments, modifications, side letters relating thereto and AAR Manufacturing (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right solely with respect to the use Business) owns any real property, inheritable building right, or occupancy of any Leased in-rem lease. AAR Manufacturing or the applicable Acquired Company has good fee simple title to the Owned Real Property, other than Permitted Liens. The Company or any Company Subsidiary, Property as applicable, enjoys peaceful and undisturbed possession set forth in Section 3.5(a) of the Leased Seller Disclosure Letter, free and clear of Encumbrances, except for Permitted Encumbrances and for such failure(s) that would not materially and adversely affect the ability of AAR Manufacturing to perform its obligations under the Goldsboro Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge Estate Lease. (b) Section 3.5(b) of the CompanySeller Disclosure Letter sets forth, as of the date hereofof this Agreement, there are no such Actions threatened in writing, affecting any portion (i) the address and location of all Leased Real Property and (ii) a list of all leases governing the Leased Real Property and neither (the Company nor any Company Subsidiary has received written notice “Real Property Leases”). (c) Each Real Property Lease is, as of the existence date of any outstanding Order or this Agreement, valid and in full force and effect in accordance with the terms of any pending Actionsuch Real Property Lease, and, subject to proper authorization and execution of such Real Property Lease by the counterparties thereto and to the knowledge Bankruptcy and Equity Principles. There is no material breach or default under any Real Property Lease, and to Sellers’ Knowledge, no event has occurred that, with the passage of time or the giving of notice or both, would constitute a material breach or default by AAR Manufacturing, any Acquired Company or the Satair JV or any other party thereto under any Real Property Lease. (d) Sellers have made available to Buyer full, complete and accurate copies of each Real Property Lease, together with all amendments and assignments of such Real Property Lease. (e) To Sellers’ Knowledge, each parcel of Owned Real Property is properly licensed, permitted and authorized for the operation of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertybusiness conducted thereon.

Real Property. Neither the Leases. The Company nor any Company Subsidiary owns and its Subsidiaries do not own any real property. Section 3.22 2.11 of the Company Disclosure Schedule sets forth (i) an accurate and complete a list of the Leases. The Leases grant leasehold estates free and clear of all real property leasedEncumbrances other than Permitted Encumbrances. The Leases are, subleased to the Knowledge of the Company, in full force and effect and enforceable against each of the other parties thereto in all Material respects in accordance with their respective terms, subject to the Enforceability Limitations. The Company and its Subsidiaries are not in Material breach of or otherwise occupied default under any Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute a Material breach or default by the Company or its Subsidiaries under any Lease. The Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and has not received any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by notice that the Company or any Company Subsidiary related to each Leased Real Propertyof its Subsidiaries is in Material breach of or default under any Lease. No Lease Agreement is subject To the Knowledge of the Company, no other party to any Lien Lease is in Material breach of or default under any Lease, nor, to the Knowledge of the Company, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. To the Knowledge of the Company, the operations of the Company and its Subsidiaries on the real property underlying the Leases or such real property underlying the Leases, including the improvements thereon, in any case, do not violate in any Material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations, and such non-violation is not dependent, in any instance, on so-called non-conforming use exceptions. There are no other parties occupying, or with a right to occupy granted by the Company or its Subsidiaries, the real property underlying the Leases. The Closing will not affect the enforceability against any Company Subsidiary, including person of any right Lease or the rights of Purchaser or the Surviving Corporation to the use or occupancy and possession of any Leased Real Property, other than Permitted Liensthe real property underlying the Lease for the conduct of business as currently conducted by the Company and its Subsidiaries. The Company or any Company Subsidiaryhas provided Purchaser with a true, as applicablecorrect and complete copy of all Leases, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance together with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation amendments thereto or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertymodifications thereof.

Real Property. Neither (a) As of the Closing, the Company nor any Company Subsidiary owns does not own any real propertyproperty . Section 3.22 of the Company Disclosure Schedule 3.14(a) sets forth (i) an accurate a true, correct and complete list of all leases, subleases, licenses or Contracts, including all modifications thereof and amendments thereto including the Facility Lease (each, a “Lease”), under which the Company leases, subleases, licenses or otherwise uses, operates or holds real property leased, subleased in connection with or otherwise occupied by related to the Company or any Company Subsidiary Business (collectivelysuch real property, the “Leased Real Property”), (ii) . The Company has a valid leasehold interest in the address for each Leased Real Property, (iii) a description free and clear of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real PropertyLiens, other than Permitted Liens, and each Lease is valid, binding and in full force and effect, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and general principles of equity. True, correct and complete copies of all Leases have been provided to Buyer. (b) The Company or any Company Subsidiaryhas performed all material obligations imposed on it under the Lease, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither neither the Company nor any other party thereto is in material default thereunder, nor is there any event that with notice or lapse of time, or both, would constitute a material default by the Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andor, to the knowledge of the Company, as any other party thereunder. The Company has not received or delivered any written notice of any default under any Lease. There is no pending disagreement or dispute with any other party to any Lease, nor is there any pending request or process for amendment of any Lease. (c) The Leased Real Property constitutes all of the date hereofreal property utilized by the Company in the operation of the Business as presently conducted and is sufficient to carry on the Business as presently conducted and as conducted consistent with past practice. (d) There is no pending or, there are no such Actions to the Company’s knowledge, threatened in writingappropriation, condemnation or like Action affecting the Leased Real Property or any portion part thereof or any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation, and neither the Company nor has not received any Company Subsidiary has received written notice of the existence of any outstanding Order such appropriation, condemnation or of any pending like Action, and, to the knowledge of . (e) To the Company’s knowledge, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary use of the Leased Real Property, or any portion thereof and the improvements erected thereon, does not, in any material respect, breach, violate or conflict with (i) any covenants, conditions or restrictions applicable thereto, or (ii) the terms and provisions of any Contract relating thereto.

Real Property. (a) Neither the Company nor any Company the Subsidiary owns in fee any real property. Section 3.22 of the Company Disclosure The Subsidiary does not lease any interest in real property. Schedule 4.5(a) sets forth (i) an accurate a true and complete list of all real property leased, subleased interests directly or otherwise occupied indirectly leased by the Company from any third party pursuant to a lease, sublease, use and occupancy or any other similar arrangement under which the Company Subsidiary is a lessee, (collectively, the “Leased Company Leases” and the leased premises specified in such leases, together with the Real PropertyEstate, being referred to herein collectively as the “Company Properties”), (ii) including the address and lessee of such Company Leases. Correct and complete copies of all Company Leases have been made available to Purchaser. The Company Properties constitute all of the material interests in real property currently used or currently held for use in connection with the Business and that are necessary for the continued operation of the Business as currently conducted. With respect to each Leased of the Company Leases, the Company has a legal, binding, valid and enforceable leasehold interest in, and enjoys quiet and undisturbed possession of, the leased premises specified in such Company Leases on the terms set forth therein. The Company is not in material breach of or material default under the terms of any Company Lease and, to the Knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute such a material breach or material default or permit termination under such Company Lease. To the Knowledge of the Company, no security deposit under any Company Lease has been used. All of the Company Properties are in good operating usable condition and repair in all material respects, subject to normal wear and tear, and are free from material defects and suitable for their respective intended purposes. (b) Schedule 4.5(b) sets forth a correct and complete list of all real property owned in fee by Paddock Properties being transferred to Purchaser pursuant to this Agreement, together with all buildings, structures and facilities thereon (collectively, the “Real PropertyEstate”), (iii) a including the address and legal description of such Real Estate. As of the applicable leaseClosing, sublease or other Contract therefor Paddock Properties will have fee simple and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right valid title to the use or occupancy Real Estate, free and clear of any Leased Real Propertyall Liens, other than Permitted LiensExceptions. The Company Except as set forth in Schedule 4.5(b), Paddock Properties has not granted any purchase option or right of first refusal with respect to a sale of any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real PropertyEstate. Each parcel of Leased Paddock Properties has the power and authority to sell, transfer, assign and deliver the Real Property is Estate as provided in material compliance with all Laws applicable this Agreement, and such delivery will convey to such Leased Purchaser valid fee simple title to the Real Property. Neither the Company nor any Company Subsidiary has received written notice Estate, free and clear of any Action in eminent domain, expropriation, condemnation or and all Liens other similar Actions that are pending, and, to than Permitted Exceptions. To the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge Knowledge of the Company, there is are no such Order condemnation proceedings pending or Action threatened that would result in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary taking of the Leased Real PropertyEstate.

Real Property. Neither the The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 property used in the business of the Company Disclosure Company. Schedule 3.17(a) sets forth (iwhether as lessee or lessor) an accurate the address and complete a list of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) of real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectivelysuch real property, the “Leased Real Property”) to which the Company is a party or by which it is bound, in each case, as of the date of this Agreement (each a “Material Real Property Lease”). Except as set forth on Schedule 3.17(a), (iii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Material Real Property Lease is in material compliance with all Laws applicable to such Leased Real Property. Neither legal, valid and binding on the Company nor any Company Subsidiary has received written notice of any Action in eminent domainCompany, expropriation, condemnation or other similar Actions that are pending, and, and to the knowledge of the Company, as on the other party thereto and is in full force and effect, enforceable in accordance with its terms (subject to the Enforceability Exception); (ii) the Company is not, nor to the knowledge of the date hereofCompany is the other party thereto, there are in breach or default under any Material Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such Actions threatened in writinga breach or default, affecting or permit the termination, modification or acceleration of rent under such Material Real Property Lease; and (iii) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and there is no Person (other than the Company) in possession of such Leased Real Property. The Leased Real Property constitutes all of the material real property used or occupied by the Company. The Leased Real Property and the material improvements thereon are in good operating condition and repair, subject to ordinary wear and tear. With respect to each Material Real Property Lease, the Company’s possession and quiet enjoyment of the Leased Real Property under such Material Real Property Lease has not been disturbed in any material respect, and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is are no disputes with respect to such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Material Real PropertyProperty Lease.

Real Property. Neither The Company and the Company nor any Company Subsidiary owns Subsidiaries do not own any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an 5.17 contains a complete and accurate and complete list of all real property leased, subleased or otherwise occupied previously owned by the Company or any Company Subsidiary since January 17, 2007. The Company and the Company Subsidiaries, as applicable, have valid leasehold interests in the real property specified on Schedule 5.17 under the heading “Leased Properties” (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) . Schedule 5.17 contains a description complete and accurate list as of the applicable lease, sublease or other Contract therefor and any and date hereof of all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable Real Property leased by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by and the Company or any Company SubsidiarySubsidiaries as lessee, including any right all subleases and other arrangements relating to the use or occupancy of any Leased the Real PropertyProperty by the Company and the Company Subsidiaries (collectively, other than Permitted Liensthe “Leases”). The Company or any Company SubsidiarySchedule 5.17 contains a complete and accurate list as of the date hereof of all Leases (and copies thereof have been delivered to the Buyer), as applicablethe same may have been amended, enjoys peaceful and undisturbed possession of supplemented or otherwise modified from time to time. With respect to each Lease, neither the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor Company, any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andnor, to the knowledge of the Company, as any other party to any such Lease is in material breach thereof or default thereunder and there does not exist under any thereof any event which, with the giving of notice or the date hereoflapse of time, there are no would constitute such Actions threatened in writinga material breach or default by the Company, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andor, to the knowledge of the Company, there is no such Order or Action threatened in writingany other party. All of the Leases are, relating to the ownershipknowledge of the Company, in full force and effect. Except as disclosed on Schedule 5.17, neither the Company nor any Company Subsidiary is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, use, occupancy or operation enjoyment of any of the Real Property. To the knowledge of the Company, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company or any Company Subsidiary Subsidiary. There are no claims, actions or legal proceedings pending nor, to the knowledge of the Leased Company, threatened against or affecting the Real PropertyProperty or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Real Property. Neither (a) The Company has good and valid (and, in the Company nor any Company Subsidiary owns any real propertycase of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the December 31, 2019. Section 3.22 All such properties and assets (including leasehold interests) are free and clear of the Company Disclosure Liens other than Permitted Liens. (b) Schedule sets forth 2.14(b) lists (i) an accurate and complete list the street address of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased each parcel of Real Property”), ; (ii) if such property is leased or subleased by the address Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, (iii) a description Seller has delivered or made available to Buyer true, complete and correct copies of the applicable leasedeeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject instrument granting to any Lien granted by the Company or any Company Subsidiary, including other Person any right to the use possession, lease, occupancy or occupancy enjoyment of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased leased Real Property. Each parcel The use and operation of Leased the Real Property is in the conduct of the Company's business do not violate in any material compliance with all Laws applicable to such Leased respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real PropertyProperty encroach on real property owned or leased by a Person other than the Company. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar There are no Actions that are pending, andpending nor, to the knowledge of Seller's Knowledge, threatened against or affecting the Company, as of the date hereof, there are no such Actions threatened in writing, affecting Real Property or any portion thereof or interest therein in the nature or in lieu of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order condemnation or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyeminent domain proceedings.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.12(a) of the Company Disclosure Schedule sets Letter contains a complete and correct list, as of the date of this Agreement, of all Owned Real Property that is material to the conduct of the business of the Acquired Companies as currently conducted. Except as set forth on Section 4.12(a) of the Company Disclosure Letter or except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, an Acquired Company owns such Owned Real Property in fee (or the equivalent interest in the applicable jurisdiction), subject only to Permitted Liens. No Acquired Company has leased, or granted the right to use or occupy, any portion of the Owned Real Property to any Person. (b) Section 4.12(b) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all leases relating to Leased Real Property (the “Real Property Leases”). Except as set forth on Section 4.12(b) of the Company Disclosure Letter or except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, (i) an accurate Acquired Company has a valid and complete list of enforceable leasehold estate in all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, subject only to the Enforceability Exceptions and any Permitted Liens and (iiiii) no Acquired Company has received any written notice from any lessor of such Leased Real Property of, nor does there exist any breach or default, event or circumstance that, with notice or lapse of time, or both, would constitute a description breach or default by the party that is the lessee or, to the Knowledge of the applicable leaseCompany, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each lessor of such Leased Real Property. No Acquired Company has collaterally assigned or granted any other security interest in such Real Property Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiaryinterest therein. None of the Acquired Companies has subleased, including any or granted the right to the use or occupancy occupy, any portion of any Leased Real Property, other than Permitted Liens. The Company or Property to any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyPerson.

Real Property. Neither (a) Schedule 3.16(a) sets forth a complete list of all real property owned by the Company nor any Company Subsidiary owns any real property(individually, an “Owned Property”). Section 3.22 All of the Company Disclosure Real Property is used in the conduct of the business of the Company. Schedule 3.16(a) also sets forth (i) an accurate and a complete list of all real property leased, occupied or subleased (as lessee or otherwise occupied sublessee) by the Company or any Company Subsidiary (collectivelyindividually, a “Leased Property” and, together with the Owned Property, the “Leased Real Property”), and identifies all of the lease and sublease agreements, as amended to date relating to the Leased Property (the “Leases”). In the event that any of the Leases is a sublease, the Company, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and (i) such prime lease is in full force and effect, (ii) the address for each Leased Real Propertythere are no outstanding uncured notices of default or termination, and (iii) a description no right of the applicable Company in any such sublease conflicts with such prime lease. To the Knowledge of the Company, sublease there are no subleases, licenses or other Contract therefor and Contracts granting to any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by Person other than the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use possession, use, occupancy or occupancy enjoyment of the premises demised by the Leases. (b) The Company has good and marketable fee simple title to all Owned Property and good and valid title to the leasehold estates in all Leased Property and to all buildings, and improvements thereon, free and clear of any Leased Real PropertyLiens, other than except for Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel No Person other than the Company has any right to use or occupy any part of Leased the Real Property. The Real Property is in material compliance with all Laws applicable the only land and buildings owned, used or occupied by the Company and the Company does not have any right of ownership, right to such Leased use, option, right of first refusal or contractual obligation to purchase, or any other legal or equitable right, estate, or interest in, or affecting, any land or buildings other than the Real Property. (c) To the Knowledge of the Company, there are no defects in the condition of the improvements on the Real Property that have a material effect on the business of the Company. (d) The Company has obtained all material permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) which the Company is required to obtain from all Governmental Authorities having jurisdiction over any of the premises comprising Real Property and all such Real Property Permits are in full force and effect. Since March 3, 2008, the Company has not received any notice from any Governmental Authority having jurisdiction over any premises comprising Real Property threatening a suspension, revocation, modification or cancellation of any material Real Property Permit, and to the Knowledge of the Company, there exists no violation of a material Real Property Permit. (e) The Company has not received any written notice of, and to the Knowledge of the Company, any oral notice, of any currently pending or threatened condemnation or eminent domain proceeding with respect to or affecting any of the premises comprising Real Property or any part thereof and, to the Knowledge of the Company, no such condemnations or proceedings have been proposed. (f) Neither the Company nor any Person that is or has at any time been a Subsidiary of the Company Subsidiary has received written notice of given any Action in eminent domainguaranty or indemnity for any liability relating to any real property owned, expropriationleased or used by any Person. (g) There are no underground or above ground storage tanks, condemnation active or other similar Actions that are pending, andabandoned on the Owned Real Property or, to the knowledge Knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither (a) None of the Company nor any Company Subsidiary owns Entities own, or have ever owned, any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i4.12(a) an accurate and complete list of lists all real property leased, subleased leased or otherwise occupied by the Company Entities or any which a Company Subsidiary Entity has the right to lease or occupy (collectively, the “Leased Real Property”, and any agreement pursuant to which a Company Entity occupies the Leased Real Property being referred to as a “Real Property Lease” and collectively as the “Real Property Leases”). The Leased Real Property may also be referred to as the “Real Property.” A list of the Real Property Leases and all amendments thereto is set forth on Schedule 4.12(a). (b) Schedule 4.12(b) sets forth all real property formerly leased by the Company Entities by street address. (c) All of the real estate used by any Company Entity in the conduct of its business are included in the Real Property. Except for the Real Property Leases, there is no lease (including sublease) or occupancy agreement in effect with respect to any Real Property. The Company has not received written notice of, and to the Knowledge of the Company, there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to the Real Property that would adversely affect in any material respect the current use of the Real Property. No Company Entity has received written notice from any insurance company that such insurance company will require any alteration to any Real Property for continuance of a policy insuring any Real Property or for the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed). (d) Subject to (i) proper authorization and execution of such lease by the other parties thereto and subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, and (ii) the address for Permitted Exceptions, each Leased Real PropertyProperty Lease is valid, (iii) binding, and in full force and effect, in all material respects, and neither a description Company Entity nor, to the Knowledge of the applicable leaseCompany, sublease or any other Contract therefor party to any Real Property Lease is in material breach thereunder. The Company has provided to Purchaser true, correct and any complete copies of each of the Real Property Leases and all material amendments, modifications, side letters relating thereto or other agreements related thereto, and (iv) the current rent amounts payable by the Company or none of such Real Property Leases have been modified in any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiarymaterial respect, including any right except to the use extent that such modifications are set forth on Schedule 4.12(a). Each Real Property Lease constitutes the entire agreement between the parties thereto, and there are no other material agreements, whether oral or occupancy of any Leased Real Propertywritten, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of between the parties in connection with the Leased Real Property. Each parcel Subject to proper authorization and execution of each Real Property Lease by the other parties thereto and further subject to bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, each Company Entity holds a valid and existing leasehold interest under its applicable Real Property Lease, free and clear of any Security Interest except (i) Permitted Exceptions, and (ii) Security Interests and other encumbrances on the fee title to the real property on which the Leased Real Property is in material compliance with all Laws applicable to such Leased Real Propertysituated. Neither the Company nor No estoppel certificates have been given by any Company Subsidiary has received written notice of Entity to any Action in eminent domain, expropriation, condemnation mortgagee or other similar Actions that are pendingthird party. No Company Entity is currently contesting any material operating costs, and, to real property taxes or assessments or other charges payable by the knowledge of the Company, as of the date hereof, there tenant under any Real Property Lease. There are no such Actions threatened purchase options, rights of first refusal, first option or other rights held by any Company Entity with respect to any Real Property Lease, or the real estate and/or buildings affected by any Real Property Lease except as set forth in writing, affecting any portion the Real Property Leases. (e) All material approvals of Governmental Bodies required in connection with the use of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there as it is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation currently used by the Company or any Company Subsidiary of the Leased Real PropertyEntities have been received.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule sets forth (i3.11(a) an accurate and complete list of lists all real property leasedand all interests in real property, subleased in each case that is leased or otherwise occupied by the Company or that the Company has the right to occupy, now or in the future (each, whether written or oral, being a “Real Property Lease” and any Company Subsidiary (collectively, the real property leased or occupied under a Real Property Lease being “Leased Real Property”). The Company does not own, and has not ever owned, any real property. (iib) the address for each Leased Real Property, (iii) a description All of the applicable leaseland, sublease or buildings, structures and other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable improvements used by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by in the Company or any Company Subsidiary, including any right to the use or occupancy conduct of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of its business are included in the Leased Real Property. Each parcel of Leased Except for the Real Property Leases, there is no lease (including sublease) or occupancy agreement in material compliance effect with all Laws applicable respect to such any Leased Real Property. There is no pending or, to the Company’s Knowledge, Threatened Proceeding regarding condemnation or other eminent domain Proceeding affecting any Leased Real Property or any sale or other disposition of any Leased Real Property in lieu of condemnation. No Leased Real Property has suffered any material damage by fire or other casualty that has not been completely repaired and restored. (c) The Company has a valid leasehold interest under each Real Property Lease, subject to any Enforcement Limitation. The Company is not in default or otherwise in breach under any Real Property Lease and, to the Company’s Knowledge, no other party is in default or otherwise in breach thereof. No party to any Real Property Lease has exercised any termination right with respect thereto. The Company has provided to Buyer a true, correct and complete copy of each Real Property Lease. Each Real Property Lease is in full force and effect and constitutes the entire agreement between the parties thereto, and there are no other agreements, whether oral or written, between such parties. All rent and other sums and charges payable by the Company as tenant thereunder are current. No party to any Real Property Lease has repudiated any provision thereof and there is no dispute, oral agreement or forbearance program in effect with respect to any Real Property Lease. The Company has good title to the leasehold estate and other rights of the tenant with respect to the property affected by each Real Property Lease, free and clear of all Encumbrances, except any Permitted Encumbrance. The Company has not received written or, to the Company’s Knowledge, oral notice from any insurance company that such insurance company will require any alteration to any Leased Real Property for continuance of a policy insuring such property or the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed), to the extent that such alteration is the responsibility of the Company. (1) Neither the Company nor any Company Subsidiary of its predecessors has received written notice given any mortgagee or other Person any estoppel certificate or similar instrument that would preclude assertion of any Action in eminent domainclaim under any Real Property Lease, expropriation, condemnation affect any right or other similar Actions that are pending, and, obligation under any Real Property Lease or otherwise be binding upon any successor to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting ’s position under any portion of the Leased Real Property and Lease; (2) neither the Company nor any of its predecessors has contested, and the Company Subsidiary has received written notice of is not currently contesting, any operating cost, real estate Tax or assessment or other charge payable by the existence of tenant under any outstanding Order or of any pending Action, and, to the knowledge of the Company, Real Property Lease; (3) there is no such Order purchase option, right of first refusal, first option or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation other right held by the Company with respect to, or any real estate or building affected by, any Real Property Lease that is not contained within such Real Property Lease; and (4) neither the Company Subsidiary nor any of its predecessors has exercised any option or right to terminate, renew or extend or otherwise affect any right or obligation of the Leased tenant under any Real PropertyProperty Lease or to purchase the real property subject to any Real Property Lease.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule sets forth (i3.19(a)(1) an is a complete and accurate and complete list of all real property leased, subleased or otherwise occupied owned by the Company or any which will be owned by the Company Subsidiary on the Closing Date (the "Owned Real Property"). Schedule 3.19(a)(2) is a complete and accurate list of all leases, subleases, licenses and other agreements (collectively, the “"Real Property Leases") under which the Company uses or occupies any real property (the land, buildings and other improvements covered by the Real Property Leases being herein called the "Leased Property" and together with the Owned Real Property and the U.S. Forest Service Properties, the "Real Property”"). The Company has delivered to the Purchaser copies of the Real Property Leases which are true and correct in all material respects. Each Real Property Lease is in full force and effect and neither the Company nor, to the Knowledge of the Seller, any other party to such Real Property Lease is in material breach thereof or default thereunder, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not result in a Material Adverse Effect. The Real Property is all of the real property that the Company owns or occupies (iior will own or occupy on the Closing Date). (b) The Company owns or will, on the address for each Closing Date, own fee title to the Owned Real Property and good and valid leasehold interests in the Leased Real Property, subject only to Permitted Exceptions. The foregoing representation (iiiA) shall not be construed in any event to relate to the fee interest in any Leased Real Property and (B) shall be deemed deleted from this Agreement with respect to any matter covered by a description title insurance policy held or obtained by the Company. (c) Schedule 3.19(c) lists all property (the "U.S. Forest Service Properties") subject to the permit issued to the Company by the U.S. Forest Service on November 12, 1997, as amended (the "U.S. Forest Service Permit"). The Company has made available to the Purchaser or its representatives a copy of the applicable leaseU.S. Forest Service Permit that is true, sublease or other Contract therefor correct and any and complete in all amendmentsmaterial respects, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right modifications to the use fees or occupancy of other amounts payable thereunder which may have been imposed by any Leased Real Property, other than Permitted Liensapplicable Law. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge interest of the Company, as of permitted under the date hereofU.S. Forest Service Permit, there are is subject to no such Actions threatened in writingLiens other than Permitted Exceptions. (d) Schedule 3.19(d) sets forth all material leases, affecting subleases and licenses (collectively, the "Space Leases") granting to any portion of the Leased Real Property and neither Person other than the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, right to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, leasepossession, use, occupancy or operation by enjoyment of the Real Property or any portion thereof. Each Space Lease is valid, binding and in full force and effect, and neither the Company nor, to the Knowledge of the Seller, any other party to such Space Lease is in material breach thereof or default thereunder, except for such breaches and defaults as to which requisite waivers or consents have been obtained or which would not result in a Material Adverse Effect. (e) The Company has not received notice of and, to the Knowledge of the Seller, there is no pending, threatened or contemplated condemnation proceeding affecting the Real Property or any Company Subsidiary part thereof, nor any sale or other disposition of the Leased Real PropertyProperty or any part thereof in lieu of condemnation.

Real Property. Neither (a) The Company does not own any fee simple interest in real property other than as set forth on Schedule 4.16. The Company does not lease or sublease (as lessee or sublessee) any real property other than as set forth on Schedule 4.16. Schedule 4.16 sets forth the municipal address and proper legal description of each parcel of real property owned by the Company nor (the "Owned Property") or leased or subleased (as lessee or sublessee) by the Company (the "Leased Property" and, together with the Owned Property, the "Real Property"). Attached hereto as Schedule 4.16 are true and complete copies of all of the lease and sublease agreements and all other instruments granting such leasehold interests, rights, options, or other interests, as amended to date (the "Leases") relating to the Leased Property. The Leases are valid, binding and in full force and effect and have been properly registered in the appropriate land registry office. All rent and other sums and charges payable under the Leases are current, no notice of default or termination under any Company Subsidiary owns any real property. Section 3.22 of the Leases is outstanding, no termination event or condition or uncured default on the part of the Company Disclosure Schedule sets forth (i) an accurate or on the part of the landlord or sublandlord, as the case may be, thereunder, exists under the Leases, and complete list no event has occurred and no condition exists which, with the giving of all real property leasednotice or the lapse of time or both, subleased would constitute such a default or otherwise occupied by termination event or condition. In the event that any of the Leases is a sublease, the relevant Company, as sublessee or sublessor, as the case may be, has obtained the required consent of the prime landlord to such sublease, and such prime lease is in full force and effect, there are no outstanding uncured notices of default or termination, and no right of the Company or in any Company Subsidiary (collectivelysuch sublease conflicts with such prime lease. There are no subleases, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease licenses or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject agreements granting to any Lien granted by person other than the relevant Company or any Company Subsidiary, including any right to the use possession, use, occupancy or occupancy enjoyment of the premises demised by the Leases. All of the premises are used in the conduct of the Company's business. (b) The Company has good and marketable title in fee simple or otherwise to the Owned Property and good and marketable leasehold title to the Leased Property and to all plants, buildings, and improvements thereon, free and clear of any Leased Real PropertyEncumbrances, other than Permitted Liensimperfections of title, encroachments, easements, rights-of-way, squatters' rights, covenants, conditions, or restrictions. The Company or any Company Subsidiary, as applicable, enjoys a peaceful and undisturbed possession of the Leased Real Property. Each parcel No Person other than the Company has any right to use or occupy any part of Leased the Real Property. (c) All improvements located on the Real Property is are in a state of good maintenance and repair, considering normal wear and use, and in a condition adequate and suitable for the effective conduct therein of the business conducted and proposed to be conducted by the Company. The heating, ventilation, air conditioning, plumbing and electrical systems at the Real Property are in good working order and repair, considering normal wear and use, on the Closing Date. The Company has not experienced any material compliance interruption in such services provided to any of the premises located on the Real Property within the last year. No landlord under the Leases has any plans to make any material alterations to any of the Leased Property, the construction of which would interfere with all Laws applicable to such the use of any portion of the Leased Real Property. Neither No landlord under the Leases has any plans to make any material alterations to any of the buildings in which Leased Property is located, the costs of which alterations would be borne in any part by a tenant under the applicable Lease. (d) All permits, licenses, franchises, approvals and authorizations (collectively, the "Real Property Permits") of all Governmental Authorities having jurisdiction over each Real Property and from all insurance companies and fire rating and other similar boards and organizations (collectively, the "Insurance Organizations"), required or appropriate are set forth on Schedule 4.16 and have been issued to the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge enable each Real Property to be lawfully occupied and used for all of the Companypurposes for which they are currently occupied and used, have been lawfully issued and are, as of the date hereof, there are no such Actions threatened in writingfull force and effect, affecting except to the extent that any portion failure thereof will not have a Material Adverse Effect. Neither the Sellers nor the Company has received or been informed by a third party of the Leased receipt by it of any notice from any Governmental Authority having jurisdiction over any Real Property and neither the Company nor or from any Company Subsidiary has received written notice of the existence Insurance Organization threatening a suspension, revocation, modification or cancellation of any outstanding Order Real Property Permit or of any pending Actioninsurance policies, and, to the knowledge of the Company, and there is no basis for the issuance of any such Order notice or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation taking of any such action. There is no action required by the Sellers or the Company in order for all Real Property Permits and liability and casualty insurance policies required under any of the Leases to remain Real Property Permits and insurance policies of Purchaser. (e) Neither the Sellers nor the Company has received any notice nor have they any knowledge of any pending, threatened or contemplated condemnation or eminent domain proceeding with respect to or affecting any Real Property or any Company Subsidiary part thereof. (f) There are no liabilities (other than rent and other sums and charges regularly payable) associated with any of the Leased Real PropertyLeases, including any liability under any Environmental and Safety Requirements, which are or which may become payable by Purchaser.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate includes a true and complete list of all real property leasedleases, subleased subleases, or otherwise occupied other occupancies used by the Company or any to which the Company Subsidiary is a party as lessee or lessor (collectivelythe “Real Property Leases,” and the properties leased thereunder, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or . No Person other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by than the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including has any right to use, occupy or lease any of the use or occupancy of any Leased Real PropertyProperty and no Leased Real Property is occupied by a Person other than the Company. The leasehold interests relating to the Real Property Leases are free and clear of all Liens, other than Permitted Liens. The Company No waiver, indulgence or postponement of any Company Subsidiaryof the Company’s obligations, as applicablelessee, enjoys peaceful and undisturbed possession has been granted by any owner or lessor of the Leased Real Property. Each parcel The Company has not received any written notice from the other party to any Real Property Lease of the termination or proposed termination thereof. The Company is not in violation of a condition or agreement contained in any easement, restrictive covenant or any similar instrument or agreement affecting the Leased Real Property is in any material compliance with all Laws applicable respect. Other than the Real Property Leases, there are no agreements or arrangements whatsoever relating to such the Company’s use or occupancy of any of the Leased Real Property. Neither the The Company nor has not transferred, mortgaged or assigned any Company Subsidiary has received written notice of interest in any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither or the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any Real Property Leases. There is no pending Action, andor, to the knowledge Knowledge of the Company, there is no such Order threatened condemnation or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company similar proceeding affecting any Leased Real Property or any portion thereof. The Company Subsidiary of the Leased Real Propertydoes not own any real property.

Real Property. Neither the (a) No Group Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i4.07(a) an accurate contains a true and complete list of all leases, licenses, subleases and occupancy agreements or written agreements, together with all amendments, modifications, supplements, renewals, extensions and guarantees related thereto (the “Real Property Leases”), with respect to all real property leased, licensed, subleased or otherwise used or occupied by the Company or any Company Subsidiary Group Companies as of the date hereof (collectively, the “Leased Real Property”). (b) A true and complete copy of each Real Property Lease has been made available to the Purchaser prior to the date hereof. The Real Property Leases are in full force and effect, (ii) and a Group Company holds a valid, subsisting and binding leasehold interest under each such Real Property Lease, subject to Permitted Liens. None of the address for each Group Companies is in default of any material provision under any of the Real Property Leases and there is no subsisting or anticipated breach of any covenant, condition or agreement contained in any Real Property Lease. The Leased Real Property, (iii) a description Property is free and clear of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real PropertyEncumbrances, other than Permitted Liens. The Company Neither the execution or delivery of this Agreement, nor the consummation of the Transaction, nor the fulfillment of or compliance with the terms and conditions hereof require the consent of or notice to any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of Person under any Real Property Lease would entitle any Person to terminate any Real Property Lease or recapture the Leased Real Property. Each parcel , increase rent, charge any additional fees or require any other modifications to the terms and conditions of any Real Property Lease. (c) All material improvements, systems, equipment, machinery and fixtures located within the demised premises constituting the Leased Real Property is are in good operating condition and repair, have been maintained in accordance with commercially reasonable standards and are adequate and suitable in all material compliance with all Laws applicable to such Leased Real Propertyrespects for the present and continued use, operation and maintenance thereof as now used, operated or maintained, excluding, for the avoidance of doubt, any ordinary wear and tear. Neither There are no pending or threatened condemnation or eminent domain or equivalent proceedings, and none of the Company nor any Company Subsidiary Group Companies has received written notice of any Action in eminent domainsuch proceedings, expropriationaffecting the Leased Real Property, condemnation or other similar Actions that are pending, and, except as would not be material to the knowledge business of the CompanyGroup Companies, individually or as a whole. None of the date hereofGroup Companies has subleased, there are no such Actions threatened in writing, affecting licensed or otherwise granted any third party the right to use or occupy any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither (a) Section 2.13(a) of the Disclosure Schedule lists all Leased Real Property and Owned Real Property. The Owned Real Property and the Leased Real Property, together with easements appurtenant thereto, include all of the real property used or held for use in connection with, or otherwise required to conduct, the Business in substantially the manner it has been conducted prior to the date of this Agreement. (b) Each Leased Real Property is used or occupied by the Seller Business Group, the Company nor any or a Company Subsidiary owns any real propertyfor purposes relating to the Business pursuant to a Lease. Section 3.22 A true and complete copy of the Company Disclosure Schedule sets forth each Lease has been delivered or made available to Purchaser. (i) an accurate To Seller’s Knowledge, each Lease is in full force and complete list of all real property leasedeffect and is enforceable against the lessor that is party thereto in accordance with its terms, subleased or otherwise occupied by subject to the Company or any Company Subsidiary (collectively, the “Leased Real Property”)General Enforceability Exceptions, (ii) there are no existing defaults of the address for each Leased Seller Business Group, the Company or a Company Subsidiary or, to Seller’s Knowledge, by the lessor, under any of the Leases, and (iii) no event has occurred that (with notice or lapse of time, or both) would reasonably be expected to constitute a breach or default under any such Lease by the Seller Business Group, the Company or a Company Subsidiary, or, to Seller’s Knowledge, by any other party thereto. Except as set forth on Section 2.13(b) of the Disclosure Schedule, no consent is required from the lessor under any Lease to consummate the transactions contemplated by this Agreement and the Transaction Agreements. (c) Neither the Owned Real Property, (iii) a description of nor the applicable leaseleasing, sublease occupancy or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property , is in material compliance violation of any Law, including any building, zoning, environmental or other Law. The condition and use of the Owned Real Property conforms in all material respects to each applicable certificate of occupancy and all other Permits required to be issued in connection therewith. Seller has not received any written claim, notice or citation, with all Laws applicable respect to such any part of the Owned Real Property or Leased Real Property. Neither the Company nor , of (i) any Company Subsidiary has received written notice violation of any Action in zoning, subdivision or building Law applicable thereto, (ii) taking or intent to take by eminent domaindomain any part of such property, expropriation, condemnation or other similar Actions that are pending, and, (iii) commencement of enforcement proceedings with respect to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertydelinquent Taxes.

Real Property. Neither (a) None of the Company nor any Company Subsidiary Acquired Companies owns any real property or has ever owned any real property. . (b) Section 3.22 3.11(b) of the Company Disclosure Schedule Letter sets forth (i) an accurate and complete a list of all real property leasedexisting leases or other Contracts, subleased or otherwise occupied by the Company or any Company Subsidiary including all amendments and modifications thereto (collectively, the “Leased Real PropertyLeases”), under which an Acquired Company leases real property owned by any third party (iiindividually, a “Leased Property”) and identifies by street address the address for each Leased Real Property, (iii) a description Property which is the subject of the Leases. True, correct and complete copies of the Leases have been made available to Purchaser. Each applicable leaseAcquired Company has a valid and existing leasehold interest in, sublease or other Contract therefor and any and all amendmentsthe right to quiet enjoyment of, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No All accrued and currently payable base rents, additional rents and other payments required by each Lease Agreement have been paid. Each of the Leases is binding on the Acquired Company party thereto, and, to the Knowledge of the Company, the other party thereto (in each case subject to any Lien granted by the Enforceability Exceptions), and in full force and effect, and to the Knowledge of the Company, no Person other than an Acquired Company or any Company Subsidiary, including has any right to the possession, occupancy or use or occupancy of any Leased Real Property, other than Permitted Liensof the premises demised under the Leases. The Company has not mortgaged, deeded in trust or otherwise encumbered any Lease or Leased Property or any interest therein. No Acquired Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domainmaterial default, expropriation, condemnation or other similar Actions that are pending, cancellation or termination under any of the Leases. There is no material default under any of the Leases and each applicable Acquired Company and, to the knowledge Knowledge of the Company, as all other parties thereto are in compliance with the terms and conditions of the date hereof, there are no such Actions threatened in writing, affecting any portion of Leases. (c) Neither the Leased Real Property and neither the Company Acquired Companies nor any Company Subsidiary Seller has received any written notice of the existence of any outstanding Order or of any pending Action, andor, to the knowledge Knowledge of the Company, oral notice of, and to the Knowledge of the Company, there is not, any proceeding regarding the conduct of business at, on, or the use of, the Leased Property. The Acquired Companies have accepted possession of the Leased Property, and all conditions and requirements to be performed by each lessor of the Leased Property prior to such possession have been completed. No Person except the Acquired Companies and their employees occupies the Leased Property. To the Knowledge of the Company, there are no such Order covenants, deed restrictions, easements, leases, sub-leases, rights of occupancy or Action threatened other liens that encumber the Leased Property that adversely affect or could adversely affect the use and occupancy of the Leased Property as it is presently used and occupied. The Acquired Companies have not assigned, sublet, transferred, hypothecated or otherwise disposed of any interest in writingthe Leases and/or the Leased Property, relating or any part thereof. There have been no promises or representations made to the ownershipAcquired Companies or Seller by any lessor concerning the Leases or the Leased Property not contained in the Leases. Except as set forth in Section 3.11(c) of the Company Disclosure Letter, leaseneither the Leases nor any obligations of the Acquired Companies thereunder have been guaranteed by any Person. Neither the Acquired Companies nor Seller has received any written or, to the Knowledge of the Company, oral notice of violation of any Laws related to the use, occupancy or operation by condition of the Company Leases or the Leased Property. To the Knowledge of the Company, the improvements located on the Leased Property are in material compliance with building, zoning, anti-pollution, health, occupational safety and other Laws and all Permits applicable to the Leased Property. (d) There are no pending or, to the Knowledge of the Company, threatened (i) condemnation or taking proceedings against all or any Company Subsidiary portion of any of the Leased Real PropertyProperty or (ii) proceedings to amend or modify any building code or zoning or land use Laws that would reasonably be expected to adversely affect the use or occupancy of the Leased Property as currently used or occupied by the Acquired Companies. (e) To the Knowledge of the Company, all improvements located on the Leased Property are structurally sound and in good condition and repair in all material respects (ordinary wear and tear excepted) and sufficient for the operation of the business as presently conducted by the Acquired Companies. There are no maintenance or capital improvements related to the Leased Property that are being deferred.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. . (b) Section 3.22 4.13(b) of the Company Disclosure Schedule sets forth (i) an accurate and complete list the address or legal description of all real property leasedleasehold, subleased subleasehold, or otherwise occupied licensed estates (other than Network Real Property and Easement Real Property) held by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (iipursuant to those leases, subleases, licenses or other occupancy agreements described on Section 4.13(b) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and Company Disclosure Schedule (together with all amendments, modificationsextensions, side letters relating thereto renewals, guaranties and (iv) other agreements with respect thereto, the current rent amounts payable by the Company or any Company Subsidiary related to each Leased “Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted LiensProperty Leases”). The Company or any Company Subsidiaryis in compliance, as applicablein all material respects, enjoys peaceful and undisturbed possession during the past three (3) years has been in compliance, in all material respects, with all of the Leased Real Property. Each parcel of Leased Real Property is in material compliance Leases with all Laws applicable of the Real Property Leases. No material default on the part of the Company, or, to such Leased the Knowledge of the Sellers, any other party thereto exists under any Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pendingProperty Lease, and, to the knowledge Knowledge of the CompanySellers, as 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 under any such Real Property Lease. The Company has not assigned, transferred, subleased, licensed or otherwise granted any Person (other than pursuant to Permitted Liens or Liens related to Closing Date Indebtedness) the right to use or occupy any Leased Real Property or any portion thereof. A true and complete copy of all Real Property Leases, including amendments and modifications thereto, has been made available to Purchaser. The Company has the right to possession and quiet enjoyment of all the real property described in Section 4.13(b) of the date hereofCompany Disclosure Schedule as set forth in each Real Property Lease. (c) Section 4.13(c) of the Company Disclosure Schedule sets forth the Easement Real Property. The Company possesses valid easement, there right-of-way, permit or license interests in and to the Easement Real Property, in each case free and clear of all Liens, except for Permitted Liens or Liens related to Closing Date Indebtedness. The Company is in compliance, in all material respects, and during the past three (3) years has been in compliance, in all material respects, with each easement, right-of-way, permit or license interest in and to the Easement Real Property. A true and complete copy of each easement, right-of-way, permit or license interest in and to the Easement Real Property, including amendments and modifications thereto, has been made available to Purchaser. Exh. 2.1-23 (d) Section 4.13(d) of the Company Disclosure Schedule sets forth the Network Real Property. The Company possesses valid easement, right-of-way, permit, or license interests in and to the Network Real Property, in each case free and clear of all Liens, except for Permitted Liens or Liens related to Closing Date Indebtedness. The Company is in compliance, in all material respects, and during the past three (3) years has been in compliance, in all material respects, with each easement, right-of-way, permit or license interest in and to the Network Real Property. A true and complete copy of each easement, right-of-way, permit or license interest in and to the Network Real Property, including amendments and modifications thereto, has been made available to Purchaser. (e) The Company’s interests in the Real Property comprise all interests of the Company in real property that are required for the operation of the Business except to the extent the lack thereof would not have a material effect on the Company. All buildings, structures, improvements, fixtures, equipment, and building systems, and all components thereof, included on or at the Real Property are in good condition and repair, reasonable wear and tear excepted, and sufficient for the operation of the Business and the Network. There is no such Actions threatened condemnation, expropriation, or other proceeding in writingeminent domain pending or, to the Knowledge of the Sellers, threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyportion thereof or interest therein.

Real Property. Neither (i) None of the Company nor any Company Subsidiary owns any real property. Section 3.22 members of the Company Group owns or has legal or equitable title or other right or interest in any real property other than the land use rights (the "LAND USE RIGHTS") held by the Company Group as set forth in Schedule 3.17(i) of the Disclosure Schedule or as held pursuant to Lease (as defined below). True and complete copies of the certificates evidencing the Land Use Rights have been delivered to each of the Investors or their agents or professional advisers and any land grant premium required under Applicable Law in connection with securing such Land Use Rights has been fully paid. The Company's use of any real property has conformed to the intended use of such real property as granted under the applicable Land Use Rights. The particulars of the Land Use Rights as set out in Schedule 3.17(i) of the Disclosure Schedule are true and complete. (ii) Schedule 3.17(ii) of the Disclosure Schedule sets forth each leasehold interest with the annual lease payment in excess of US$50,000 pursuant to which any member of the Company Group holds any real property (i) an accurate a "LEASE"), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. Each Lease constitutes the entire agreement to which any member of the Company Group is party with respect to the property demised thereunder, and a true and complete list copy of all real property leasedeach such Lease has been delivered to the Investors, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and together with all amendments, modifications, side letters relating thereto alterations and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Propertychanges thereto. Each parcel of Leased Real Property Lease is valid and subsisting, enforceable against the parties thereto in material compliance accordance with all Laws applicable to such Leased Real Propertyits terms. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and there are exists no such Actions threatened breach or default, nor state of facts which, with the passage of time, notice, or both, would result in writing, affecting a breach or default on the part of any portion party to the Lease. Each member of the Leased Real Property Company Group has accepted possession of the property demised pursuant to each Lease and neither is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest except as set forth on Schedule 3.17(ii) of the Disclosure Schedule. The particulars of the Leases as set out in Schedule 3.17(ii) of the Disclosure Schedule are true and complete. (iii) Except as set forth in Schedule 3.17(iii) of the Disclosure Schedule, each member of the Company nor Group has obtained property ownership certification for the plants, buildings and improvements located on land with respect to which it holds Land Use Rights (collectively, the "IMPROVEMENTS"). The Improvements and the operation thereof are part of a construction project plan approved by the applicable construction commission for the jurisdiction where the Improvements are located and do not (A) contravene any Company Subsidiary has received written notice Applicable Law relating to zoning or building or (B) violate any restrictive covenant or any provision, in the case of either (i) or (ii), the effect of which could interfere with or prevent the continued use of such Improvements for the purpose for which they are now being used. All of the existence Improvements are in good operating condition and in a state of reasonable maintenance and repair (except for ordinary wear and tear) and are adequate for the conduct of the business of each member of the Company Group as currently conducted. (iv) Each of the Land Use Rights and the Improvements is free and clear of any outstanding Order or of any pending Action, and, to the knowledge and all encumbrances except for those identified in Schedule 3.17(iv) of the Company, there is no such Order or Action threatened in writing, Disclosure Schedule. A true and complete copy of each of the agreements relating to the ownershipencumbrances identified in Schedule 3.17(iv) of the Disclosure Schedule (the "MORTGAGES") has been delivered to each of the Investors or their agents or professional advisors. (v) Except as set forth in Schedule 3.17(v), lease, use, occupancy or operation by none of the Company Group uses any real property in the conduct of its business except insofar as it holds valid Land Use Rights or has secured a Lease with respect thereto. No default or event of default on the part of any Company Subsidiary member of the Leased Real Property.Company Group or event which, with the giving of notice or passage of time or both, would constitute a default or event of default has occurred and is continuing unremedied or unwaived under the terms of any of the Land Use Rights, the Leases or Mortgages. There exists no pending or threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of any Land Use Right,

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 SCHEDULE 5I contains a correct and complete schedule of the Company Disclosure Schedule sets forth (i) an accurate and complete list documents comprising all leases, subleases, licenses, rights of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease way or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to Contracts for the use or occupancy of any Leased Real Property, other than Permitted Liensreal property ("REAL PROPERTY LEASES"). The Company is not a party to any lease, sublease, license or other agreement for the use or occupancy of any real property other than the Real Property Leases. Except as set forth on SCHEDULE 5I, the Company has not assigned, sublet, mortgaged or otherwise encumbered in any respect whatsoever its leasehold estate under the Real Property Leases. Except as set forth on SCHEDULE 5I, the Company does not own or hold, or is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession portion thereof or interest therein. (b) Each of the Leased Real Property. Each parcel of Leased Real Property Leases is in material compliance with all Laws applicable to such Leased Real Property. Neither a valid and binding obligation enforceable against the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as against each other party thereto in accordance with its terms, and there is no default under any of the date hereofReal Property Leases by the Company, there are no such Actions threatened in writingor, affecting any portion to the knowledge of the Leased Real Property and neither the Company nor Company, by any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, other party thereto and, to the knowledge of the Company, there is no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for such Order defaults or Action threatened in writing, relating events which would not have a Material Adverse Effect. No previous or current party to the ownershipReal Property Leases has given written notice of or made a claim against the Company with respect to any breach or default thereunder which remains uncured or otherwise in existence as of the date hereof. To the knowledge of the Company, lease, each of the Real Property Leases covers the entire estate it purports to cover and entitles the Company to the use, occupancy and possession of the real property for the purposes such property is now being used by the Company. Complete and correct copies of the Real Property Leases, together with all amendments, modifications, supplements or operation side letters affecting the obligations of any party thereunder have been delivered to the Purchaser. To the knowledge of the Company, the property which is subject to the Real Property Leases complies with all applicable Laws, except for such failure to comply which would not have a Material Adverse Effect. No notice of violation of any such Law has been received by the Company or any Company Subsidiary and, to the knowledge of the Leased Real PropertyCompany, no such notice has been issued by any Governmental Body with respect to such property.

Real Property. Neither The Disclosure Schedule set forth a complete list of the Company nor any Company Subsidiary owns any real property. Section 3.22 property relating to the business of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leased, subleased owned or otherwise occupied leased by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) and specifies the address for each Leased Company’s ownership or leasehold interest therein. The Company has good, marketable and indefeasible fee simple title to, and the right to quiet enjoyment of, the Real PropertyProperty owned by the Company, (iii) a description free and clear of all Liens, except Permitted Liens, and no leasehold or other interest of the applicable leaseCompany in Real Property is subject or subordinate to any Lien, sublease except Permitted Liens, whether a lien on the leasehold estate or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) fee estate. With respect to the current rent amounts payable Real Property owned by the Company, no Person other than the Company has any use, occupancy or leasehold rights with respect to such Real Property or any Company Subsidiary related to each Leased part thereof, and such Real Property. No Lease Agreement Property is not subject to any Lien granted by the Company leases or subleases, unrecorded easements, options to purchase, rights of first offer or refusal to purchase, or any Company Subsidiaryother agreement or contract to use, including any right to the use lease or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased purchase such Real Property. Each parcel use of Leased the Real Property by the Company is and has been valid, permitted and conforming uses in material compliance accordance with all Laws applicable to such Leased the current zoning classification of the Real Property, and there are no outstanding variances or special use permits affecting the Real Property or its uses. Neither Since December 31, 2006, the Company nor any Company Subsidiary has not received written notice of any Action in eminent domainpending or threatened condemnations, expropriationplanned public improvements, condemnation annexation, special assessments, zoning or subdivision changes, or other similar Actions that are pending, and, to adverse claims affecting the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence default of any outstanding Order covenant, condition, restriction or right of any pending Actionway or easement affecting the Real Property. The Real Property either is freely accessible directly from all public streets on which it abuts, and, or uses adjoining private land to access the knowledge of the Companysame in accordance with valid public easements; to Sellers’ Knowledge, there is no condition which would result in the termination of such Order or Action threatened in writingaccess. Water, relating sewer, drainage facilities, telephone and electrical service connections are readily available to the ownershipReal Property without assessment other than annual maintenance and use charges, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyand all such connections currently in place are operable and adequate for their present usage.

Real Property. Neither (a) The Company does not lease (or sub-lease) any real property as lessee or lessor. (b) Schedule 5.17(b) sets forth a complete list of each parcel of real property owned by the Company nor any Company Subsidiary owns any real property. Section 3.22 of (together with all buildings, structures and improvements located thereon, the Company Disclosure Schedule sets forth "Owned Real Property"), including: (i) an accurate and complete list the street address of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased each parcel of Owned Real Property”), ; and (ii) the address for current use of each Leased parcel of Owned Real Property. The Company and Seller have made available to Buyer true, correct and complete copies of all deeds and other instruments (iii) a description as recorded), title insurance policies, surveys, ESA Phase I & IIs, reports of the applicable lease, sublease or other Contract therefor Governmental Authorities and any and all amendments, modifications, side letters relating thereto and (iv) other such documents affecting the current rent amounts payable by Owned Real Property. The Company does not own any real property other than the Company or any Company Subsidiary related to each Leased Owned Real Property. No Lease Agreement Person other than the Company has any right to use, occupy or lease any of the Owned Real Property. The Owned Real Property is subject to any Lien granted owned by the Company or any Company Subsidiary, including any right to the use or occupancy free and clear of any Leased Real Propertyall Liens, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession there are no leases of the Leased Owned Real Property. Each parcel of Leased Real Property . (c) There is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andno pending or, to the knowledge Knowledge of the Company, as threatened condemnation, expropriation, eminent domain, rezoning or similar proceeding affecting all or any part of the date hereofOwned Real Property, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor has not received any Company Subsidiary has received written notice of thereof. (d) Neither the existence of any outstanding Order or of any pending Action, andCompany nor, to the knowledge Knowledge of the Company, any other Person is in violation of a condition or agreement contained in any easement or restrictive covenant or any similar instrument or agreement affecting any of the Owned Real Property in any material respect. (e) To the Knowledge of the Company, there is no such Order proposed reassessment of any Owned Real Property by any Taxing Authority and there is no threatened or Action threatened pending special assessment or Litigation that could give rise to a material increase in writing, relating to the ownership, lease, use, occupancy real property Taxes or operation by the Company or assessments against any Company Subsidiary of the Leased Owned Real Property. (f) The Company has not received from any Governmental Authority written notice requiring any material work, repairs, construction, alterations or installations on or in connection with the Owned Real Property or asserting or alleging any material violation of any Law (including zoning or Environmental Laws) applicable to the Owned Real Property, or any part thereof, that has not been corrected. Neither the Company nor, to the Knowledge of the Company, any Representative of the Company, has received written notice of a zoning change that would affect the Owned Real Property. (g) None of the buildings or other structures on the Owned Real Property materially encroach on any adjacent properties or easement areas, and there are no material encroachments onto the Owned Real Property or buildings, or other structures located on adjacent parcels. There are no boundary disputes with respect to the Owned Real Property. (h) The Company has paid for all material work, labor and materials furnished to the Company in connection with the Owned Real Property prior to the Closing Date, and there is no mechanic’s or materialmen’s Lien, filed or otherwise claimed, in connection with any such work, labor and materials performed on or furnished in connection with the Owned Real Property prior to the Closing Date. (i) The Owned Real Property constitute all interests in real property currently used, owned, occupied, or currently held for use in connection with the Business as currently conducted. (j) All of the buildings, fixtures, equipment and improvements, and all components thereof located on the land associated with the Owned Real Property (the "Improvements") (i) are in reasonably good operating condition 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 all material respects for their current uses. (k) The Company validly holds all certificates of occupancy and Permits issued by any applicable Governmental Authority necessary for the current use and operation of the Owned Real Property and the Company has fully complied with all material conditions of the Permits applicable to it. No default or violation, or event that with the elapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any Permit.

Real Property. Neither the The Company nor any Company Subsidiary owns any no real property. The Company leases the Facilities identified as being so leased on Section 3.22 4.20 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), ) pursuant to the lease identified on Section 4.20 (iithe “Lease”) the address for each Leased Real Property, (iii) a description . Except as set forth on Section 4.20 of the applicable leaseDisclosure Schedule, sublease there are no pending or, to the Knowledge of Sellers and the Company, Threatened, condemnation or other Contract therefor and any and all amendments, modifications, side letters Proceedings relating thereto and (iv) to the Real Property or other matters adversely affecting the current rent amounts payable by use, occupancy, or value of the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject The Company has received all requisite approvals of Governmental Bodies (including licenses and permits) required in connection with the operation of the Real Property and the Real Property has been operated and maintained in accordance with applicable Laws. To Seller’s knowledge, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Lien granted by third party the Company or any Company Subsidiary, including any right to the of use or occupancy of any Leased portion of the Real Property, other than Permitted Liensexcept the Lease. To Seller’s knowledge, there are no outstanding options or rights of first refusal to purchase the Real Property, or any portion thereof or interest therein. Sellers has delivered or made available to Buyer a true and correct copy of the Lease. The Company Lease contains the complete agreement between Seller and the landlord in connection with the Real Property and has not been otherwise amended, supplemented or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession modified. As of the Leased Real Property. Each parcel of Leased Real Property date hereof, (i) the Lease is in material compliance full force and effect and (ii) there are no defaults or events that with all Laws applicable to such Leased Real Propertythe passage of time or notice would constitute a default by Seller or the landlord under the Lease. Neither All payments, including additional rent for taxes, insurance and other charges, due and payable by Seller under the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that Lease are pending, and, to the knowledge of the Company, current as of the date hereof. Tenant has not assigned, there are no such Actions threatened sublet, transferred, hypothecated or otherwise disposed of its interest in writingthe Lease and/or the Real Property, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertypart thereof.

Real Property. Neither (a) As of the date hereof, the Company nor any Company Subsidiary owns any and its subsidiaries own in fee simple the real property. Section 3.22 property listed in Schedule 3.4(a) of the Company Disclosure Schedule sets forth Schedules (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Owned Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiarythe subsidiary indicated on such schedule has good and marketable title in fee simple, as applicable, enjoys peaceful free and undisturbed possession clear of Encumbrances (other than those set forth on Schedule 3.4(a) of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable Company Disclosure Schedules and Permitted Encumbrances), to such Leased each Owned Real Property. Neither the Company nor any Company Subsidiary of its subsidiaries has received written notice of any Action in eminent domainpending, expropriationand to the Company’s knowledge there is no threatened, condemnation proceeding with respect to any of the Owned Real Property. (b) Schedule 3.4(b) of the Company Disclosure Schedules lists all material leases and subleases, including all amendments, assignments, supplements and, to the Company’s knowledge, modifications thereto, under which the Company or any of its subsidiaries uses or occupies or has the right to use or occupy any real property and all material tenant leases and subleases as to which the Company or any of its subsidiaries is the lessor (the “Real Property Leases”) and specifies the remaining term of each Real Property Lease with respect to which the Company or any of its subsidiaries is the lessee and the amounts of rent payable per year thereunder. Each Real Property Lease is valid, binding and in full force and effect and no termination event (other similar Actions that are pendingthan expirations in the ordinary course), notice of termination or non-renewal or condition or uncured default (or event which with notice or lapse of time, or both, would constitute a default) of a material nature on the part of the Company or the applicable subsidiary or the other party thereunder, exists under any Real Property Lease. The Company or the applicable subsidiary has a good and valid leasehold interest in each parcel of real property as to which it is a tenant under a Real Property Lease, and, to the knowledge Company’s knowledge, such leasehold estate is free and clear of all Encumbrances other than those set forth on Schedule 3.4(b) of the Company, as Company Disclosure Schedules and Permitted Encumbrances or those imposed by the applicable Real Property Leases. As of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any subsidiary of the Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Actionpending, and, and to the Company’s knowledge of the Company, there is no such Order threatened, condemnation proceedings with respect to any property leased pursuant to any of the Real Property Leases. (c) Neither the Company nor any subsidiary of the Company uses or Action threatened occupies any real property in writingthe ordinary course of the business of the Company and its subsidiaries, relating to other than the ownershipOwned Real Property, lease, use, occupancy or operation by properties that are the subject of leases where the Company or any of its subsidiaries is the lessor, properties that are the subject of management or similar agreements under which the Company Subsidiary or any of its subsidiaries manages any portion of the Leased businesses located on such real property, easements and properties that are the subject of a Real PropertyProperty Lease.

Real Property. Neither the The Company nor any Company Subsidiary owns any real property. Section 3.22 or one of the Company Disclosure Schedule sets forth (i) an accurate other Acquired Companies has good and complete list valid title to each parcel of all real property leased, subleased or otherwise occupied owned in fee by the Company or any one of the other Acquired Companies (the “Owned Real Property”), and an equitable interest in each parcel of real property leased by the Company Subsidiary or one of the other Acquired Companies (collectively, the “Leased Real Property” and together with the Real Property, the “Company Real Property”). Section 3.12(a)(i) of the Disclosure Schedule lists each parcel of Owned Real Property and Section 3.12(a)(ii) of the Disclosure Schedule lists each lease, sublease, license or other occupancy agreement or arrangement relating to the Leased Real Property (iieach, a “Real Property Lease”). (a) The Company Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice within the address 12 months prior to the date of this Agreement of a material violation of any ordinances, regulations or building, zoning or other similar laws with respect to the Company Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Real Property and there is no condemnation, special assessment or the like pending or, to the Knowledge of Seller, threatened with respect to any of the Company Real Property. Each Acquired Company has the right to use and occupy the Company Leased Real Property for each the full term of the Real Property Lease relating thereto. (b) The Company has made available to Purchaser true and complete copies of the Real Property Leases, together with all amendments, modifications and supplements thereto. With respect to the Leased Real Property, (iii) a description of the applicable leaseno Acquired Company has assigned, sublease transferred, conveyed, mortgaged, deeded in trust or other Contract therefor and encumbered any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of interest in any Leased Real Property, other than Permitted Liens. The . (c) Except for the Company Real Property, no Acquired Company has any continuing liability in respect of any other property formerly owned or occupied by any Acquired Company either as the original contracting party or by virtue of any direct covenant having been given on a sale or assignment to any Acquired Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession a guarantor of the Leased Real Property. Each parcel obligations of Leased Real Property is any other Person in material compliance with all Laws applicable relation to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyproperty.

Real Property. Neither the The Company nor any Company Subsidiary owns and its Subsidiaries do not own (and have never owned) fee simple title to any real property. Section 3.22 Schedule 3.12 of the Company Disclosure Schedule sets forth (i) an accurate Schedules contains a complete and complete correct list of all real property leased, subleased or otherwise occupied licensed by the Company and its Subsidiaries or any with respect to which the Company Subsidiary and its Subsidiaries have the right to use, occupy or access pursuant to real property agreements, including easements, rights of way, railway agreements or other similar real property agreements (collectively, the “Leased Real Property”), (ii) and the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related agreements pursuant to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of which such Leased Real Property is in material compliance with all Laws applicable leased, subleased or licensed (the “Leases”). Neither the Company nor its Subsidiaries (i) has leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real PropertyProperty or any portion thereof and (ii) is a party to any agreement, right of first offer, right of first refusal or option with respect to the purchase or sale of any real property or interest therein. To the Company’s Knowledge, there are no facts, circumstances or conditions that would permit any Person under such Lease to modify or accelerate rent under such Lease. No rentals are past due and neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Lease. The Closing will not affect the enforceability of the Leases against any Person. Neither the Company nor any Company Subsidiary has received written notice of its Subsidiaries is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion Leased Real Property and none of the Leased Real Property and neither the Company nor is subject to any Company Subsidiary has received written notice of the existence license, sublease or sub-tenancy of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertykind.

Real Property. Neither the (a) None of Subject Company nor or any Company Subsidiary of its Subsidiaries owns any real property or interests in real property, other than the Subject Company Real Property Leases (as defined below). Section 3.22 4.18 of the Subject Company Disclosure Schedule sets forth (i) an accurate and a complete list of all real property leasedand interests in real property leased by Subject Company and its Subsidiaries (individually, subleased a "Subject Company Real Property Lease" and the real properties specified in such leases, being referred to herein individually as a "Subject Company Property" and collectively as the "Subject Company Properties") as lessee, other than customer subleases or otherwise occupied by customer agreements relating to the Centers of Subject Company or any its Subsidiaries, and the following information for each Subject Company Subsidiary Real Property Lease: (collectively, the “Leased Real Property”)i) location, (ii) the address for each Leased Real Propertyterm, (iii) a description square footage of the applicable leasespace demised thereunder, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) rent over the current rent amounts payable term of such Subject Company Real Property Lease. The Subject Company Property constitutes all interests in real property currently used or currently held for use in connection with the business of Subject Company and its Subsidiaries and which are necessary for the continued operation of the business of Subject Company and its Subsidiaries as the business is currently conducted. Each Subject Company Real Property Lease is valid, binding, enforceable and in full force and effect. Subject Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Subject Company Real Property Lease. Assuming that the consents set forth on Schedule 3 to this Agreement have been obtained, no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of Subject Company or any of its Subsidiaries under any such Subject Company Subsidiary related Real Property Lease. To the knowledge of Subject Company, each other party to each Leased Subject Company Real Property Lease has in all material respects performed all obligations required to be performed by it under such Subject Company and no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material default on the part of such other party under any such Subject Company Real Property Lease. Parent acknowledges and agrees that Subject Company and the Shareholder are not making any representations as to the enforceability of any renewal or expansion options contained in any Subject Company Real Property Lease. All of the Subject Company Property, buildings, fixtures and improvements thereon owned or leased by Subject Company and its Subsidiaries are in good operating condition and repair (subject to normal wear and tear); provided, however, that the representation or warranty contained in this sentence is not being made to any part of the Subject Company Property that is not within the exclusive possession and control of the Subject Company and its Subsidiaries (it being agreed and understood that the Centers of Subject Company and its Subsidiaries shall be deemed to be in the exclusive possession and control of Subject Company and its Subsidiaries notwithstanding the occupancy thereof by customers) including, without limitation, any condition of the building or building systems. (b) Subject Company and its Subsidiaries have all material certificates of occupancy and permits and licenses of any Governmental Entity necessary for the current use and operation of each Subject Company Property, and Subject Company and its Subsidiaries have fully complied with all material conditions of such permits and licenses applicable to them. No Lease Agreement is subject to any Lien granted by default or violation, or event which, with the Company lapse of time or any Company Subsidiarygiving of notice or both would become a default or violation, including any right to has occurred in the use or occupancy due observance of any Leased Real Property, other than Permitted Liens. The Company such permit or license. (c) There does not exist any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andactual or, to the knowledge of the Subject Company, as threatened or contemplated condemnation or eminent domain proceedings that affect any Subject Company Property or any part thereof, and none of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Subject Company or any Company Subsidiary of its Subsidiaries has received any notice, oral or written, of the Leased Real intention of any Governmental Entity or other Person to take or use all or any part thereof. (d) None of Subject Company or any of its Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to any Subject Company Property requiring performance of any structural or other repairs or alterations to such Subject Company Property. (e) Except as set forth on Section 4.18 of the Subject Company Disclosure Schedule, none of Subject Company or any of its Subsidiaries owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

Real Property. Neither (a) No member of the Company nor any Company Subsidiary owns Group owns, or has ever owned, any real property. . (b) Section 3.22 3.11(b) of the Company Disclosure Schedule sets forth Letter lists (i) an accurate and complete list the street address of all real property leased, subleased or otherwise occupied that is leased by any member of the Company or Group (any real property leased by any member of the Company Subsidiary (collectively, the Group being “Leased Real Property”), and (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating supplements, and assignments thereto pursuant to which any member of the Company Group leases any Leased Real Property (each such Contract, a “Real Property Lease”). (c) No member of the Company Group has given any mortgagee or other Person any estoppel certificate or similar instrument that would preclude assertion of any claim under any Real Property Lease, affect any right or obligation under any Real Property Lease or otherwise be binding upon any successor to the position of the applicable member of the Company Group under any Real Property Lease. No member of the Company Group has contested, and (iv) no member of the current rent amounts Company Group is currently contesting, any operating cost, real estate Tax or assessment or other charge payable by the tenant under any Real Property Lease. There is no purchase option, right of first refusal, first option or other right held by any member of the Company Group with respect to, or any real estate or building affected by, any Real Property Lease that is not contained within such Real Property Lease. No member of the Company Subsidiary related Group has exercised any option or right to each terminate, renew or extend or otherwise affect any right or obligation of the tenant under any Real Property Lease or to purchase the real property subject to any Real Property Lease. (d) To the Company’s Knowledge, there is no pending or threatened expropriation or other eminent domain Action affecting any Leased Real Property or any sale or other disposition of any Leased Real Property in lieu of expropriation, and no Leased Real Property has suffered any material damage by fire or other casualty that has not been completely repaired and restored. All of the land, buildings, structures and other improvements used by any member of the Company Group in the conduct of the Business are sufficient for the operation of the Business as currently conducted and, to the Company’s Knowledge, in good working condition and none of such buildings, structures, and other improvements is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Except for the Real Property Leases, there is no lease (including sublease) or occupancy agreement in effect with respect to any Leased Real Property. No Lease Agreement There is subject no dispute, oral agreement or forbearance program in effect with respect to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyLease.

Real Property. Neither (a) The Company does not own any real property and is not party to any Contract for the Company nor any Company Subsidiary owns purchase of any real property. Section 3.22 of the Company Disclosure Schedule 4.4(a) sets forth (i) an accurate a true, correct and complete list of each lease, including all real property leasedamendments, subleased or otherwise occupied by extensions, renewals and other agreements with respect thereto (each a “Real Property Lease” and collectively, the “Real Property Leases”), to which the Company or any Company Subsidiary is a party (collectivelytogether with all fixtures and improvements thereon, the “Leased Real Property”). The Company has delivered to the Purchaser true, (ii) correct, and complete copies of the address for each Real Property Leases. The Company is the owner and holder of a valid leasehold interest in the Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor free and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy clear of any Leased Real Property, Liens (other than Permitted Liens), sub-tenancies and other occupancy rights, and has the right to occupy and use, now or in the future, such Leased Real Property in accordance with each respective Real Property Lease. All Real Property Leases are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such Real Property Lease any default (or any claimed default) by the Company, or, to the Company’s Knowledge, any other party thereto, or any event which with notice or lapse of time or both, would constitute a default. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed is currently in possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor has not subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. The Company Subsidiary has not received written any notice that the owner of any Leased Real Property has made any assignment, pledge or hypothecation of the existence respective lease with respect thereto or use fees due thereunder. (b) To the Company’s Knowledge, (i) the improvements on the Leased Real Property are in good operating condition and in a state of any outstanding Order good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used and (ii) the present use of the land, buildings, structures and improvements on the Leased Real Property is in compliance with all applicable Laws. All certificates of occupancy and other Permits or of any pending Action, and, approvals legally required with respect to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary and use of the Leased Real PropertyProperty have been obtained and are currently in effect. There are no condemnation or appropriation or similar Proceedings pending or, to the Company’s Knowledge, threatened against or affecting any Leased Real Property or any portion thereof or the improvements thereon.

Real Property. Neither the Company nor any Company Subsidiary owns of its Subsidiaries owns, and none has never owned, any real property. Section 3.22 Schedule 4.12 contains a brief description of each parcel of Leased Real Property (showing the Company Disclosure Schedule sets forth (irecord owner, legal description, permanent index or tax number and location) an accurate and complete list of all real property leased, subleased or otherwise occupied each option held by the Company or any Company Subsidiary (collectively, the “of its Subsidiaries to acquire any Leased Real Property”), (ii) the address for Property and each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable option held by the Company or any Company Subsidiary related of its Subsidiaries to each Leased Real Property. No Lease Agreement is subject to acquire any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy other parcels of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Propertyreal property. Neither the Company nor any its Subsidiaries uses any real property in the conduct of the Business other than the Leased Real Property. Except as set forth on Schedule 4.12 there are no Contracts relating to any interest in the Leased Real Property or the use and occupancy thereof. The Company or a Subsidiary has a valid leasehold interest in each parcel of Leased Real Property, free and clear of all Encumbrances. Copies of all leases pertaining to the Leased Real Property have been made available to Buyer. With respect to the Leased Real Property, except as set forth in Schedule 4.12: (a) Neither the Company nor any of its Affiliates has received written notice of any Action in eminent domain, expropriation, condemnation proceedings with regard to all or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion part of the Leased Real Property and neither to the Knowledge of the Company, there are no such proceedings contemplated by any Governmental Body; (b) All Licenses which are necessary to permit the lawful access, use and operation of the buildings and improvements thereon for their present and intended use have been obtained, are in full force and effect, and there is no pending threat of modification or cancellation of any such Licenses; (c) The present maintenance, operation, use and occupancy of the Leased Real Property by the Company or any of its Subsidiaries does not materially violate any Requirements of Law, including any zoning, building, health, environmental, pollution, fire or similar law, ordinance or regulation. Neither the Company nor any Company Subsidiary of its Affiliates has received written notice any notices from any Governmental Body in respect of the existence Leased Real Property that have not been corrected; (d) Neither the Company nor any of its Affiliates has received any notice or has any Knowledge of any outstanding Order increase in any of the factors comprising the real estate Tax bills for the Leased Real Property, including without limitation, the assessed valuation and the Tax rate. To the Knowledge of the Company, there are no assessments, general or special, which have been, or are in the process of being levied against the Leased Real Property, and the Company has no Knowledge of any pending Action, contemplated assessments; and, to (e) To the knowledge Knowledge of the Company, there is no such Order not (i) any intended public improvement which may involve any charge being levied or Action threatened assessed or which may result in writingthe creation of any Encumbrance upon the Leased Real Property; (ii) any intended or proposed federal, relating to state, or local statute, ordinance, order, requirement, law, or regulation (including, but not limited to, zoning changes) which may adversely affect the ownership, lease, use, occupancy current or operation by the Company or any Company Subsidiary planned use of the Leased Real Property; or (iii) any Legal Proceeding threatened or pending against or affecting the Leased Real Property, nor is there any basis for any such matters.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule sets forth (i3.07(a) an accurate and complete list of describes all real property leasedowned in fee by any of the Group Companies (the “Owned Real Property”) as of the date hereof. The Group Companies have made available to Parent copies of all title insurance policies insuring each Owned Real Property as of the date hereof and copies of the most recent surveys of the same, subleased or otherwise occupied by in each case, in any Group Company’s possession. A Group Company has good and marketable fee simple title to the Company or Owned Real Property and such title is free and clear of Liens except for Permitted Liens. (b) Schedule 3.07(b) describes all real property in which any Company Subsidiary of the Group Companies owns a leasehold interest as of the date hereof (collectively, the “Leased Real Property”), (ii) ” and together with the address for each Leased Owned Real Property, (iiithe “Company Real Property”) and a description complete list of the Real Property Leases applicable leasethereto. A true and complete copy of each of the Real Property Leases, sublease as in effect as of the date hereof, has been delivered to Parent and none of the Real Property Leases has been modified in any respect, except to the extent that such modifications are disclosed by the copies delivered to Parent. The title in and to the leasehold interests in the Leased Real Property of each of the Group Companies is free and clear of Liens, except for Permitted Liens. Each of the Real Property Leases is in full force and effect and the Group Companies hold valid and existing leasehold interests thereunder for the term thereof. No Group Company has previously assigned its interest or granted any other security interest in any of the Real Property Leases. No event or circumstance has occurred or exists which, if not remedied, would, either with or without notice or the passage of time or both, constitute a material breach or default by a Group Company, or permit the termination, modification or acceleration of rent under, any Real Property Lease. (c) The Company Real Property constitutes all of the material real property used as of the date hereof in the conduct of the business as conducted by the Group Companies as of the date hereof. There are no leases, subleases, assignments, occupancy agreements or other Contract therefor and agreements granting to any and all amendments, modifications, side letters relating thereto and Person (ivother than the Group Companies) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the of use or occupancy of any Leased Company Real Property. (d) With respect to each parcel of Company Real Property: (i) except as would not be material to the Group Companies, none of the buildings, structures, improvements or appurtenances thereon are located outside of the boundary lines of such land, contravenes any setback requirement, zoning ordinance or other than Permitted Liens. The Company administrative regulation (whether or not permitted because of prior non-conforming use), encroaches on any easement which may burden the land or violates any restrictive covenant or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice provision of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, Legal Requirement; (ii) as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andor, to the knowledge Knowledge of the Company, there is no threatened condemnation proceedings, lawsuits or administrative actions relating thereto, or other matters materially and adversely affecting the use as of the date hereof, occupancy, or value thereof; and (iii) such Order or Action threatened in writingparcel has access, relating to sufficient for the ownership, lease, use, occupancy or operation conduct of the business as conducted by the Company or any Company Subsidiary Group Companies as of the Leased Real Propertydate hereof, to public roads and to all utilities used in the operation of the business at that location as of the date hereof.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns has never owned any real property. Section 3.22 of the Company Disclosure . (b) Schedule 3.10(b) sets forth (i) an accurate and complete list of all each material interest in real property leased(including all land, subleased or otherwise occupied buildings, easements, rights of way and other real property rights) leased by the Company, the lessor of such leased property, the annual rent payable by the Company in respect of such leased property, and each lease or any Company Subsidiary other arrangement under which such property is leased (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed quiet possession of its leased premises. The Company has not been informed in writing that any lessor under any of the Leased leases set forth on Schedule 3.10(b) (the “Real Estate Leases”) has taken action in respect of any Real Estate Lease or threatened to terminate any Real Estate Lease before the expiration date specified in such lease. The Company is entitled to the benefit of non-disturbance agreements that will permit it to continue to occupy any Real Property under its existing leases in the event of a change in ownership or foreclosure upon the fee interest in such Real Property. (c) The Real Property includes all real property necessary for the conduct of the Business and is adequate to conduct the operations of the Company as currently conducted. Each parcel The Company does not need to own or lease any other real property to conduct the Business. The Company’s use of Leased the Real Property complies in all material respects with all applicable Legal Requirements. (d) None of the buildings, plant or structures on any Real Property is in material compliance with all Laws applicable need of maintenance or repairs except for ordinary, routine maintenance and repairs that are, individually and in the aggregate, immaterial. All utility systems serving the Real Property are adequate for the Business as currently conducted. Each Real Property has adequate access for ingress from and egress to such Leased Real Propertya public way. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andThere is no pending or, to the knowledge of the Company, as of the date hereofthreatened condemnation, there are no such Actions threatened in writing, affecting eminent domain or similar proceeding with respect to any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property, and no real property is used by the Company, other than the Leased Real Property. Section 3.22 of the Company Disclosure Schedule sets forth (iSECTION 4.12(a) an accurate OF THE DISCLOSURE SCHEDULE contains a true, correct and complete list of all real property leasedleases and subleases (including, subleased without limitation, all modifications, extensions or amendments thereto) under which the Company is tenant or subtenant (as so modified, extended or amended, the "REAL PROPERTY LEASES"), including the premises demised thereunder (the "LEASED REAL PROPERTY"), the commencement date and expiration date of such Real Property Lease. The Real Property Leases are subject to no Liens (including, without limitation, leases, occupancy agreements, possessory rights, options and rights of first refusal) except for Permitted Liens. (b) True and correct copies of the Real Property Leases have been made available to the Buyer by the Seller. Subject to the terms of the respective Real Property Leases and the Permitted Liens the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to each parcel of Leased Real Property for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect and are enforceable in accordance with their respective terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors' rights generally. Since September 30, 2000, the Company has not assigned, pledged, mortgaged, hypothecated or otherwise occupied by the Company or transferred any Company Subsidiary (collectivelyReal Property Lease. Except as set forth on SECTION 4.12(b) OF THE DISCLOSURE SCHEDULE, the “no portion of any Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement Property is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Lienssublease. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed is in possession of the Leased Real Property. Each parcel of Leased Real Property is in There are no material compliance with all Laws applicable to such Leased Real Property. Neither defaults by the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andSeller or, to the knowledge Knowledge of the CompanySeller, as any other party under any Real Property Lease, and no event has occurred or failed to occur which, with the giving of notice or with the passage of time, would constitute a default under any Real Property Lease. There are no disputes under any Real Property Lease. No penalties are accrued and unpaid under any Real Property Lease. No landlord or tenant under any Real Property Lease has exercised any option or right to (i) cancel or terminate such Real Property Lease or shorten the term thereof, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Property Lease or (iv) purchase any property. The Company does not owe or will not owe any brokerage commissions or finders fees with respect to any Real Property Lease or any renewal or extension thereof or the exercise of any right or option thereunder. (c) The Company is not in default under, and has not breached any of the date hereofterms of, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property Permitted Liens, except for such defaults or breaches which would not have a Material Adverse Effect. (d) All facilities leased or subleased have been operated and neither maintained in all material respects in accordance with applicable Laws, except where the failure to be so operated or maintained would not have a Material Adverse Effect. (e) Prior to the Closing, the Company nor any Company Subsidiary has received written notice of transferred, conveyed and assigned the existence of any outstanding Order or of any pending Action, and, Butler Property to the knowledge of the Company, there is no such Order Seller (or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company a Subsidiary of the Leased Real PropertySeller), and a▇ ▇▇ ▇he date of this Agreement, the Seller (or such Subsidiary) is the owner of such property. (f) SECTION 4.12(f) OF THE DISCLOSURE SCHEDULE contains a true, correct and complete list of all Liens securing interests, pledges, deeds of trust, mortgages encumbering the Butler Property (the "MORTGAGES"). Prior to any transfer of the Butl▇▇ ▇▇▇perty, the Seller shall obtain all consents required in co▇▇▇▇▇▇on with such transfers (including, without limitation, the consent of any lender under the Mortgages).

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real Other than the property leased, subleased or otherwise occupied by leased to the Company or any Company Subsidiary pursuant to the Facility Lease (collectively, the “Leased Real Property”), the Company does not own or lease any real property, and there is no other real property used in connection with the ownership and operation of the Facility. (ii) The Company is not in default under the address for each Facility Lease. There does not exist under the Facility Lease an event, condition or circumstance that with notice or lapse of time would constitute a default or breach by the Company. Except under the O&M Agreement, the Company has not subleased, assigned or otherwise granted to any Person the right to possess, use or occupy the Leased Real Property, (iii) a description Property or any portion thereof. There are no unsatisfied capital expenditure requirements or remodeling obligations of the applicable leaseCompany at the Leased Real Property other than ordinary maintenance and repair obligations. All buildings, sublease fixtures, tangible personal property and leasehold improvements owned or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable leased by the Company or any Company Subsidiary related to each otherwise used in connection with the operation of the Facility are located on the Leased Real Property. No Lease Agreement is subject . (iii) There are no material defects in, mechanical failure of, or damage to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel All of Leased Real Property is in material compliance with all Laws applicable to such the systems located at or on the Leased Real Property, including the mechanical, electrical and HVAC systems, are in good working condition. Neither Seller nor the Company nor any Company Subsidiary has received written notice of any Action in eminent domainany, expropriation, condemnation or other similar Actions that are pending, and, and to the knowledge Knowledge of Seller there is no, actual or threatened curtailment, cancellation or suspension of any utility service, except in accordance with the Companyterms of such service (e.g. force majeure). Since the Applicable Lookback Date, as the Company has not experienced any disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service. (iv) Since the date hereofApplicable Lookback Date, there are no such Actions threatened in writing, affecting the Company has not received any portion written notice from any Governmental Authority regarding (A) any violation of Laws applicable to the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of (B) any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy litigation or operation by the Company or any Company Subsidiary of condemnation proceeding affecting the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of 7.1 The Real Property Owned comprises all real property leased, subleased or otherwise occupied owned by the Company or any Company Subsidiary Group Companies, other than real property owned for investment purposes (collectively, the “Leased Real Property”including investments on behalf of policy holders), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable . No real property is held by the Company or any Company Subsidiary related Group Companies pursuant to each Leased a long lease (erfpacht). 7.2 No Real Property. No Lease Agreement Property Owned is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real PropertyEncumbrances, other than Permitted Liensas disclosed in the Data Room. 7.3 The Real Property Owned has not been sold nor has any Group Company agreed to sell any Real Property Owned or grant a (sub) long lease in respect of any 626 Aegon Annual Report on Form 20-F 2022 Exhibit 4.4 Real Property Owned. No lease agreements, purchase options, rights of first refusal or other preferential purchase rights exist in relation to Real Property Owned. 7.4 No governmental subsidy has been requested or granted with respect to any Real Property Owned which is subject to any condition in connection with the use and general classification that has not yet been fulfilled. During the 5 (five) year period preceding the date of this Agreement there have been no applications for a governmental subsidy which have been rejected by the competent Authority. 7.5 The terms and conditions on which the Real Property Rented has been rented are included in the Data Room and there are no other agreements, whether verbal or in writing, pertaining to the Real Property Rented exist with the lessors thereof and no other obligations have been assumed by any Group Company relating to the Real Property Rented. 7.6 Each Group Company has complied with all obligations arising from the lease agreements to which it is a party which have become due. There are no rent disputes pending or threatened relating to the Real Property Rented. 7.7 No Real Property Rented has been leased by any Group Company Subsidiaryto any person other than the Group Companies and no other right of (sub-)lease, as applicable, enjoys peaceful and undisturbed possession use or enjoyment in respect of any of the Leased Real Property. Each parcel of Leased Property Rented has been granted or promised by any Group Company to any person other than the Group Companies. 7.8 The Real Property is in material compliance with all Laws applicable not subject to any easements (erfdienstbaarheden), personal obligations attached to such Leased Real Property. Neither property (kwalitatieve verplichtingen), “perpetual clauses” (kettingbedingen) or similar rights or obligations applicable under the Company nor any Company Subsidiary has received written notice relevant jurisdiction, other than as disclosed in the Data Room. 7.9 Any approval required to be obtained by the lessors of any Action in eminent domainof the Real Property Rented from any relevant mortgagees or owners has been expressly given and has neither been withdrawn nor will such approval be withdrawn as a result of the Transaction. 7.10 No Group Company has made any material changes to the Real Property Rented which, expropriationby the end of the relevant lease agreement, condemnation must be undone. Aegon Annual Report on Form 20-F 2022 | 627 About Aegon Governance and risk management Financial information Non-financial information 7.11 The present use of any of the Real Property is not restricted or impaired by any supranational, national, provincial, municipal or other similar Actions that are pendinglaws, andregulations or other rule of general application or administrative, to the knowledge of the Companycriminal or civil decisions, as of the date hereoforders, there are no such Actions threatened in writingor measures, affecting emanating from any portion of the Leased Authority. 7.12 The Real Property is fit for its present use and neither the Company nor any Company Subsidiary has received written notice in good state of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertymaintenance and repair.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 3.12(a) of the Company Disclosure Schedule sets forth (i) an a true, complete and accurate and complete list of the address or location and the use within the Business of each parcel of Owned Real Property, other than easements, rights-of-way and similar interests in real property. Except as described on Section 3.12(a) of the Company Disclosure Schedule, no other Person has any ownership right in any Owned Real Property, or the right to purchase any portion of Owned Real Property. Section 3.12(a) of the Company Disclosure Schedule sets forth all real property leasedleases, subleased or otherwise occupied subleases and licenses that are in effect as of the date hereof by which the Company or any Company Subsidiary leases any portion of the Owned Real Property to any Person (collectively, the “Leased Real PropertyDemising Leases”). There are no leases, (ii) license agreements, occupancy agreements, tenancies or right to occupy for any space in the address for each Leased Owned Real Property, (iii) a description Property which are in effect as of the applicable leasedate hereof, sublease or other Contract therefor than the Demising Leases, and any and all amendments, modifications, side letters there are no Contracts relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased portion of the Owned Real Property, other than Permitted Liens. The Company Property or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession oral leases which will be binding upon any portion of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Owned Real Property. Neither the Company nor any Company Subsidiary of the Subsidiaries has received written notice exercised any option or right to terminate, renew or extend the term of any Action Demising Lease, except as expressly provided in eminent domainsuch Demising Lease in accordance with its terms. The Company has delivered to Buyer true and complete copies of all Demising Leases. (b) Section 3.12(b) of the Company Disclosure Schedule sets forth a true, expropriationcomplete and accurate list of the Leases, condemnation including the use of the subject Leased Real Property within the Business. Neither the Company nor any of the Subsidiaries has exercised any option or right to terminate, renew or extend the term of any Lease, except to the extent provided in such Lease. True and complete copies of all Leases have been made available to Acquiror. (c) Each of the Company and each Subsidiary (i) that owns a fee interest in a parcel of Owned Real Property has good and marketable title thereto, and (ii) that leases Leased Real Property pursuant to a Lease has a valid leasehold interest therein (subject to expiration of such Lease in accordance with its terms), except to the extent that the failure to have any such valid leasehold interest would not reasonably be expected to have a Material Adverse Effect, and in the case of each of clauses (i) or (ii) free and clear of all Encumbrances other similar Actions that than Permitted Encumbrances. (d) To the Company’s Knowledge, the ownership, occupancy, use and operation of the Owned Real Property and the Leased Real Property does not violate in any material respect any instrument of record or agreement affecting such property. (e) The Owned Real Property and Leased Real Property constitute all of the real property owned, leased or occupied in connection with the Business. Except as disclosed in Section 3.12(e) of the Company Disclosure Schedule, there is no Person in possession or Person having any right to occupy any of the Owned Real Property and Leased Real Property other than the Company and the Subsidiaries. There are pendingno outstanding agreements, andoptions, rights of first offer or rights of first refusal to purchase any Owned Real Property or, to the knowledge Company’s Knowledge, any interest of a tenant under the applicable Lease with respect to any Leased Real Properties. (f) There are no pending or, to the Company’s Knowledge, as (i) threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the Company’s Knowledge, the Leased Real Property or (ii) proceedings to change the zoning classification, variance, special use, or other applicable land use law of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Owned Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andor, to the knowledge of the Company’s Knowledge, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property, except to the extent such proceedings would not reasonably be expected to have a Material Adverse Effect. (g) As of the date of this Agreement, none of the Owned Real Property or the Leased Real Property has suffered any material damage by fire or other casualty that has not been or will not prior to the Closing have been repaired and restored in all material respects, except for damage that would not, individually or in the aggregate, materially impair the use of such property in the conduct of the Business.

Real Property. Neither the (a) The Company nor any Company Subsidiary Group owns any no real property. Section 3.22 . (b) Schedule 3.14(b) of the Company Disclosure Schedule Letter sets forth (i) an accurate a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary Leased Real Property (collectively, the “Material Leased Real Property”), (ii) the address for each . The Company Group has good and valid leasehold title to all Material Leased Real Property, (iii) a description in each case, free and clear of all Encumbrances except Permitted Encumbrances. As of the applicable leaseReference Date, sublease or other Contract therefor and the Seller has not received any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or written notice providing that any Company Subsidiary related to each parcel of Material Leased Real Property. No Lease Agreement Property is subject to any Lien granted governmental decree or order to be sold or is being condemned, expropriated, rezoned or otherwise taken by the Company any public authority with or any Company Subsidiarywithout payment of compensation therefore, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andnor, to the knowledge of the CompanySeller, as has any such condemnation, expropriation or taking been proposed in writing or is threatened. All leases of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Material Leased Real Property and neither the Company nor all amendments and modifications thereto are in full force and effect, there exists no default under any such lease by any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andGroup Member or, to the knowledge of the CompanySeller, there is no such Order any other party thereto, nor any event which, with notice or Action threatened in writinglapse of time or both, relating would constitute a default thereunder by any Company Group Member or, to the ownershipknowledge of the Seller any other party thereto. All leases of Material Leased Real Property shall remain valid and binding in accordance with their terms following the Closing (assuming performance by the other party(ies) to such leases and subject to applicable bankruptcy, leaseinsolvency, usereorganization, occupancy moratorium or operation other Laws affecting the enforcement of creditors’ rights generally and general principles of equity). (c) There are no contractual or legal restrictions that impair the ability to use any Material Leased Real Property by the Company Group for the current use of such real property. (d) Bourjois BV has a valid right to occupy and use all real property leased by Bourjois BV which are necessary for its operations and Bourjois BV has reserved in its Statutory Accounts sufficient amounts to cover any rents or any Company Subsidiary other payment obligations that may be required by the landlord in respect of the Leased Real Propertysuch real property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 3.11(a) of the Company Disclosure Schedule sets forth lists (i) an accurate and complete list of all real property leased, subleased owned by any Acquired Company (each being “Owned Real Property”); and (ii) all real property leased or otherwise occupied by any Acquired Company pursuant to a real property lease that requires any Acquired Company to make payments of base rent in an amount greater than two hundred fifty thousand dollars ($250,000) during the Company Company’s fiscal year ending December 31, 2019 (each such agreement for lease or occupancy, being a “Real Property Lease” and any Company Subsidiary (collectively, the real property leased or occupied under a Real Property Lease being “Leased Real Property”), (ii) . The Owned Real Property and the address for each Leased Real Property are, collectively, the “Real Property, .” (iiib) Except as would not reasonably be expected to be material to the Acquired Companies taken as a description whole: (i) All of the applicable leaseland, sublease buildings, structures and other improvements used by any Acquired Company in the conduct of its Business are included in the Real Property (except for that real property which is the subject of leases or other Contract therefor and occupancy agreements which are not Real Property Leases). Except for the Real Property Leases, there is no lease (including sublease) or occupancy agreement in effect with respect to any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company Owned Real Property or any Company Subsidiary related to each Leased Real Property. No Lease Agreement There is no pending or, to the Company’s Knowledge, Threatened Proceeding regarding condemnation or other eminent domain Proceeding affecting any Real Property or any sale or other disposition of any Real Property in lieu of condemnation. There are no options or rights in favor of any party to purchase or acquire any ownership interest in any Owned Real Property including pursuant to any executory contracts of sale, rights of first refusal or options. (ii) The relevant Acquired Company has a valid leasehold interest under each Real Property Lease, subject to any Lien granted by Enforcement Limitation. No Real Property Lease imposes any restriction that prevents or materially impairs the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession operation of the Business conducted at that Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither To the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge Knowledge of the Company, as no Acquired Company is in material breach or default under any Real Property Lease. (iii) The relevant Acquired Company has valid fee title to all Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances. (iv) The Company has made available to Buyer a true, correct and complete copy of, all ALTA land title surveys and all title insurance commitments and policies covering any Owned Real Property that are in the possession or control of any Acquired Company. (v) To the Company’s Knowledge, (i) the current use of the date hereofReal Property does not violate, there are no such Actions threatened in writingany material respect, any recorded restrictive covenants affecting any portion the Real Property, and (ii) each Acquired Company has all material licenses required by the applicable local municipality for the occupancy and operation of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation as presently being used by the Company or any Company Subsidiary of the Leased Real Propertyapplicable Acquired Company.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. . (b) Section 3.22 3.15(b) of the Company Disclosure Schedule Schedules sets forth (i) an a true, accurate and complete list of all each lease or similar agreement (each, a “Real Property Lease”) under which the Company is lessee of, or holds or operates, any real property leased, subleased or otherwise occupied owned by the Company or any Company Subsidiary third Person (collectively, the “Leased Real Property”). The Company has made available to the Buyers true and complete copies of all Real Property Leases, (ii) including any amendments thereto, and there has not been any sublease or assignment of such Real Property Lease entered into by the address for each Company. Each Real Property Lease is valid, binding and in full force and effect, and neither the Company, nor, to the Company’s Knowledge, is any other party thereto in breach or default thereunder and no event has occurred which, with notice or the lapse of time, or both, would constitute a breach or default or permit termination, modification or acceleration thereunder. The Company has a valid leasehold interest in all Leased Real Property, (iii) a description as applicable, free and clear of all Encumbrances other than Permitted Encumbrances. The Company is not aware of any impediment to its right to quiet enjoyment of each of the Leased Real Properties for the full term of the applicable leaseReal Property Lease (and any renewal option(s) contained therein). Except for Permitted Encumbrances, sublease there are no agreements or other Contract therefor and documents governing or affecting the occupancy or tenancy of any and all amendments, modifications, side letters relating thereto and (iv) of the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real PropertyProperty by any Person other than the Company. No Lease Agreement The Company has not received any notice (or been served with legal process to the effect) that the whole nor any part of any Leased Real Property is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, pending suit for condemnation or other similar Actions that are pendingtaking by any Governmental Authority, and, to the knowledge Company’s Knowledge, no such condemnation or other taking is threatened. The current use, occupancy and operation of the premises leased pursuant to the Real Property Leases by the Company is (i) in compliance with all Laws affecting such leased premises (including, without limitation, zoning, use, occupancy, building, ordinance and other applicable Laws), and (ii) in compliance with and permitted by the Real Property Leases. (c) The Leased Real Property constitutes all of the real property that is used in the business of the Company or occupied by the Company in connection with the conduct of the business of the Company, as . All of the date hereof, there are no such Actions threatened in writing, affecting buildings and material structures and improvements located on any portion of the Leased Real Property are in adequate condition, subject to normal wear and neither the Company nor any Company Subsidiary has received written notice of the existence tear, and are free of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertysignificant defects.

Real Property. Neither (a) No real property is owned in fee by the Company nor any Company Subsidiary owns any real propertyCompany. Section 3.22 of the Company Disclosure Schedule 4.11(a) sets forth (i) an accurate and a complete list of all real property leased, subleased or otherwise occupied and interests in real property currently leased by the Company (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or any lessor. The Company Subsidiary (collectivelyProperty constitutes all interests in real property currently used or currently held for use in connection with the business of the Company. Except as set forth on Schedule 4.11(a), the “Leased Company has a valid and enforceable leasehold interest under each of the Real Property”Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), (ii) and the address for each Leased Real PropertyCompany has not received any written notice of any default or event that with notice or lapse of time, (iii) or both, would constitute a description default by the Company under any of the applicable leaseReal Property Leases and, sublease to the Knowledge of the Seller Parties, no other party is in default thereof, and no party of the Real Property Leases has exercised any termination or other Contract therefor acceleration rights with respect thereto. The Company has delivered or otherwise made available to the Purchaser true, correct and any and complete copies of the Real Property Leases, together with all amendments, modificationsmodifications or supplements, side letters relating thereto if any, thereto. (b) The Company has all material certificates of occupancy and (iv) Permits of any Governmental Body necessary for the current rent amounts payable by use and operation of each Company Property, and the Company or any Company Subsidiary related has fully complied with all material conditions of the Permits applicable to each Leased Real Propertyit. No Lease Agreement is subject to any Lien granted by default or violation, or event that with the Company lapse of time or any Company Subsidiarygiving of notice or both would become a default or violation, including any right to has occurred in the use or occupancy due observance of any Leased Real Property, other than Permitted Liens. Permit. (c) The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has not received written notice of any Action in eminent domain, expropriation, actual or threatened or contemplated condemnation or other similar Actions eminent domain proceedings that are pendingaffect any Company Property or any part thereof, and, to the knowledge and none of the CompanySeller Parties has received any notice, as oral or written, of the date hereofintention of any Governmental Body or other Person to take or use all or any part thereof. (d) None of the Seller Parties has received any written notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (e) The Company does not own or hold, there are no such Actions threatened in writingand is not obligated under or a party to, affecting any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order thereof or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyinterest therein.

Real Property. Neither the (a) No Company nor any Company Subsidiary Entity owns any parcel of real property. No Company Entity is a party to any Contract to purchase any real property or interest therein. (b) Section 3.22 4.14(b) of the Company Disclosure Schedule sets forth (i) an accurate a true and complete list of all each Lease relating to Leased Real Property or interests in real property leasedleased by any Company Entity (including all amendments thereto). True and correct copies of each Lease have been made available to Purchaser. Each such Lease is legal, subleased valid, binding and in full force and effect against the Company Entity party thereto, and to the Knowledge of the Company against any third party thereto, no Company Entity is in material default of any obligation under any such Lease and no event has occurred which with the passage of time or otherwise occupied giving of notice, or both would constitute a material default of any obligation under any such Lease. No other party to any such Lease is in default of any material obligation thereunder. No Company Entity has provided or received any notice of intention to terminate any Lease other than such notices provided by a Company Entities as required by the Corporate Reorganization. (c) The Company or any Company Subsidiary (collectivelyEntity party to each Lease is the sole holder of the leasehold interest in the Leased Real Property demised under such Lease, the “and currently possesses and has quiet enjoyment of such Leased Real Property”). Other than as contemplated by the Corporate Reorganization, (ii) no Company Entity has subleased, licensed or otherwise granted any third party the address for each right to use or occupy such Leased Real Property or any portion thereof. No Company Entity has granted any Liens on any Leased Real Property or any interest therein other than Permitted Liens or Liens that will not survive the Closing. To the Knowledge of the Company, there is no condemnation, expropriation or other proceeding in eminent domain pending or threatened with respect to the Leased Real Property. There are no pending special assessments for public improvements or otherwise affecting the Leased Real Property of which the Company Entities have received written notice, (iii) a description or, to the Knowledge of the applicable leaseCompany, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) contemplated improvements affecting the current rent amounts payable by Leased Real Property that may result in special assessments affecting the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject security deposits or portion thereof deposited with respect to any Lien granted by the Company Lease have been applied in respect of a breach or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liensdefault under such Lease which has not been redeposited in full. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession operation of the Leased Real Property. Each parcel of each Leased Real Property in the manner in which it is now operated complies in all material compliance respects with all Laws including zoning, building, subdivision, fire, health and safety or other similar statutes, ordinances or regulations of any Governmental Entity, any reciprocal easement agreements or covenants, conditions and restrictions applicable to such Leased Real Property, and all insurance requirements affecting such Leased Real Property. (d) All buildings, structures, fixtures and building systems, and all components thereof that constitute the Leased Real Property (including the roof, foundation and structural elements), are in good condition and repair in all material respects, and are supplied with utilities necessary for the operation of the Business as currently conducted at such facilities. Neither All of the Company nor any Company Subsidiary Leased Real Property has received written notice permanent rights of any Action in eminent domainaccess to dedicated public roads, expropriation, condemnation or other similar Actions that are pending, andand there is no pending or, to the knowledge of the Company, as threatened restriction or denial, governmental or otherwise, of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order ingress or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyegress.

Real Property. Neither the (i) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 of the Company Disclosure Schedule 4.1(j) sets forth (i) an accurate and complete a list of all real property currently leased, subleased or otherwise occupied licensed by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rental payable thereunder. (ii) The Company has made available to Parent true and complete copies of all leases, lease guaranties, subleases, agreements for the address for leasing, use or occupancy of, or otherwise granting a right in or relating to each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and including all amendments, modificationsterminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are valid and effective in accordance with their respective terms, side letters relating thereto and (iv) and, with respect to the current rent amounts payable by Company, there is not, under any of such Lease Agreements, any existing material default on the part of the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andor, to the knowledge of the Company, as any event which with notice or lapse of time, or both, would constitute a material default. To the knowledge of the date hereofCompany, there are no other party to any Lease Agreement is in default under any such Actions threatened in writing, affecting Lease Agreement. The Company has not received any portion notice of the a default with respect to any such Lease Agreement that has not been remedied. The Company currently occupies each Leased Real Property for the operation of its business. The Company does not owe any brokerage commission or finders fee with respect to any such Leased Real Property. (iii) The Leased Real Property is in good operating condition and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Actionrepair, and, and to the knowledge of the Company, there free from structural, physical and mechanical defects, ordinary wear and tear excepted, is no such Order or Action threatened maintained in writinga manner consistent with standards generally followed with respect to similar properties, relating to and is otherwise suitable for the ownershipconduct of the Company’s business as presently conducted. To the knowledge of the Company, lease, use, occupancy or the operation by of the Company or any Company Subsidiary of on the Leased Real PropertyProperty does not violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon.

Real Property. (a) The Company does not own, and has never owned, any real property or any interest therein. (b) Section 2.15(b) of the Disclosure Schedule sets forth a list of each lease, sublease and license pursuant to which the Company leases, subleases or licenses any Leased Real Property (each, a “Lease”), correct and complete copies of which have been furnished or otherwise made available to the Buyer. The Company has not received written notice of any claimed abatements, offsets, defenses or other basis for relief or adjustment with respect to any Lease. Neither the Company nor any Company Subsidiary owns other party or parties to any real property. Section 3.22 of the Company Disclosure Schedule sets Leases have exercised or waived any expansion, renewal, rights of first offer, rights of first refusal or termination rights set forth in any of the Leases. (ic) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for With respect to each Leased Real Property, (iii) the Company has a description good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, the Leased Real Property, free and clear of the applicable lease, sublease or other Contract therefor and any and all amendmentsLiens, modificationscovenants or title defects that have had or could reasonably be expected to have a material adverse effect on the Company’s use, side letters relating thereto and (iv) occupancy or operation of the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject There are no subleases, licenses or other Contracts granting to any Lien granted by Person other than the Company the right to use or occupy any Leased Real Property or any portion thereof nor is any Person other than the Company Subsidiary, including any right to the use or in occupancy of any Leased Real Property, other than Permitted Liens. . (d) The Company has not received any written notice of any violation of a building code or zoning or similar Law applicable to any Leased Real Property or of any defect in all or any Company Subsidiaryportion of any Leased Real Property. (e) Each Leased Real Property abuts on or has direct vehicular access to a public road, as applicableor, enjoys peaceful and undisturbed possession to Knowledge of the Company, has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Leased Real Property, and access to such Leased Real Property is provided by a public right-of-way. (f) To the Knowledge of the Company, no portion of any Leased Real Property lies in any flood plain area or includes any wetlands, vegetation or species protected by any Law. (g) All maintenance and repairs have been made to each Leased Real Property in the normal course, and there is no deferred maintenance related to any Leased Real Property. Each parcel All material portions of each Leased Real Property, including utilities, air conditioning, heating, plumbing, sprinkler system and electric wiring, are in good working order and repair, normal wear and tear excepted. The Company, as a tenant under any Lease, has not given written notice to any lessor under any of the Leases requesting that any such lessor make certain repairs to all or any portion of any Leased Real Property that remains uncured by such lessor. (h) The Company is in material compliance with all Laws applicable not a party to such Leased Real Property. Neither any agreement or subject to any claim that may require the Company nor any Company Subsidiary has received written notice payment of any Action in eminent domainreal estate brokerage commissions, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are and no such Actions threatened in writing, affecting commission is owed with respect to any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 of the Company Disclosure Schedule 2.10 sets forth (i) an accurate and complete a list of all real property currently leased, subleased or otherwise occupied licensed by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto and, with respect to any current lease, license, sublease or other occupancy right the aggregate annual rental payable thereunder. (iib) The Company has made available to the address Buyer true and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and including all amendments, modificationsterminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are valid and effective in accordance with their respective terms, side letters relating thereto and (iv) and, with respect to the current rent amounts payable by Company, there is not, under any of such Lease Agreements, any existing material default on the part of the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andor, to the knowledge of the Company, as any event which with notice or lapse of time, or both, would constitute a material default. To the knowledge of the date hereofCompany, there are no other party to any Lease Agreement is in default under any such Actions threatened in writing, affecting Lease Agreement. The Company has not received any portion notice of the a default with respect to any such Lease Agreement that has not been remedied. The Company currently occupies each Leased Real Property for the operation of its business. The Company does not owe any brokerage commission or finders fee with respect to any such Leased Real Property. (c) The Leased Real Property is in good operating condition and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Actionrepair, and, and to the knowledge of the Company, there free from structural, physical and mechanical defects, ordinary wear and tear excepted, is no such Order or Action threatened maintained in writinga manner consistent with standards generally followed with respect to similar properties, relating to and is otherwise suitable for the ownershipconduct of the Company’s business as presently conducted. To the knowledge of the Company, lease, use, occupancy or the operation by of the Company or any Company Subsidiary of on the Leased Real PropertyProperty does not violate in any material respect any applicable building code, zoning requirement or statute relating to such property or operations thereon.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.21(a) of the Target Company Disclosure Schedule Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property, including the address thereof, and all Real Property Leases pertaining to such Leased Real Property (including the respective dates and names of the ​ ​ ​ parties to such Real Property Leases). Such Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Target Company Group. With respect to each Leased Real Property: (i) an accurate The members of the Target Company Group hold a good and valid leasehold estate in such Leased Real Property (or in the case of any datacenter colocation space, a good and valid license), free and clear of all Liens, except for Permitted Liens. (ii) The Target Companies have delivered to SPAC true, correct and complete list copies of all real property leasedleases, subleased lease guaranties, subleases, licenses, agreements for the leasing, use or occupancy of, or otherwise occupied by granting a right in and to the Company or any Company Subsidiary Leased Real Property, including all amendments, renewals, terminations and modifications thereof, in effect as of the date of this Agreement (collectively, the “Leased Real PropertyProperty Leases”), (ii) and none of such Real Property Leases has been modified in any material respect except to the address for each Leased Real Property, extent that such modifications have been disclosed by the copies delivered to SPAC. (iii) a description Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect. As of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy date of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andthis Agreement, to the knowledge of the Company, as of the date hereofTarget Companies, there are no material ongoing disputes with respect to such Actions threatened in writing, affecting any portion Real Property Leases. Neither the members of the Leased Real Property and neither the Target Company Group is, nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the CompanyTarget Companies, there any other party to any Real Property Lease is in material breach or default under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such Order a material breach or Action threatened default, or permit the termination, modification or acceleration of rent under such Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in writing, relating respect of a breach or default thereunder which has not been replenished to the ownershipextent required under such Real Property Lease. No member of the Target Company Group has (A) subleased, lease, use, occupancy licensed or operation by otherwise granted any Person the Company right to use or occupy such Leased Real Property or any Company Subsidiary of portion thereof or (B) collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein. The improvements included in the Leased Real PropertyProperty are in good condition and repair and sufficient for the operation of the Target Company Group’s business conducted thereon. Except as set forth on Section 4.21(a)(iii) of the Target Company Disclosure Letter, the acquisition of the Target Company Group pursuant to this Agreement does not require the consent of any counterparty to any Real Property Lease, will not result in a breach of or default under any Real Property Lease or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. None of the Target Companies owes, or will owe in the future, any brokerage. None of the Target Companies owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. No counterparty to any Real Property Lease is an affiliate of, and otherwise has any economic interest in, any member of the Target Company Group. There are no liens or encumbrances on the interest of any Target Company Group in any Real Property Lease. (b) No member of the Target Company Group owns real property.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns any real property. Section 3.22 has no Owned Real Property. (b) Schedule 4.13(b) of the Company Disclosure Schedule sets forth Schedules lists each lease (i) an accurate a “Lease,” and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (iiLeases“) the address for covering each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to and the street address of each parcel of Leased Real Property and the identity of the lessor and lessee of each such parcel of Leased Real Property. Neither The Company has a valid leasehold estate in all Leased Real Property, and such leasehold estate is free and clear of all Encumbrances other than Permitted Encumbrances. (c) True and complete copies of the Leases have been delivered to the Buyer or the Acquisition Sub by the Seller or the Company. The Leases are in full force and effect and constitute the legal, valid and binding obligations of the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge Knowledge of the Company, the counterparties thereto, enforceable in accordance with their respectable terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). With respect to each Lease: (i) such Lease is the date hereofonly agreement with respect to the subject matter thereof, there are (ii) no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither is subject to any Encumbrance, except for Permitted Encumbrances, (iii) the Company has neither received nor sent any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, default under such Lease and (iv) to the knowledge Knowledge of the Company, there is are no defaults under such Order Lease. To the Knowledge of the Company, no landlord under any Lease has exercised any right to terminate such Lease, to shorten or Action threatened in writinglengthen the terms thereof, relating to lease additional premises or to reduce, relocate or expand the ownershipapplicable Leased Real Property, lease, use, occupancy or operation by and the Company or has not exercised any Company Subsidiary such right. (d) The Leased Real Property is in materially good condition and repair and is materially sufficient for the operation of the Business. Except as set forth on Schedule 4.13(d) of the Disclosure Schedules, the Leased Real PropertyProperty is the only real property interests used in connection with, or otherwise material to, the Business.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 (A) Schedule 3.13 of the Company Disclosure Schedule Schedules sets forth (i) an accurate a true and complete list of all real property leasedOwned Real Property and all Material Leased Real Property. The Company and its Subsidiaries have (i) good, subleased insurable and marketable title in fee simple to all Material Owned Real Property and (ii) good, insurable and marketable leasehold title to all Material Leased Real Property, in each case, free and clear of all Encumbrances except Permitted Encumbrances. No parcel of Material Owned Real Property or Material Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise occupied taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. To the Knowledge of the Company, all leases of Material Leased Real Property and all amendments and modifications thereto are in full force and effect and are valid, binding and enforceable obligations of the parties thereto, and there exists no default under any such lease by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto. All leases of Material Leased Real Property shall remain valid, binding and enforceable against the Company or its Subsidiaries in accordance with their terms following the Closing. The Company has delivered to the Buyer a true, correct and complete copy of each lease of Material Leased Real Property. No Material Leased Real Property or Material Owned Real Property has been sublet or licensed by the Company, nor has the Company or any of its Subsidiaries granted any other Person any right to use any Material Leased Real Property or Material Owned Real Property. (B) There are no contractual or legal restrictions that preclude or restrict the ability to use any Material Owned Real Property or Material Leased Real Property by the Company or any Company Subsidiary (collectively, of its Subsidiaries for the “Leased current or contemplated use of such Material Owned Real Property”), (ii) the address for each Property or Material Leased Real Property, (iii) in each case except as would not, in the aggregate, constitute a description of Material Adverse Event. To the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge Knowledge of the Company, there is are no such Order material latent defects or Action threatened in writing, relating to material adverse physical conditions affecting the ownership, lease, use, occupancy Material Owned Real Property or operation by the Company or any Company Subsidiary of the Material Leased Real Property. All plants, warehouses, distribution centers, structures and other buildings on the Material Owned Real Property or Material Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the Business as currently conducted, in each case except as would not, in the aggregate, constitute a Material Adverse Event.

Real Property. Neither (a) The Company has sole and exclusive, good and valid title to, or a valid leasehold interest in, all Real Property reflected on its Latest Balance Sheet or acquired by it after the Latest Balance Sheet Date, free and clear of all Liens, except for assets which have been sold since the Latest Balance Sheet Date in the Ordinary Course for fair consideration. (b) Except as set forth on Schedule 5.12(b), the Company nor is not a party to any Company Subsidiary owns Lease and does not have any real propertyinterest in Leased Real Property. Section 3.22 The Leased Real Property set forth on Schedule 5.12(b) constitutes all of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leasedReal Property used, subleased managed or otherwise occupied by the Company or used in connection with the operation of the Business. The Company does not own, nor has it ever owned, any Company Subsidiary (collectively, the “Leased Owned Real Property”), . (c) Schedule 5.12(b) lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the address Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller have delivered or made available to Buyer true, complete and correct copies of any leases, subleases or licenses affecting the Real Property. (iiid) The Company is not a description of the applicable lease, sublessor or grantor under any sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject instrument granting to any Lien granted by the Company or any Company Subsidiary, including other Person any right to the use possession, lease, occupancy or occupancy enjoyment of any Leased leased real property other than the Real Property, and the Company is not a party to any agreement or option to purchase, sell, lease or sublease any real property or interest therein. (e) Neither the existing buildings, structures and other improvements nor the use occupancy and operation of the Real Property in the conduct of the Business constitute a nonconforming use or structure under, and are not in breach or violation of, or default under, any applicable building, zoning, subdivision or other land use or any other Law, or violate any Law, covenant, condition, restriction, easement, license, permit or agreement. (f) No material buildings, structures and other improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Company. (g) There are no Actions that are pending, andpending nor, to the knowledge Knowledge of the Company, as of threatened against or affecting the date hereof, there are no such Actions threatened in writing, affecting Real Property or any portion of thereof or interest therein in the Leased nature of, or in lieu of, condemnation or, eminent domain or similar proceedings. There has been no material destruction, damage, casualty or taking with respect to the Real Property and neither within the prior thirty-six month period. (h) The Company nor any Company Subsidiary has received written notice of the existence is not delinquent in payment of any outstanding Order real estate taxes or of assessments, material utility charges, maintenance charges, or other material charges relating to or arising from any pending ActionReal Property. The Real Property is adequately served by electrical, andgas, storm sewer, sanitary sewer, water, internet, telecommunications and other utilities as necessary or appropriate to operate the knowledge Business in a manner consistent with past practice. All such utilities are active, connected and in the name of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns does not own any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate 4.12 contains a true and complete correct list of all each parcel of real property leased, subleased or otherwise occupied currently leased by Company (the Company or any Company Subsidiary (collectively, the “"Leased Real Property”"), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor . Company has good and any and valid leasehold interests with respect to all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property, free and clear of all Liens, except for Permitted Liens and except as disclosed on Schedule 4.12. Each parcel Schedule 4.12 contains a true and correct list of Leased Real Property is in material compliance with all Laws applicable leases pursuant to such Leased Real Property. Neither the which Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of leases the Leased Real Property and neither any amendments, extensions, and renewals thereof (the "Real Property Leases"), and such Schedule 4.12 indicates whether (a) any Securityholder, any Affiliate of the Company nor or any Related Party has any material direct or indirect interest in such Real Property Leases and (b) Company Subsidiary has received written notice is a sublessee under any such Real Property Lease and, if so, whether there exist any non-disturbance agreements with respect to Company's rights as a sublessee (each, a "Non-Disturbance Agreement"). Each Real Property Lease and Non-Disturbance Agreement, true and complete copies of the existence of any outstanding Order or of any pending Actionwhich have been delivered by Company to Parent, is in full force and effect, and, assuming that the Company has received the consents necessary to permit Surviving Corporation to be the tenant under such leases and agreements without default under such leases and agreements shall continue to be in full force and effect immediately following the Merger, and to the knowledge Knowledge of the Company, there is no such Order existing default or Action threatened in writingevent of default, relating real or claimed, by Company, by any other party thereto, or any event which, with notice or lapse of time or both, would constitute a default thereunder by Company or, to the ownershipKnowledge of Company, leaseby any other party thereto. Except as set forth on Schedule 4.12, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyProperty constitutes all of the real property, buildings and improvements used by Company in its businesses and is suitable for the purposes for which it is presently used. The Leased Real Property is supplied with utilities and other services necessary for the operation thereof. The Leased Real Property is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair and is suitable for the purposes for which it is presently being used. To the Company's Knowledge, the Leased Real Property has received all material approvals of Governmental Authorities (including permits) required in connection with the occupation and operation thereof and has been occupied, operated and maintained in accordance with Law. There are no oral agreements, waivers or forbearance programs in effect as to any Real Property Lease.

Real Property. Neither the The Company nor any Company Subsidiary owns any no real property. Section 3.22 of the Company Disclosure Schedule sets forth (i4.25(a) an accurate contains a true, correct and complete list of all real property leasedleases and subleases (including, subleased without limitation, all modifications, extensions or amendments thereto) under which the Company is tenant or subtenant (as so modified, extended or amended, the “Real Property Leases”). True and complete copies of all Real Property Leases have been delivered to Acquiror. To the Company’s and Selling Shareholders’ Knowledge, the Real Property Leases are subject to no Encumbrances, are in full force and effect and are enforceable in accordance with their respective terms. Subject to the terms of the respective Real Property Leases, the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to each parcel of leased real property for the full term of the respective Real Property Lease. The Company, nor any Selling Shareholder has assigned, pledged, hypothecated or otherwise occupied transferred any Real Property Lease. The Company has sublet all or any portion of any leased real property and the Company is in full possession thereof. No landlord or tenant under any Real Property Lease has exercised any option or right to (i) cancel or terminate such Real Property Lease or shorten the term thereof, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Property Lease or (iv) purchase any property. Except as set forth on Schedule 4.25(b), each Real Property Lease was negotiated at arms length and none of the Selling Shareholders or the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description affiliate of any of the forgoing are affiliated with any landlord under any Real Property Lease. There are no disputes under any Real Property Lease. Each Real Property Lease is the only document between the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating parties thereto and (iv) with respect to the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Propertysubject matter thereof. No security deposit under any Real Property Lease Agreement is subject to has been utilized by any Lien granted by landlord and the Company or any Company Subsidiary, including any right to the use or occupancy full amount of any Leased security deposit required under the applicable Real Property, other than Permitted LiensProperty Lease is on deposit. The Company or is not a party to any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession oral lease of the Leased Real Propertyreal property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge None of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting or any portion of the Leased Selling Shareholder owes or will owe any brokerage commissions or finders fees with respect to any Real Property and neither Lease or any renewal or extension thereof or the Company nor any Company Subsidiary has received written notice of the existence exercise of any outstanding Order right or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyoption thereunder.

Real Property. Neither the (a) Each Company does not own, has never owned, nor has any Company Subsidiary owns right to acquire any real property. Section 3.22 of the Company Disclosure . (b) Schedule 3.9(b) sets forth (i) an accurate a true, correct and complete list of all Contracts pursuant to which each Company leases, subleases, licenses, as tenant, subtenant, or licensee or otherwise occupies any real property leased(each, subleased or otherwise occupied by a “Real Property Lease”), together with the Company or any Company Subsidiary address of the related property (collectively, the “Leased Business Real Property”). Owner has provided to Purchaser a true, (ii) the address for correct and complete copy of each Leased Real PropertyProperty Lease, (iii) a description of the applicable lease, sublease or other Contract therefor and any and including all amendments, modifications, side letters relating thereto exhibits, guaranties, and (iv) the current rent amounts payable by the schedules. The applicable Company or any Company Subsidiary related to has a valid leasehold interest under each Leased Real Property. No Lease Agreement is subject to Property Lease, free and clear of any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, (other than Permitted Liens). The Company or any Company SubsidiaryEach such Real Property Lease is in full force and effect and constitutes a legal, as applicablevalid, enjoys peaceful and undisturbed possession binding obligation of the Leased Real Propertyapplicable Company and the other party or parties thereto, enforceable against such Company and such other party or parties in accordance with its terms, subject to the Enforceability Limitations. Each parcel Company has performed and complied with all of Leased its covenants and obligations under each Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Lease, and no Company nor any other party to a Real Property Lease is in, or is alleged to be in, breach of or default under such Real Property Lease. No Company Subsidiary has received written notice subleases, as sublessor, any portion of the Business Real Property to any Action other Person. (c) The Business Real Property constitutes all of the real property used in eminent domainor necessary to conduct the Company Business as currently conducted and proposed to be conducted. There is no condemnation, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions Proceeding in eminent domain pending or threatened in writing, writing affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Business Real Property. (d) Each Company’s possession and quiet enjoyment of the Business Real Property under each Real Property Lease has not been disturbed and there are no disputes with respect to such Real Property Lease. (e) No security deposit or 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. and (f) No Company has collaterally assigned or granted any Lien in any Real Property Lease or any interest therein.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. . (b) Section 3.22 3.24(b) of the Company Disclosure Schedule sets forth (i) an accurate a true, correct, and complete list of all leases, subleases and occupancy agreements of real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), pursuant to which the Company is the lessee or sublessee ​ (ii) the address for each Leased individually, a “Real PropertyProperty Lease”). Each such Real Property Lease is in full force and effect and is a legal, (iii) a description valid, binding and enforceable obligation of the Company, and, to the Knowledge of the Company, of the other party or parties thereto, except as enforceability may be limited by applicable leaseEquitable Principles. The Company has delivered to Purchaser true, sublease or other Contract therefor correct, and any and all amendments, modifications, side letters relating thereto and (iv) complete copies of the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company SubsidiaryProperty Leases, including any right to the use or occupancy of any Leased Real Propertyrestatements, other than Permitted Liensamendments, supplements, and modifications thereto. The Company is not presently in material default under any material Real Property Lease, nor, to the Knowledge of the Company, has any event or state of facts occurred that, with the giving of notice or the passage of time, would mature into a default under any Real Property Lease. Except for tenant improvements at the Leased Real Property with an aggregate cost that does not exceed Five Thousand Dollars ($5,000), the Company Subsidiaryhas completed any works of improvement required by the Real Property Leases and has paid in full any design professionals, as applicablecontractors, enjoys peaceful and undisturbed possession subcontractors, material suppliers, or other Persons who pursuant to Law may file or record a Lien on the fee or leasehold estate of the Leased Real Property. Each parcel The Company has made no alterations or additions to the Leased Real Property except in accordance with the Real Property Leases and Law, except as would not reasonably be expected to be material to the Company. To the extent any of the Real Property Leases granted the Company a tenant improvement allowance or other reimbursement mechanism in connection with space planning, design, engineering, construction work, materials, moving costs or other uses as permitted by such Real Property Lease, the Company has received all such funds in full. (c) The Leased Real Property constitutes all interests in real property currently used in, held for use in, or intended to be used in, occupied, or related to the Business and that are necessary for the continued operation of the Business as presently operated. The Company holds a valid leasehold estate in each Leased Real Property pursuant to each Real Property Lease and all Real Property Leases are exclusively in writing and are in full force and effect. The Company has accepted full and complete possession of the Leased Real Property and, except as set forth on Section 3.24(c)(i) of the Company Disclosure Schedule, is the sole and actual occupant in possession thereof. No claim, controversy, dispute, or disagreement involving the Company exists with respect to any of the Real Property Leases or the Leased Real Property. Except as set forth on Section 3.24(c)(ii) of the Company Disclosure Schedule, all of the buildings, structures, fixtures and improvements on the Leased Real Property (A) are in good operating condition, and all mechanical and other systems located thereon are in good operating condition (ordinary wear and tear excepted) and (B) are without material structural defects. All of the Leased Real Property and the buildings, structures, fixtures and improvements thereon are adequate for their current uses and comply with, and are being operated and otherwise used in compliance, in all material respects, with all applicable Law. The Company has not received notice that any Leased Real Property is not in compliance, in all material compliance respects, with applicable Law or that any buildings, structures, fixtures and improvements situated thereon are not located wholly within the boundary lines of the applicable legal parcel of real property upon which they are situated. There does not exist any actual or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any notice of the intention of any Governmental Authority or other Person to take or use all Laws applicable or any part of any Leased Real Property. (d) The Company has not assigned, mortgaged, transferred, or ​ ​ hypothecated any Real Property Lease or any interest therein or leased or subleased all or any portion of the Leased Real Property, and, except as set forth on Section 3.24(d)(i) of the Company Disclosure Schedule, the Company is not a sublessor under any Real Property Lease, sublease, or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. A true, correct, and complete list of any subordination, nondisturbance and attornment agreements to which the Company is a party are set forth on Section 3.24(d)(ii) of the Company Disclosure Schedule. (e) No security deposits or letters of credit held by any landlord under any Real Property Lease have been applied to any amounts owing under such Real Property Lease and the full amount of such security deposits or the full stated amounts of the letters of credit as stated in such Real Property Lease are being held by the landlord thereunder. Section 3.24(e) of the Company Disclosure Schedule sets forth the current amounts of security deposits or letters of credit held by the landlords of the Leased Real Property. (f) Except as set forth on Section 3.24(f)(i) of the Company Disclosure Schedule, all rent, additional rent, real property Taxes, and possessory and use Taxes, insurance premiums, and all other charges or amounts required to be paid under any Real Property Lease are paid current. The Company has not received any notice from any insurance company that has issued a policy with respect to any Leased Real Property requiring performance of any structural or other repairs or alterations to such Leased Real Property. Neither Except as set forth on Section 3.24(f)(ii) of the Company Disclosure Schedule, the Company does not own or hold, nor is the Company obligated under or a party to, any Company Subsidiary has received written notice option, right of first refusal or other contractual right or obligation to purchase, acquire, sell, assign, lease or dispose of any Action in eminent domain, expropriation, condemnation real estate or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of thereof or interest therein, including the Leased Real Property or any portion thereof. The Company has all certificates of occupancy and neither Permits of any Governmental Authority necessary for the current use and operation of each Leased Real Property, and Company has fully complied with all material requirements and conditions of the Permits applicable to it. There are no adverse claims by any Person (including adjoining property owners) or encroachments, protrusions or boundary disputes with respect to the Leased Real Property. Each Leased Real Property has access to (x) public roads or valid easements over private streets or private property for such ingress to, and egress from, such Leased Real Property and (y) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage, telephony and data transmission and other public utilities, in the case of each of clauses (x) and (y), as is necessary to conduct the Business as it is currently conducted. The Leased Real Property and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any applicable Law relating to building, zoning, subdivision or other land use. (g) Section 3.24(g)(i) of the Company nor any Company Subsidiary has received written notice Disclosure Schedule sets forth a true, correct, and complete list of the existence of any outstanding Order or of any pending Action, and, to the knowledge all of the Company’s subleases, there is no such Order licenses, or Action threatened in writingother Contracts giving any other Person, relating to other than the ownershipCompany, lease, use, occupancy a right of possession or operation by the Company or any Company Subsidiary use of the Leased Real Property, including any amendment, restatement, modification or waiver of any terms or conditions thereof (collectively, the “Subleases”). Any Leased Real Property that the Company has granted a right of possession or use to an employee as a personal residence or for temporary lodging is listed on Section 3.24(g)(ii) of the Company Disclosure Schedule and except as set forth on Section 3.24(g)(ii) of the Company Disclosure Schedule, such grant of a ​ ​ right of possession or use is evidenced in a written Sublease or employment agreement listed on such schedule. No rents or operating expense pass-throughs have been prepaid by any sublessee, licensee or other Person having a right of possession or use under any Sublease. Section 3.24(g)(iii) of the Company Disclosure Schedule sets forth the amounts of any security deposits held by the Company as sublessor, licensor or otherwise under any Sublease. To the Knowledge of the Company, no sublessee, licensee or other Person with a right of possession or occupancy under a Sublease is presently in material default under a Sublease and no event or state of facts has occurred that, with the giving of notice or the passage of time, would mature into a material default under any Sublease. (h) Section 3.24(h) of the Company Disclosure Schedule sets forth a list of each site where the Company flight tests its unmanned aircraft (the “Government Testing Grounds”). Except for the Government Testing Grounds, the Company does not flight test its unmanned aircraft at any other location. The Company has not breached or violated the terms of any license, agreement, permission, or other understanding with the owner of the Government Testing Grounds. The Company has not violated in any material respect any Law in connection with its use of the Government Testing Grounds. The Company has not received from the owner or manager of the Government Testing Grounds any written notice that terminates, suspends, or impairs the Company’s ability to use the Government Testing Grounds in the ordinary course of the Business as currently conducted.

Real Property. Neither (a) Except as set forth on Schedule 4.7(a), the Company nor any Company Subsidiary owns any real propertyor has the right to occupy and use all Real Property owned or used in the Business. Section 3.22 of the Company Disclosure Schedule sets forth (i4.7(a) an accurate and complete list of lists all real property leased, subleased or otherwise occupied Real Property which is owned by the Company or any (the “Owned Real Property”) and all Real Property leased to the Company Subsidiary (collectively, the “Leased Real Property”). The Company has fee simple title to all the Owned Real Property owned by it, (ii) the address for each Leased Real Propertyand to all buildings, (iii) a description of the applicable lease, sublease or structures and other Contract therefor and any improvements thereon and all amendmentsfixtures thereto, modificationsfree and clear of all Liens and encumbrances, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right only to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company has a valid leasehold interest in each Leased Company Property pursuant to the applicable Company Lease, subject only to the Permitted Liens. Prior to the date hereof, the Company has made available to Buyer correct and complete copies of the Title Reports, except that with respect to the Additional Owned Real Property, Seller has ordered Title Reports and expects to deliver the same to Purchaser within thirty (30) days of the date of this Agreement. All of the Owned Real Property and Leased Company Property is free from any use or occupancy restrictions that would impair in any material respect their current use, except those imposed by the applicable Company Lease and by applicable zoning laws, ordinances and regulations, and any document referenced in the Title Reports, and from all special Taxes or assessments, except those generally applicable to other properties in the Tax districts in which such Owned Real Property or Leased Company Property is located or as otherwise disclosed by the Title Reports. No options have been granted by Seller or its Affiliates to others to purchase, lease or otherwise acquire any interest in the Owned Real Property or in the Company’s leasehold interests in the Leased Company Property. (b) To the Knowledge of the Company, the Company Lease and any other Contracts that provide easements, rights of way, licenses and other non-ownership interests in Real Property in favor of the Company (together with the Company Lease, collectively the “Realty Use Rights”) are valid and in full force and effect in accordance with their terms. Seller has posted in the Data Room copies of all documents (except for documents made available from the Title Company to Buyer) in Seller’s or its Affiliates’ possession evidencing the Realty Use Rights. Except as set forth on Schedule 4.7(b), (i) all copies of the documents giving rise to the Realty Use Rights posted in the Data Room are correct and complete and (ii) Seller has posted in the Data Room a correct and complete copy of the Company Lease. Except as set forth on Schedule 4.7(b), there is not under any Realty Use Right (x) any default (or, to the Knowledge of the Company, any claimed default) by the Company, or any circumstances or event which with notice or lapse of time, or both, would constitute a default by the Company Subsidiaryand in respect of which the Company has not taken reasonable steps to prevent a default on its part from occurring, or (y) to the Knowledge of the Company, any existing default by any other party to any Realty Use Right, or any circumstances or event which with notice or lapse of time, or both, would constitute a default by any other party to any Realty Use Right. Except as applicableset forth on Schedule 4.7(b), enjoys peaceful and undisturbed the Company is lawfully in possession of the all Leased Real Property. Each parcel , and all conditions precedent to the obligation of the Company to take possession and continue to occupy all Leased Real Property have been fulfilled. Except as set forth on Schedule 4.7(b), there is no arrearage of rent under the Company Lease. Except as set forth on Schedule 4.7(b), the Company Property is not subject to any licenses, concessions or amendments to any of the foregoing. Except for any Affiliate Contracts that will be terminated as of the Effective Time, neither Seller nor the Company leases any portion of the Company Property to any Person. (c) Except as set forth on Schedule 4.7(c), the current use of and improvements on the Owned Real Property and the Leased Company Property and, to the Knowledge of the Company, the other Leased Real Property are in conformity in all material compliance respects with all Laws Laws, including all applicable zoning laws, ordinances and regulations and all restrictions arising under any document referenced in the Title Reports. Except as set forth on Schedule 4.7(c), there exists no outstanding notice of violation from or conflict or dispute with any regulatory authority or other Person relating to any Owned Real Property or the Leased Company Property, or the activities thereon. Except as set forth on Schedule 4.7(c) or disclosed in the surveys made available to Buyer, all improvements on the Owned Real Property and the Leased Company Property are located within the lot lines (and within the mandatory set-backs from such lot lines established by zoning ordinance or otherwise) and not over areas subject to easements or rights of way, except to the extent that any encroachment with respect thereto would not impair in any material respect the rights of the Company to operate the Business thereon. (d) Except as set forth on Schedule 4.7(d), all requisite certificates of occupancy and other material permits or approvals required with respect to the improvements on any of the Owned Real Property and Leased Company Property and the occupancy and use thereof have been obtained and are currently in effect. (e) The Company has not received any notice or demand from the holder of any assignment, pledge or hypothecation of a Company Lease requiring that rents owed by the Company for any Leased Company Property are required to be paid to such holder. (f) No condemnation Proceeding is pending or, to the Knowledge of the Company, threatened which would impair in any material respect the occupancy, use or value of any Owned Real Property or Leased Real Company Property. Neither the . (g) The Company nor has not received any Company Subsidiary has received written notice of any Action Proceeding pending for the adjustment of the assessed value of all or any portion of any of the Owned Real Property or Leased Company Property, and there was no abatement in eminent domain, expropriation, condemnation effect with respect to all or other similar Actions that are pending, and, any portion of the real estate taxes applicable to any of the Owned Real Property or Leased Company Property. (h) Solely to the knowledge extent Seller does not deliver to Buyer an executed estoppel certificate at Closing from the landlord of the Leased Company Property pursuant to Section 3.6(a)(xii) or to the extent such executed estoppel certificate does not address the subject matter of the following representations in this Section 4.7(h), Seller hereby represents and warrants to Buyer with respect to the Leased Company Property as of the Closing that, except as set forth on Schedule 4.7(h): (i) the Company is currently the lessee under the Company Lease, which is in a renewal term that commenced automatically under the Company Lease for five (5) years on March 25, 2015 and expires on March 24, 2020; (ii) the Company Lease is currently in full force and effect; (iii) the Company Lease is correctly and completely described in Schedule 1.1(b); (iv) the landlord under the Company Lease has not yet sent or received any notice of default or any notice for the purpose of terminating the Company Lease, nor to the Company’s Knowledge are there any existing circumstances or events which, but for the lapse of time or otherwise, would constitute a default by either the Company or the landlord under the Company Lease; (v) the current annual rental under the Company Lease is $2,038,477 per year; and (vi) to the Knowledge of the Company, as the landlord under the Company Lease is not the subject of any bankruptcy, insolvency or similar proceeding in any federal, state or other court or jurisdiction. To the extent any of the date hereofrepresentations or warranties made in this Section 4.7(h) are duplicative of or conflict with any other representations or warranties made by Seller in Section 4.7, there are no such Actions threatened the representations and warranties in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andthis Section 4.7(h), to the knowledge extent they become operative hereunder, shall supersede such other representations and warranties and shall control for purposes of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertythis Agreement.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.19(a) of the Target Company Disclosure Schedule sets forth (i) an accurate and complete list Schedules contains a listing of all of the real property leasedleased by a Target Company, subleased or otherwise occupied by including the Company or any Company Subsidiary address, lessor and lessee thereof (collectively, the “Leased Real Property”), (ii) . The Leased Real Property comprises all real property used in the address for each conduct of the Business and operations of the Target Companies. A Target Company has a valid leasehold interest in the Leased Real Property. All Leased Real Property is held under leases or subleases (collectively, (iiithe “Real Property Leases”) a description of that are valid instruments, enforceable in accordance with their respective terms, except as limited by the applicable lease, sublease or other Contract therefor Bankruptcy and any Equity Exception. All Real Property Leases and all amendments, modifications, supplements, side letters relating or other agreement related thereto are set forth on Section 4.19(a) of the Target Company Disclosure Schedules. The Target Companies have made available to the Purchaser true, correct and (iv) complete copies of the current rent amounts payable Real Property Leases and all amendments, modifications, supplements, side letters or other agreements related thereto. There is no default or breach by any Target Company or, to the Company Knowledge of S/T Group, any other party, in the timely performance of any obligation to be performed or paid under any such Real Property Lease or any Company Subsidiary related to each Leased Real Propertyother material provision thereof. No Lease Agreement Target Company is subject a sublessor or grantor under any sublease or other instrument granting to any Lien granted by the Company or any Company Subsidiary, including person any right to the use possession, lease, occupation or occupancy enjoyment of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion The use and operation of the Leased Real Property and neither the Company nor does not violate in any Company Subsidiary has received written notice of the existence of material respect any outstanding Order Law, covenant, condition, restrictions, easement, license, permit or of any agreement. There are no Proceedings pending Action, andnor, to the knowledge Knowledge of the CompanyS/T Group, there is no such Order threatened against or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of affecting the Leased Real PropertyProperty or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The respective leasehold estates of the Target Companies in the Leased Real Property are not subject to any Liens other than Permitted Liens. (b) The improvements and fixtures on the 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. None of the buildings and improvements owned or utilized by the Target Companies is constructed of, or contains as a component part thereof, any material that, either in its present form or as such material could reasonably be expected to change through aging and normal use and service, releases any substance, whether gaseous, liquid or solid, which is or may be, either in a single dose or through repeated and prolonged exposure, injurious or hazardous to the health of any individual who may from time to time be in or about such buildings or improvements.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of 4.7 lists all real property leasedand interests in real property owned (the "Owned Real Property"), subleased or otherwise occupied by leased (the Company or any Company Subsidiary (collectively, the “"Leased Real Property”)") or used ("Used Real Property" and, (ii) together with the address for each Owned Real Property and the Leased Real Property, collectively the "Real Property") by the Business including leases and material easements, if any. (iiia) a description Since August 29, 1999, except for the transfer of the applicable property covered by the Chicago Sublease from Farl▇▇ ▇▇ the Retirement Trust of Farl▇▇ ▇▇▇., neither Seller, with respect to the Business, has purchased or contracted to purchase, lease or otherwise acquire or take options on, nor has either Seller sold or contracted to sell, lease, sublease otherwise dispose of, or other Contract therefor give options on, any Real Property except to the extent that such transactions do not obligate the Business to expend more than $5,000 per annum. (b) No charges or violations have been filed, served, made or threatened against or relating to any of the operations of the Business as a result of any violation or alleged violation of any applicable restrictive covenants, ordinances, regulations and zoning laws or as a result of any encroachment or alleged encroachment on the property of others. (c) The Real Property Leases are valid and legally binding in accordance with their respective terms free and clear of all amendmentsLiens, modificationsand there is not under any Real Property Lease any existing default or event of default which, side letters relating thereto and (iv) with notice or lapse of time or both, would constitute a default. None of the current rent amounts payable by the Company or rights of either Seller under any Company Subsidiary related to each Leased Real Property. No Property Lease Agreement is subject to any Lien granted termination or modification as a result of the transactions contemplated by the Company this Agreement. (d) There are no condemnation proceedings or any Company Subsidiary, including any right to the use or occupancy eminent domain proceedings of any Leased kind pending or threatened against the Real Property, other than Permitted Liens. . (e) The Company or any Company Subsidiary, as applicable, enjoys peaceful use and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion occupancy of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary Sellers in operating the Business does not constitute a default under the terms of each applicable lease and there are no facts known to either Seller which would prevent the Leased Real Property from being occupied after the Closing Date in the same manner as before. (f) The Sellers, in connection with the operation of the Business, enjoy peaceful and quiet possession of each parcel of Real Property except for variations, if any, which do not materially restrict the continued use of such Real Property for the purposes for which each is now employed or adversely affect the value of such Real Property. (g) The rental set forth in each Real Property Lease is the actual rental being paid, and there are no separate agreements or understandings regarding such rental. (h) At least one of the Sellers has the full right to exercise the renewal options contained in each Real Property Lease on the terms and conditions contained in each Real Property Lease and upon due exercise would be entitled to enjoy the use of each Leased Real Property for the full term of such renewal options.

Real Property. Neither the The Company nor any Company Subsidiary owns no real property, and has never owned any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate 3.16 contains a true and complete list of all leases and subleases and any other occupancy or similar agreements (including a brief description of the leased premises and its location, the rental payment amounts (including escalations) and amounts due for items other than base rent, the identity of the lessor and lessee, and the current use of the leased premises) entered into by, or binding on, the Company, whether as lessor or lessee, together with all written waivers, modifications and amendments thereto or agreements or written correspondence providing for any deviation therefrom or supplements thereto, including, without limitation, leases or subleases of, or any other occupancy agreements relating to, real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property Leases”). Sellers have delivered to the Buyer true and complete copies of the Real Property Leases prior to the date hereof. The leasehold interest in the real property leased under the Real Property Leases, including any common areas, easements and licenses associated therewith (the “Real Property”), (ii) the address for each Leased Real Property, (iii) a description constitutes all of the applicable leasereal property necessary to conduct the Business as currently conducted. Except for the rental payments set forth on Schedule 3.16, sublease no other amounts are owed or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable reasonably likely to be owed by the Company or with respect to any Company Subsidiary related to each Leased parcel of Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property and no easement or other access right is required to utilize such Real Property. Each To Sellers’ Knowledge, no portion of the Real Property is subject to any pending or threatened condemnation or other similar proceeding by any Governmental Entity. Except as disclosed in Schedule 3.16, (a) there are no (i) contracts or other agreements, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property or (ii) parties (other than the Company) in possession of the Real Property, and (b) the Real Property Leases will continue to be valid and binding immediately following the consummation of the transactions contemplated hereby. To Seller’s Knowledge, each parcel of Leased Real Property is in material compliance with all applicable Laws and Orders. The Company that is a party to a Real Property Lease has good and valid title to the leasehold estate under each such Real Property Lease free and clear of all Liens other than Permitted Liens. The plants, buildings and structures that are part of the Real Property are in all material respects in the condition required by the terms of the applicable to such Leased Real Property Lease (without payment, penalty or forfeiture of deposits). The Company has received all required material approvals of Governmental Entities (including permits and certificates of occupancy or other similar certificates permitting lawful occupancy by the Company of the Real Property) required in connection with the Company’s lease and operation of the Real Property. Neither the Company nor any Company Subsidiary Except as disclosed in Schedule 3.16, no Individual Seller has received any written notice of any Action in eminent domainviolation or alleged violation of any Laws or Orders applicable to the Real Property, expropriation, condemnation or other similar Actions that including any nonconforming use thereof. There are pending, andno disputes pending or, to the knowledge Knowledge of the CompanySellers’, threatened, by or against the owner or lessor of any Real Property. Except as of the date hereofdisclosed in Schedule 3.16, each Real Property Lease is in full force and effect, there are no defaults under such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of leases by the Company, there is no or to Sellers’ Knowledge, any other party to such Order or Action threatened leases. Except as disclosed in writingSchedule 3.16, relating each Real Property Lease by its terms grants the Company under the Real Property Lease the exclusive right to use and occupy the demised premises as described therein, and to the ownershipSellers’ Knowledge, lease, use, occupancy no one else has the right to use or operation by occupy the Company demised premises as described therein. No material repairs have been or are currently planned to be requested with respect to any Company Subsidiary Real Property subject to any Real Property Lease. All of the Leased Real PropertyProperty is supplied with utilities (including water, sewage, electricity and telephone) necessary for the operation of the Real Property as currently operated.

Real Property. Neither (a) The Company does not own any real property and the Company nor any Company Subsidiary owns has never owned any real property. Section 3.22 . (b) Schedule 3.7(b) of the Company Disclosure Schedule Letter sets forth (i) an accurate and complete a correct list of all real property leased, subleased or otherwise occupied by Contracts pursuant to which the Company or any Company Subsidiary of its Subsidiaries leases, subleases, licenses, or otherwise occupies any real property as tenant, subtenant, or licensee (each, a “Real Property Lease”), together with the address of the related property (collectively, the “Leased Company Real Property”). The Company has made available to Parent a correct copy of each Real Property Lease, (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and including all amendments, modifications, side letters relating thereto exhibits, and schedules. The Company and its Subsidiaries have a valid leasehold interest under each Real Property Lease, free and clear of any Encumbrance (iv) the current rent amounts payable by other than Permitted Encumbrances). Each such Real Property Lease is in full force and effect and constitutes a legal, valid, and binding obligation of the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by its Subsidiaries and the other party or parties thereto, enforceable against the Company or any Company Subsidiaryits Subsidiaries and such other party or parties in accordance with its terms, including any right subject to the use or occupancy of any Leased Real Property, other than Permitted LiensEnforceability Limitations. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession its Subsidiaries have performed and complied with all of the Leased Real Property. Each parcel of Leased their respective material covenants and obligations under each Real Property Lease, and neither the Company, its Subsidiaries nor, to the Company’s Knowledge, any other party to a Real Property Lease is in in, or is alleged to be in, material compliance with all Laws breach of or default under such Real Property Lease beyond any applicable to such Leased Real Propertynotice and cure periods. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Companyits Subsidiaries subleases, as of the date hereofsublessor, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property to any other Person. (c) The Company Real Property constitutes all of the real property used in or necessary to conduct the business of the Company as currently conducted. There is no condemnation, expropriation, or other Action in eminent domain pending or, to the Company’s Knowledge, threatened affecting any portion of the Company Real Property. (d) The buildings and improvements utilized by the Company and located on the Company Real Property are, in all material respects, in good condition and repair, normal wear and tear excepted. To the Company’s Knowledge, the Company’s current use and occupancy of the Company Real Property and the operation of the business as currently conducted thereon do not violate any applicable zoning, land use or local equivalent Law, and neither the Company nor any Company Subsidiary of its Subsidiaries has received any written notice of, and no claims have been filed against any of the existence of foregoing alleging a violation of, any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyLaw.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule 3.22(a) sets forth and complete list and summary description of (i) an accurate and complete list of all the real property leased, subleased or otherwise occupied owned in fee by the Company or any Company Subsidiary of its Subsidiaries (collectively, the “Leased Owned Real Property”), ) and (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable real property leased by the Company or any Company Subsidiary related to each of its Subsidiaries (the Leased Real Property and, together with the Owned Real Property and all other rights or interests of the Company or its Subsidiaries in real property, the Real Property). No Lease Agreement is subject to any Lien granted None of the real property reflected in the Interim Balance Sheet has been disposed of and no real property has been acquired by the Company or any of its Subsidiaries since the date of the Interim Balance Sheet. (b) The Company Subsidiaryand each of its Subsidiaries has good and marketable title in fee simple to all Owned Real Property, including any right to the use or occupancy of any and a valid leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances, except for Permitted Encumbrances. None of the Real Property is subject to any agreement, arrangement, or understanding for its use by any Person other than Permitted Liens. The the Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession its Subsidiaries. (c) Each of the Leased Real Property. Each parcel of leases and subleases relating to the Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property full force and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Companyeffect, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation material default by the Company or any Company Subsidiary of its Subsidiaries or, to the Company’s Knowledge, by the lessor under any such lease or sublease, and each such lease and sublease will remain in full force and effect after the Closing without any modification in the rights or obligations of the parties under any such lease or sublease. (d) The structures, plants, improvements, systems, and fixtures located on each parcel of Owned Real Property and, to the Company’s Knowledge, Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Owned Real Property and, to the Company’s Knowledge, Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements and there is not, to the Company’s Knowledge, any proposed change in any such governmental or regulatory requirements or in any such zoning requirements.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 (a) Schedule 3.15(a) of the Company Disclosure Schedule Schedules sets forth (i) an accurate a true and complete list of all real property leased, subleased or otherwise occupied by Leased Real Property and the identity of each lessor. Each of the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each and its Subsidiaries has good and marketable leasehold title to all Leased Real Property, (iii) a description in each case free and clear of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real PropertyEncumbrances except Permitted Encumbrances. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance subject to any governmental decree or order to be sold or is being condemned, expropriated, re-zoned or otherwise taken by any public authority with all Laws applicable or without payment of compensation therefore, nor, to the knowledge of the Seller, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real PropertyProperty and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or, to the knowledge of the Seller, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto. All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Closing. Neither the Company nor any Company Subsidiary has received written notice of its Subsidiaries owns any Action real property. (b) Except for Permitted Encumbrances or as set forth in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge leases of the Company, as of the date hereofLeased Real Property, there are no such Actions threatened in writing, affecting contractual or legal restrictions that preclude or restrict the ability to use any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of its Subsidiaries for the current use of such real property. There are no material latent defects or material adverse physical conditions affecting the Leased Real Property. All warehouses, distribution centers, structures and other buildings on the Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted.

Real Property. Neither the (a) Company nor does not own any Company Subsidiary owns interest in any real property. Section 3.22 of the Company Disclosure Schedule 3.11(a) sets forth (i) an accurate and a complete list of all real property leased, subleased or otherwise occupied and interests in real property leased by the Company or any (individually, a “Real Property Lease” and the real properties specified in such leases being referred to herein individually as a “Company Subsidiary (collectively, Property” and collectively as the “Leased Real PropertyCompany Properties”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease as lessee or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Lienslessor. The Company Property constitutes all interests in real property currently used or any currently held for use in connection with the business of the Company Subsidiaryand which are necessary for the continued operation of the business of the Company as such business is currently conducted. The Company has a valid and enforceable leasehold interest under each of the Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as applicableto enforceability, enjoys peaceful to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor has not received any Company Subsidiary has received written notice of any Action default or event that with notice or lapse of time, or both, would constitute a default by the Company under any of the Real Property Leases. All of the Company Property, buildings, fixtures and improvements thereon owned or leased by the Company are in eminent domaingood operating condition and repair (subject to normal wear and tear). The Company has delivered or otherwise made available to the Buyer true, expropriationcorrect and complete copies of the Real Property Leases, condemnation together with all amendments, modifications or other similar Actions supplements, if any, thereto. (b) The Company has all material certificates of occupancy and permits of any Governmental Body necessary or useful for the current use and operation of each Company Property, and the Company has fully complied with all material conditions of the permits applicable to it. No default or violation, or event that are pendingwith the lapse of time or giving of notice or both would become a default or violation, andhas occurred in the due observance of any permit. (c) There does not exist any actual or, to the best knowledge of the Company, as threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and the Company has not received any notice, oral or written, of the date hereofintention of any Governmental Body or other person to take or use all or any part thereof. (d) The Company has not received any written notice from any insurance company that has issued a policy with respect to any Company Property requiring performance of any structural or other repairs or alterations to such Company Property. (e) The Company does not own or hold, there are no such Actions threatened in writingand is not obligated under or a party to, affecting any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order thereof or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyinterest therein.

Real Property. Neither (a) None of the Company nor any Company Subsidiary Target Companies owns any real property. Section 3.22 property and none of the Company Disclosure Target Companies has any right or option to purchase any real property. (b) Schedule 2.9(b) sets forth (i) an accurate and complete a list of the addresses of all real property leased, subleased subleased, or otherwise occupied by licensed by, or for which a right to use or occupy has been granted to, any of the Company or any Company Subsidiary Target Companies (collectively, the “Leased Real Property”). Schedule 2.9(b) also identifies, (ii) the address for with respect to each Leased Real Property, (iii) a description of the applicable each lease, sublease sublease, license or other Contract therefor under which such Leased Real Property is occupied or used and any to which a Target Company is a party (the “Real Property Leases”). The Company has made available to the Buyer accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect. The Leased Real Property constitutes all amendmentsof the real property used, modifications, side letters relating thereto and (iv) the current rent amounts payable occupied or held for use by the Target Companies. (c) Except as set forth on Schedule 2.9(c), there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contracts to which a Target Company is a party granting to any other Person the right of use or any Company Subsidiary related to each occupancy of the Leased Real Property. No Lease Agreement . (d) To the Company’s Knowledge, no Action is subject to any Lien granted by pending or threatened that would preclude or materially impair the Company or any Company Subsidiary, including any right to the current use or occupancy of any Leased Real Property. To the Company’s Knowledge, other than Permitted Liens. The Company the Target Companies’ current use of the Leased Real Property does not violate in any respect any restrictive covenant of record or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession other agreement that affects any of the Leased Real Property. Each parcel of Leased . (e) With respect to each Real Property Lease: (i) The applicable Target Company that is a party to a Real Property Lease holds a valid and existing leasehold interest under such Real Property Lease, in material compliance with each case, free and clear of all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or Encumbrances other similar Actions that are pending, and, to the knowledge than Permitted Encumbrances; (ii) None of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary Target Companies has received written notice of the existence intention of any outstanding Order or party to terminate any Real Property Lease; and (iii) All sums and charges due and payable under each Real Property Lease by any Target Company (and any subtenants and licensees of any pending Action, and, to the knowledge of the Target Company, there is no such Order or Action threatened ) have been paid in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyfull.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 The Company has a valid leasehold interest in all of the Company Disclosure Schedule sets forth (i) an accurate Leased Real Property, and complete list such leasehold interests are free and clear of all real property leased, subleased or otherwise occupied by Encumbrances. The Company enjoys peaceful and undisturbed possession under the Company or any Company Subsidiary leases for the Leased Real Property (collectively, the “Property Leases”) and no claim has been asserted against the Company that is adverse to the Company’s respective rights in such leasehold interests. The Company is not a party to any Contract that commits or purports to commit the Company to purchase or otherwise acquire or, except for the Contracts identified on Schedule 5.12(a), lease any real property. Except as set forth on Schedule 5.12(a), the Company is not a party to or otherwise bound or subject to any Contract which grants to any Person any right of use or occupancy of any portion of the Real Property. Except as set forth on Schedule 5.12(a) attached hereto, the Company has no option to purchase or lease or right of first refusal regarding the purchase or lease of any real property. The Company has delivered to Acquiror true and complete copies of its Property Leases. (b) The Leased Real Property”Property is (i) in good condition and repair (reasonable wear and tear excepted) and there has been no damage, destruction or loss to any of the Leased Real Property that remains unremedied to date (ordinary wear and tear excepted), (ii) suitable to carry out the address for each Leased Real PropertyBusiness as conducted and intended to be conducted thereon, (iii) a description adequately serviced by all utilities and services necessary for the conduct of the applicable leaseBusiness, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) to the current rent amounts payable by Company’s Knowledge, in compliance with all applicable laws, rules and regulations. (c) There are no condemnation, appropriation or other proceedings involving any taking of the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company Property pending, or any Company Subsidiary, including any right to the use or occupancy Knowledge of the Company, threatened, against any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel . (d) The current use of the Leased Real Property is a permitted under the existing zoning and other laws, rules and regulations. (e) Each Property Lease (i) is in material compliance with all Laws full force and effect, (ii) affords the Company, exclusive possession of the applicable to such Leased Real Property, and (iii) constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto. Neither Notwithstanding the generality of the foregoing, the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, the current right under the Property Leases to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion exclusive and peaceful possession of the Leased Real Property and neither their use in the Business. (f) The Company has performed the obligations required to be performed by it to date under the Property Leases and is not in default or breach thereof. In addition, no party to any Property Lease has (i) provided any written notice to the Company nor or the Parent of its intent to terminate or not renew any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Actionsuch Property Lease, and, (ii) to the knowledge Knowledge of the Company, there threatened to terminate or not renew any such Property Lease, or (iii) is in breach or default under any provision thereof, and no event or condition has occurred, whether with or without the passage of time or the giving of notice, or both, that would constitute such Order a breach or Action threatened in writingdefault. (g) The execution, relating to delivery and performance of this Agreement and the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary consummation of the Leased Real Propertytransactions contemplated hereby will not (i) result in or give to any Person any right of termination, non-renewal, cancellation, withdrawal, acceleration or modification in or with respect to any Property Lease, or (ii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed rent or payments under any such Property Lease.

Real Property. Neither (i) None of the Company nor any Company Subsidiary owns any real property. Section 3.22 members of the Company Group owns or has legal or equitable title or other right or interest in any real property other than as held pursuant to Leases. None of the Company Group owns or has legal or equitable title or other right or interest in any land use rights or in any plants, buildings and improvements. (ii) Section 3.24(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any member of the Company Group holds any real property (i) an a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. Each Lease constitutes the entire agreement with respect to the property demised thereunder, and a true, accurate and complete list copy of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description such Lease effective as of the applicable leaseEffective Date has been made available, sublease or other Contract therefor and any and together with all amendments, modifications, side letters relating thereto alterations and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, andchanges thereto, to the knowledge Investors prior to the Effective Date. Each Lease is valid and subsisting, enforceable against the parties thereto in accordance with its terms and no change in ownership or claim from any third party shall adversely affect the forgoing validity and enforceability. Any breach by the real property holder of any Lease, including failure to hold valid land certificates, shall entitle the member of the CompanyCompany Group a party to such Lease to enforce its rights under such Lease and seek compensation to remedy its losses resulting therefrom. To the Knowledge of the Warrantors, as the lessor under each Lease is qualified and has obtained all consents necessary to enter into such Lease, including without limitation any consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. To the Knowledge of the Warrantors, there is no claim asserted or threatened by any third party regarding the ownership of the property demised pursuant to each Lease. As of the date hereof, all conditions precedent to the enforceability of each Lease have been satisfied and there are exists no such Actions threatened material breach or default, nor state of facts which, with the passage of time, notice, or both, would result in writing, affecting a material breach or default on the part of any portion member of the Leased Real Property Company Group to such Lease. Each Lease is in compliance with applicable Law with respect to the conduct of business as now conducted and neither as proposed to be conducted by any member of the Company nor Group to such Lease. To the Knowledge of the Warrantors, no Lease has been discontinued, suspended or challenged by any Governmental Authority or third party, and no member of the Company Subsidiary Group has been subject to any fine, penalty or other punishment from any Governmental Authority or third party in connection with any Lease. The member of the Company Group to each Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest except as set forth on Section 3.24(ii) of the Disclosure Schedule. In the case that any member of the Company Group subleases any real property to a third party, such member of the Company Group has been qualified to do so and all consents required for such subleases, including without limitation any consents required from any Governmental Authority, have been obtained by such member of the Company Group. The particulars of the Leases as set out in Schedule 3.24(ii) of the Disclosure Schedule are true, accurate and complete in all material respects. (iii) None of the Company Group uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. No default or event of default on the part of any member of the Company Group or event which, with the giving of notice or passage of time or both, would constitute a default or event of default has occurred and is continuing unremedied or unwaived under the terms of any of the Leases. There exists no pending, or to the Knowledge of the Warrantors, threatened condemnation, confiscation, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of any Lease. The Leases are adequate for the conduct of the Business of the Company Group as currently conducted. (iv) No member of the Company Group has received written notice of any condemnation or eminent domain proceeding with respect to any of its interest in the existence of Leases and is not in negotiations with any outstanding Order or of Governmental Authority with respect to any pending Actionsuch proceedings, and, and to the knowledge Knowledge of the CompanyWarrantors, there is no such Order threatened condemnation or Action threatened eminent domain legal proceedings with respect to any of its interest in writingthe Leases. To the Knowledge of the Warrantors, relating there are no circumstances that would entitle any Governmental Authority or other Person to the ownership, lease, take possession or otherwise restrict use, occupancy possession or operation by the Company or occupation of property under any Company Subsidiary of the Leased Real PropertyLeases.

Real Property. (a) Neither the Company nor any Company Subsidiary its Subsidiaries owns or has owned, any real property. . (b) Section 3.22 4.15(b) of the Company Disclosure Schedule sets forth (i) an accurate Schedules contains a true and complete list of all each parcel of real property leased, subleased or otherwise occupied by leased under the Company or any Company Subsidiary Real Property Leases (collectively, the “Leased Real Property”). The Company and its Subsidiaries have made available to Buyer a true and complete copy of each such written Real Property Lease, and in the case of any oral Real Property Lease, a brief written summary of the material terms of such oral Real Property Lease. Except as set forth in Section 4.15(b) of the Company Disclosure Schedules with respect to each of the Real Property Leases: (i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Real Property Lease by the other party thereto and the Bankruptcy and Equity Exceptions; (ii) neither the address for each Leased Company nor its Subsidiaries are in material breach or default under such Real PropertyProperty Lease, and to the Company’s Knowledge, 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; and (iii) to the Company’s Knowledge, the counterparty to such Real Property Lease is not in material breach or default under such Real Property 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 description material breach or material default. (c) The Leased Real Property constitutes all of the applicable lease, sublease real property occupied or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable operated by the Company or any Company Subsidiary related to each and its Subsidiaries in connection with the Business. To the Company’s Knowledge, no portion of the Leased Real Property. No Lease Agreement Property is subject to any Lien granted pending or threatened condemnation or other similar proceeding by any Governmental Entity. Except as disclosed in Section 4.15(c) of the Company Disclosure Schedules, there are no Contracts to which the Company or its Subsidiaries are a party granting to any Company Subsidiary, including any third party the right to the of use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession portion of the parcels of the Leased Real Property. Each parcel of To the Company’s Knowledge, the improvements and fixtures on the Leased Real Property is are in material compliance with all Laws applicable 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. (d) To the Company’s Knowledge, there are no outstanding third party options, rights of first offer or rights of first refusal to such purchase the Leased Real Property. Property or any portion thereof or interest therein. (e) Neither the Company nor any Company Subsidiary of its Subsidiaries has received written notice of assigned, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or encumbered any Action interest in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no any such Actions threatened in writing, affecting any portion of the Leased Real Property Lease and neither the Company nor any Company Subsidiary has received written notice each such Real Property Lease is free of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyall Liens other than Permitted Liens.

Real Property. Neither the The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 3.7 of the Disclosure Schedules sets forth a complete and correct list of all leases and subleases of each Leased Real Property facility of the Company Disclosure Schedule sets forth (i) an accurate as of the date hereof and complete list the address of each such property, and such Leased Real Property constitutes all of the real property leasedused in the operation of the Company’s business. Except as set forth in Section 3.7 of the Disclosure Schedules and except as would not reasonably be expected to be material, subleased or otherwise occupied by the Company has good and valid title to the leasehold interest under the lease or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address sublease for each such Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor free and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy clear of any Leased Real PropertyLiens, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion ’s possession and quiet enjoyment of the Leased Real Property has not been disturbed, and neither the Company nor is not in breach or default under any such lease or sublease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such lease. Each lease or sublease for the Leased Real Property is valid, binding and enforceable against the Company Subsidiary and is in full force and effect, subject to proper execution of such lease or sublease by the other parties thereto and has not been modified, and the transactions contemplated hereby do not require the consent of any other party to such lease or sublease and will not result in a breach of or default under such lease or sublease. To the Knowledge of the Sellers, there are no disputes with respect any lease or sublease for the Leased Real Property and the Company has not received written or provided any notice of the existence any intention to terminate any such lease or sublease. The Company has provided Purchaser with complete and correct copies of any outstanding Order or of any pending Action, and, all lease agreements with respect to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an No Company owns any Real Property. Schedule 3.11(b) sets forth a true, accurate and complete list description of all real property Real Property leased, subleased licensed to or otherwise used or occupied by the Company or any Company Subsidiary Companies (collectively, the “Leased Real Property”), (ii) including the address for each thereof, the annual fixed rental, the name of the lessor or licensor, the expiration of the term, any extension options and any security deposits. The Leased Real Property comprises all of the Real Property interests used in the conduct of the business and operations of the Companies. Each Company owns good and marketable title to its respective estates in the Leased Real Property, (iii) a description free and clear of any Encumbrances other than Permitted Encumbrances. No Company has granted any Person the right to occupy or use any of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, including by lease, license, assignment or sublease and no Person, other than Permitted Liens. The Company or a Company, is in possession of any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession portion of the Leased Real Property. Each parcel Other than with respect to the Affiliate-Owned Real Property, no Affiliate of any Seller is the owner or lessor of any Leased Real Property. (ii) A true and correct copy of each lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the “Real Property Leases”) has been delivered to the Buyer, and no changes have been made to any Real Property Lease since the date of delivery. Each Real Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms. There are no existing breaches or defaults by any Company or the lessor under any Real Property Lease and no event has occurred or right exists which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any Real Property Lease by any party or give any party the right to terminate, accelerate or modify any Real Property Lease. (iii) Use of the Leased Real Property for the various purposes for which it 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 Improvements located on the Leased Real Property are in material compliance with all Laws applicable Laws, including those pertaining to such zoning, building and the disabled. No part of any Improvement encroaches on any Real Property not included in the Leased Real Property and there are no Improvements primarily situated on adjoining property which encroach on any part of the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain. (iv) There is no pending condemnation, expropriation, condemnation eminent domain or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, Proceeding affecting all or any portion of the Leased Real Property and neither the Company nor Property. The Sellers have not received any Company Subsidiary has received written notice of the existence or oral notice of any outstanding Order or of any pending Actionsuch Proceeding, and, to the knowledge of the CompanySellers’ Knowledge, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyProceeding is contemplated.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 4.16(a) of the Company Disclosure Schedule sets forth (i) an accurate Letter contains a true and complete list as of the date hereof of all real property leasedowned by the Company and/or the Company Subsidiaries, subleased including the address and tax parcels thereof (the “Owned Real Property”). The Company or otherwise occupied by a Company Subsidiary has good and valid fee simple title to the Owned Real Property, free and clear of all Liens, other than Permitted Liens. During the past three (3) years, none of the Company or any Company Subsidiary has received written notice that the Company Real Property or any buildings, structures or appurtenances thereon, nor the use, occupancy or operation thereof, violates any Law or Order which has or would reasonably be likely to, individually or in the 57 (b) Section 4.16(b) of the Company Disclosure Letter contains a true and complete list of all (i) Material Leased Real Property and (ii) leases with respect to any Material Leased Real Property (collectively, the “Leased Real PropertyProperty Leases”). True, (ii) the address for each Leased complete and correct copies of such Real PropertyProperty Leases have been made available to Purchaser, (iii) a description of the applicable lease, sublease or other Contract therefor and any and together with all amendments, modifications, supplements, waivers and side letters relating thereto and (iv) the current rent amounts payable by the related thereto. The Company or any a Company Subsidiary related has good and valid leasehold interests or other rights to each Leased Real Property. No Lease Agreement is subject to any Lien granted by use all of the Company or any Company Subsidiary, including any right to the use or occupancy of any Material Leased Real Property, other than in each case free and clear of all Liens, except Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary is in material breach of or material default under any Real Property Lease, and no event has received written notice occurred or is reasonably expected to occur that (with or without notice, lapse of time or both) would constitute a material breach or material default under any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to Real Property Lease. To the knowledge Knowledge of the Company, no other party to any Real Property Lease is in material breach of or material default under any such Real Property Lease, and no event has occurred or is reasonably expected to occur that (with or without notice, lapse of time or both) would constitute a material breach or material default under any Real Property Lease. Except as provided in Section 4.16(b) of the date hereofCompany Disclosure Letter, each Real Property Lease is valid, binding and enforceable in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles) and is in full force and effect, and there are no such Actions threatened in writingleases, affecting subleases or other Contracts granting to any Person the right to use or occupy any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Owned Real Property.

Real Property. Schedule 3.01(j) of the Disclosure Schedule lists all real property leases to which the Company or any of the Subsidiaries is a party as a lessee (the “Company Real Property Lease Agreements”). None of the Company or any Subsidiary owns or, at any time, has owned any real property. Each of the Company and each Subsidiary has a valid and binding leasehold interest in the property that is the subject of the Company Real Property Lease Agreements free and clear of all Liens, except for Permitted Liens. The Company has made available to Parent true, correct and complete copies of each Company Real Property Lease Agreement, including all amendments thereto; and no term or condition of any of the Company Real Property Lease Agreements has been modified, amended or waived except as shown in such copies. The premises subject to the Company Real Property Lease Agreement are hereinafter referred to as “Company Leased Property.” Neither the Company nor any Company Subsidiary owns is in default under any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate Real Property Lease Agreements, nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause a default, nor has any waiver, indulgence or postponement of any of the Company’s or any Subsidiary’s obligations, as lessees, been granted by any owner of the Company Real Property Lease Agreements Leased Property. No Company Leased Property is occupied by a third party other than the Company or any Subsidiary. The Company has provided to Parent complete and complete list correct copies of all real property leasedthe Company Real Property Lease Agreements, subleased including all amendments thereto; and no term or otherwise occupied condition of any of the Company Real Property Lease Agreements has been modified, amended or waived except as shown in such copies. There are no transfers, mortgages or assignments by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description in effect with respect to any of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by their interests in the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property Lease Agreements; and neither the Company nor any Company Subsidiary has received written notice is a party to any other agreements or arrangements which materially affect the Company’s or the Subsidiary’s use or occupancy of any of the existence of any outstanding Order or of any pending Action, and, to the knowledge of Company Leased Property. To the Company’s knowledge, there is no such Order pending or Action threatened in writingwritten threat of condemnation or similar proceeding affecting any Company Leased Property or any portion thereof, relating each Company Leased Property is supplied with utilities and other services sufficient to operate the ownership, lease, use, occupancy or operation by business of the Company or any Company Subsidiary Subsidiary, as applicable, as presently conducted and neither the operations of the Company or any Subsidiary on the Company Leased Real PropertyProperty violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the particular property or such operations. The Company Leased Property is in good operating condition and repair, subject to normal wear and tear.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 5.18(a) of the Company Disclosure Schedule sets forth (i) an accurate and complete Schedules contains a list of all real property leased, subleased subleased, licensed or otherwise used or occupied by the Company as lessee, sublessee, licensee or any Company Subsidiary otherwise (collectivelytogether with all improvements, fixtures, equipment, and machinery included therewith or therein or located thereon, and all easements and other rights and interests in real property appurtenant thereto and all rights and privileges under the leases related thereto, the “Leased Real Property”). Section 5.18(a) of the Disclosure Schedules contains a list of all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, SNDAs, and other agreements with respect thereto, pursuant to which the Company leases, subleases, licenses or otherwise uses and occupies each Leased Real Property (the “Leases”). The Company does not own, and has never owned, any real property. True, correct and complete copies of all Leases have been made available to Buyer. The Leased Real Property constitutes all of the real property and improvements leased, subleased, licensed or otherwise used or occupied by the Company, and no business activities of the Company takes place, occur or are located on lands other than those included in the Leased Real Property. The Company is not party to any Contract or option to purchase or lease any other real property or any portion thereof or interest therein. The Company has good and valid leasehold title to the Leased Real Property, subject to no Encumbrances other than Permitted Encumbrances. (b) No party to any Lease has threatened to cancel or not renew such Lease, nor has any party thereto threatened or alleged any material breach of such Lease. With respect to each Lease, (i) the Company is not in default thereunder, and, to the Knowledge of the Member, no event has occurred which with the giving of notice or passage of time, or both, would constitute a breach or default thereunder by the Company or any other party thereto, (ii) the address for each Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has never been disturbed, and there are no current material disputes with respect to such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease, (v) the Company has not subleased, licensed or otherwise granted any other Person the right to use or occupy such Leased Real Property or any portion thereof, and there are no Persons other than the Company occupying or holding valid rights to occupy such Leased Real Property, (iiivi) a description of the applicable leaseCompany has not collaterally assigned or granted any security interest in such Lease or any interest therein, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (ivvii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for its current use, and, to the Knowledge of the Member, there are no material structural or other physical defect or deficiency in the condition of such Leased Real Property, and there are no facts or conditions that would, individually or in the aggregate, interfere in any right to material respect with the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of such Leased Real Property is or any portion thereof in material compliance with all Laws applicable to such Leased Real Propertythe operation of the business of the Company as currently conducted thereon. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property nor the use or occupancy thereof violates in any way any applicable Permits, certificates of occupancy, covenants, conditions or restrictions, whether federal, state, local or private, and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyProperty or the holder of the leasehold interest therein has received all required Permits, certificates of occupancy, licenses, authorizations and approvals in connection with the use and occupancy thereof.

Real Property. (a) The Company does not own, and has never owned, any real property or any ownership interest therein. (b) Schedule 3.13(b) of the Disclosure Schedules sets forth the lease pursuant to which the Company leases the Leased Real Property (the “Lease”), a correct and complete copy of which has been furnished or otherwise made available to Parent. The Company does not lease, sublease or license any other real property. The Company has not received written notice of any claimed abatements, offsets, defenses or other basis for relief or adjustment with respect to the Lease. Neither the Company nor any Company Subsidiary owns other party or parties to the Lease have exercised or waived any real property. Section 3.22 expansion, renewal, rights of first offer, rights of first refusal or termination rights set forth in the Company Disclosure Schedule sets forth Lease. (ic) an accurate and complete list of all real property leased, subleased or otherwise occupied by With respect to the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiaryhas a good and valid leasehold interest in, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, and enjoys peaceful and undisturbed possession of, the Leased Real Property, free and clear of any and all Liens (other than Permitted Liens), covenants or title defects that have had or could reasonably be expected to have a material adverse effect on the Company’s use, occupancy or operation of the Leased Real Property. (d) The Company has not received any written notice of any violation of a building code or zoning or similar Law applicable to the Leased Real Property or of any defect in all or any portion of the Leased Real Property. (e) All maintenance and repairs have been made to the interior premises of the Leased Real Property in the normal course, and there is no deferred maintenance related to the interior premises of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the The Company, as of a tenant under the date hereofLease, there are no has not given written notice to the lessor under the Lease requesting that any such Actions threatened in writing, affecting lessor make certain repairs to all or any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation that remains uncured by the Company or any Company Subsidiary of the Leased Real Propertylessor.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 3.6(a) of the Company Disclosure Schedule sets forth (i) an accurate and complete a list of all real property leased, subleased or otherwise occupied by leases under which the Company or any Subsidiary of the Company leases real property as a lessee or sublessee (the “Real Property Leases;” all real property in which the Company or any Subsidiary (collectivelyof the Company holds a leasehold interest, whether as lessee or sublessee, the “Leased Real Property”), (ii) street address, approximate rentable square footage, monthly rent, expiration date and any renewal options with respect to the address Real Property Leases. Except for each the Leased Real Property, (iiiProperty and the Real Property Leases identified in Section 3.6(a) a description of the applicable leaseDisclosure Schedule, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by neither the Company or nor any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by of the Company owns any interest (fee, leasehold or otherwise) in any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liensreal property. The Company or any Company Subsidiary, as applicable, enjoys and its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there There are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, contracts to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by which the Company or any Subsidiary of the Company Subsidiary is a party granting to any other Person the right of use or occupancy of any material portion of the Leased Real Property. (b) The Company and its Subsidiaries hold a leasehold interest in the Leased Real Property, and the Company has granted no Encumbrance with respect to the leasehold interest other than Permitted Encumbrances and Encumbrances set forth on Section 3.5(a) of the Disclosure Schedule. (c) To the Knowledge of the Company, the use of the Leased Real Property by the Company and its Subsidiaries for the purposes for which it is currently being used conforms in all material respects to all applicable Legal Requirements (including those pertaining to public and private restrictions, fire, safety, zoning and building laws and ordinances, and laws relating to the disabled). To the Knowledge of the Company, Company has not received any written notice of any pending or threatened eminent domain, condemnation, zoning, or other Proceedings affecting the Leased Real Property that would result in the taking of all or any part of the Leased Real Property or that would prevent or hinder in any material respect the continued use of the Leased Real Property as currently used in the conduct of the Business. (d) To the Knowledge of the Company, all Improvements located on the Leased Real Property are in compliance in all material respects with all applicable Legal Requirements (including those pertaining to public and private restrictions, fire, safety, zoning and building laws and ordinances, and laws relating to the disabled). To the Knowledge of the Company, all such Improvements are in good operating condition and repair in all material respects for the requirements of the Business. (e) Complete and accurate copies of the Real Property Leases, including any and all amendments and modifications, have been made available by the Company to Buyer.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 of the Company Disclosure . (b) Schedule sets forth (i2.24(b) an accurate and complete is a list of all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the “Leases”) for real property leased, subleased or otherwise occupied by (the “Leased Property” under which the Company or any Company Subsidiary (collectively, of the Company’s Subsidiaries is the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease tenant,” “subtenant” or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by lessee party. Either the Company or any Company Subsidiary related the Company’s Subsidiaries has a good, legal and valid leasehold interest in and to each all of the Leased Real Property. No Lease Agreement is , subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than no Liens except for Permitted Liens. The Leases are in full force and effect and are enforceable in accordance with their respective terms. There exists no default or condition which, with the giving of notice, the passage of time or both, could constitute a default or permit a termination, modification or acceleration of rent under any Lease. The Company has previously delivered to Buyer true, complete and correct copies of all the Leases. Except as described on Schedule 2.24(b), no consent, waiver, approval or authorization is required from the landlord under any Company Subsidiary, Lease as applicable, enjoys peaceful and undisturbed possession a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) The Leased Real Property. Each parcel Property constitutes all of Leased Real Property is the real property owned, leased, occupied or otherwise utilized in material compliance connection with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge business of the Company, as of . Other than the date hereofCompany and the Company’s Subsidiaries, there are no such Actions parties in possession or parties having any current or future right to occupy any of the Leased Property. The Leased Property is in good condition and repair (normal wear and tear excepted) and is sufficient for the conduct of the business of the Company and the Company’s Subsidiaries. The Leased Property and all plants, buildings and improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Leased Property have been obtained, are in full force and effect and have not been violated. There is no pending or, to the Knowledge of Seller, any threatened in writingcondemnation proceeding, lawsuit or administrative action affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns (a) The Sellers do not own any real property. Section 3.22 Schedule 5.10(a) contains a true and 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 Company Disclosure Schedule sets forth Closing (i) an accurate and complete list of the “Real Property Leases”), with respect to all real property leasedused, subleased occupied or otherwise occupied by held for use in connection with the Company or any Company Subsidiary Business (collectively, the “Leased Real Property”). No Person has assigned, (ii) the address for each Leased transferred, conveyed, mortgaged, deeded in trust or encumbered its interest under any Real PropertyProperty Lease, (iii) a description or subleased all or any part of the applicable leasespace demised thereby, sublease or other Contract therefor and granted any and all amendmentsright to the possession, modificationsuse, side letters relating thereto and (iv) the current rent amounts payable by the Company occupancy or enjoyment of any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject option has been exercised under any of such Real Property Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered to the Purchaser with the corresponding Real Property Lease. None of the Sellers nor, to the Knowledge of the Sellers, any of the other parties to any Lien granted 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 disagreement exists between any of the parties to any of the Real Property Leases, and no event has occurred which with the passage of time or giving of notice, or both, would constitute a default under any of the Real Property Leases. (b) The Leased Real Property constitutes all of the land, buildings, structures, improvements, fixtures and other interests and rights in real property that are used or occupied by the Company or any Company SubsidiarySellers in connection with the Business. The Leased Real Property has access to public roads and to all utilities necessary for the operation of the Business as now conducted and proposed to be conducted. There is no pending or, including any right to the use or occupancy Knowledge of the Sellers, 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 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 Business are installed and operating, other than Permitted Liensand all installation and connection charges, to the Knowledge of the Sellers, are paid in full. The Company or any Company SubsidiaryEffective as of immediately prior to the Closing, as applicable, enjoys peaceful and undisturbed the Sellers are in sole possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither . (c) To the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge Knowledge of the Company, as of the date hereofSellers, there are no encroachments upon any of the parcels comprising the Leased Real Property (other than such Actions threatened encroachments as would not adversely 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 writinggood operating condition without structural defects, affecting any portion ordinary wear and tear excepted. 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 4306983-11 current and contemplated uses, ordinary wear and tear excepted. None of the improvements located on the Leased Real Property or uses being made of the Leased Real Property and neither constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Law. (e) To the Company nor any Company Subsidiary has received written notice Knowledge of the existence Sellers, the Leased Real Property is not subject to zoning, use or building code restrictions that would prohibit, and no state of any outstanding Order facts exists with respect to the Leased Real Property that would prevent, the continued leasing or use of any pending Action, andsuch Leased Real Property in the Business as now conducted or proposed to be conducted. Without limiting the foregoing, to the knowledge Knowledge of the CompanySellers, there is no such Order pending or Action threatened in writing, relating proposed Legal Proceeding to change or redefine the ownership, lease, use, occupancy or operation by the Company zoning classification of all or any Company Subsidiary portion of any of the Leased Real Property. (f) None of the Real Property Leases have been modified, amended or supplemented, except as specified in Schedule 5.10(a). (g) The landlords under the Real Property Leases have neither given nor received any written notice of default, which default remains uncured.

Real Property. Neither the (a) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 5.7(a) of the Company Disclosure Schedule sets forth (i) an accurate all leases and complete list of all subleases granting a right to use or occupy any leased real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leases”), including the identification of the lessee, lessor, sublessor or sublessee (if any) and the date and term thereunder (such property, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiaryhas legal, as applicablevalid and subsisting leasehold interests in, enjoys peaceful free and undisturbed possession clear of all Liens (except for Permitted Liens), to the Leased Real Property. Each parcel There is no action pending, or to the Knowledge of Leased Real Property is the Contributor Parties, threatened, that if adversely determined would interfere, in any material compliance respect, with all Laws applicable to such Leased Real Property. Neither the quiet enjoyment by the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting leasehold. The Company has not subleased any portion of the Leased Real Property to a third party. The Leased Real Property is all the real property used or held for use by the Company in connection with the operation of the Company Business. (b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, each parcel or item of Leased Real Property (i) has direct and adequate rights of ingress and egress and adequate water, sanitary sewer, drainage; electrical and gas; telephone and other communication utility services for the operation of the Company Business as currently conducted on such parcel or item of Leased Real Property; (ii) has all necessary occupancy and other certificates and permits, municipal and otherwise, for the lawful use and occupancy of the Leased Real Property for the Company Business, which occupancy and other certificates and permits are valid and in full force and effect; (iii) is in compliance with any and all Laws applicable to or affecting such Leased Real Property; (iv) does not have any outstanding notice of violation or correcting work order for such Leased Real Property issued to the Company from any Governmental Body or any insurance company; and (v) does not have any pending special or other assessments for public improvements or otherwise affecting such Leased Real Property. (c) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, the improvements located on the Leased Real Property (the “Facilities”) are being used, occupied, and maintained by the Company, in accordance with all applicable easements, matters of record, Contracts, permits, certificates of occupancy, licenses, insurance requirements, restrictions, building setback lines, covenants and reservations, except where the failure to use, occupy or maintain such improvements in accordance with the foregoing would not, individually or in the aggregate, reasonably be expected to be material to the Company. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, certificates of occupancy and all other material licenses, permits, authorizations, and approvals required by any Governmental Body having jurisdiction over the Leased Real Property have been issued for the Company’s occupancy of each of such improvements and all such certificates, licenses, permits, authorizations and approvals have been paid for and are in full force and effect. No casualty, damage or loss, other than ordinary wear and tear, has occurred with respect to the Facilities which has not been fully repaired, other than those for which repairs are being actively conducted in the Ordinary Course of Business. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, the Facilities, including roofs, are in good order and state of repair, are free from material structural and material mechanical defects and have been used by the Company in the Ordinary Course of Business and remain as of the Closing Date in suitable and adequate condition for such continued use. The Company has not received any correspondence from a Governmental Body or landlord or counterparty to any Lease that any Leased Real Property (or portion thereof) is in violation of applicable Law or requires any repairs or improvements. The Company has not deferred maintenance of the Facilities in contemplation of the Transactions. (d) True, correct and complete copies of all Leases for the Leased Real Property have been made available to Acquiror. Each of the Leases is a valid and binding agreement of the Company, and is in full force and effect, and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, andnor, to the knowledge Knowledge of the CompanyContributor Parties, there any other party thereto is no in default or breach in any material respect under the terms of any such Order Lease. No event has occurred that constitutes, or Action threatened in writingthat with or without the giving of notice or the passage of time or both would constitute, relating to the ownership, lease, use, occupancy or operation a default by the Company or any Company Subsidiary or, to the Knowledge of the Leased Real PropertyContributor Parties, the applicable landlord or other counterparty under such Lease.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure (a) Schedule 4.12(a) sets forth a complete list of (i) an accurate and complete list of all real property leased, subleased or otherwise occupied and interests in real property owned by the Company or any Company Subsidiary (individually, an "Owned Property" and collectively, the “Leased Real Property”"Owned Properties"), and (ii) all real property and interests in real property leased by any Company as lessee (the "Leased Properties," and, the leases relating thereto, the "Real Property Leases"). The Owned Properties and the Leased Properties are referred to herein as the "Company Properties." The Company Properties constitute all of the material real property and interests in real property currently used in the conduct of the Businesses. (b) A Company has fee simple (or equivalent) title to all Owned Property, free and clear of all Liens of any nature whatsoever except (i) Liens set forth on Schedule 4.12(b), and (ii) Permitted Exceptions. Except as set forth on Schedule 4.12, no Company has leased or otherwise granted to any Person the right to use or occupy any Company Properties or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Properties or any portion thereof or interest therein. (c) Subject to the matters as set forth on Schedule 4.12 and receipt of the consents listed on Schedule 4.6(b), with respect to each of the Real Property Leases for a manufacturing facility or a material warehouse: (i) such Real Property Leases are legal, valid, binding, enforceable and in full force and effect subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) the address for each Leased transaction contemplated by this Agreement does not require the consent of any other party to such Real PropertyProperty Lease, will not result in a default under such Real Property Lease, and will not otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect following the Closing Date; and (iii) a description neither any Seller nor Company is in default in any material respect under any Real Property Lease, nor, to the Knowledge of the applicable leaseSellers, sublease or is any other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject party to any Lien granted by the Company or Real Property Lease in default thereunder in any Company Subsidiary, including any right material respect. (d) Subject to the use or occupancy of any Leased Real Propertymatters as set forth on Schedule 4.12, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has Companies have not received written notice of any Action pending or contemplated condemnation, expropriation or other proceeding in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge domain affecting any material parcel of the CompanyCompany Properties or any material portion thereof or material interest therein, or any violations or applicable building, zoning, subdivision, health and safety, and other land use Laws, or insurance requirements affecting the Owned Properties which remain uncured as of the date hereofClosing, there are no such Actions threatened other than those violations which would not, individually or in writingthe aggregate, affecting any portion of the Leased Real Property and neither the have a Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyMaterial Adverse Effect.

Real Property. Neither (a) Schedule 3.20(a) indicates which parcels of Real Property constitute owned Real Property (the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule “Owned Real Property”), and sets forth (i) an accurate and complete list (in all material respects) legal description of the Owned Real Property. The Owned Real Property constitutes all of the real property leased, subleased or otherwise occupied owned by the Company that is used or any held for use in connection with the Business. The Company Subsidiary is in possession of all Owned Real Property. Except as set forth in Schedule 3.20(a), the Company has good and defensible title in fee simple absolute to such Owned Real Property free and clear of all Liens except for Permitted Liens. Such Owned Real Property is sufficient to permit the Business to operate in the historical ordinary course of business. (collectively, b) Schedule 3.20(b) indicates which parcels of Real Property constitute leased Real Property (the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) and sets forth a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion list of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice (including all known right of way agreements), except as indicated on Schedule 3.20(b). The Leased Real Property constitutes all of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation real property leased by the Company (including all known right of way agreements), that is used or held for use in connection with the Business. The Leased Real Property is sufficient to permit the Business to operate in the historical ordinary course of business. (c) There are no contracts affecting the title to or possession of any Company Subsidiary of the Leased Real Property other than those set out in Schedule 3.20(b). (d) Neither the whole nor any portion of the Real Property has been condemned, requisitioned, or otherwise taken by any public authority, and no notice of any such condemnation, requisition, or taking has been received by the Company. To the Company’s Knowledge, no such condemnation, requisition, or taking is threatened or contemplated. The Company has no Knowledge of any public improvements that may result in special assessments against the Real Property. (i) The Real Property is in compliance in all respects with all applicable zoning, building, health and fire laws, (ii) the zoning of each parcel of Real Property permits the existing improvements and the continuation following consummation of the transactions contemplated hereby of the Business as presently conducted thereon, (iii) the Company has all licenses, certificates of occupancy, permits, and authorizations required to conduct the Business as currently conducted by the Company on the Real Property, (iv) the Company has such easements and rights as are necessary to conduct the Business as currently conducted by the Company on the Real Property, and (v) no fact or condition exists that has resulted or is reasonably likely to result in the termination or impairment of access to the Real Property or discontinuation of sewer, water, electric, gas, telephone, waste disposal, or other utilities necessary to conduct the Business on the Real Property. (f) The Company has delivered or made available to Purchaser accurate, correct, and complete (in all material respects) copies of all valid and existing deeds, leases, mortgages, deeds of trust, certificates of occupancy, easements, right of way agreements, existing title insurance policies, title reports, surveys, and all amendments thereof that are within the Company’s possession or control with respect to any Real Property.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule 2.10(a) sets forth a true and complete list of, as of the date of this Agreement: (i) an accurate each parcel of owned Real Property, identified by street address and complete list (ii) each parcel of all real property Real Property leased, subleased or otherwise occupied licensed by the Company or any Company Subsidiary Entity, identified by street address (collectivelyand setting forth, with respect to each, its store number, square footage, and the “Leased Real Property”)commencement and expiration dates, (ii) the address for each Leased Real Propertyall renewal and termination options, (iii) a description of the applicable and all rental and other charges payable under its lease, sublease or license agreement, as the case may be) (collectively, “Leases”). The Real Property identified on Company Disclosure Schedule 2.10(a) comprises all the real property owned, leased, subleased or licensed by any Company Entity. No Company Entity has any other Contract therefor possessory interest in any other land or buildings other than the Real Property and, except as set forth on Company Disclosure Schedule 2.10(a) and as contemplated in Section 5.14, no Company Entity has entered into any legally binding agreement for the purchase or lease of any such interest. The Company Entities, as applicable, have good and all amendmentsmarketable fee simple title to each owned Real Property, modificationsand valid leasehold interests in the leased Real Property free and clear of any Liens other than Permitted Liens. With respect to the Leases, side letters relating thereto each is valid, is in full force and (iv) effect with respect to the current rent amounts payable applicable Company Entity and, to the Knowledge of the Company, each other party thereto, and is enforceable against the applicable Company Entity and, to the Knowledge of the Company, each other party thereto, except as enforceability may be limited by the Remedies Exceptions. None of the Company Entities nor, to the Knowledge of the Company, any other party to any Lease is in breach thereof or default thereunder in any material respect, except for such breaches and defaults as to which requisite waivers or consents have been obtained in writing (provided that no representation is made with respect to whether any Immaterial Leases require a consent or waiver to consummate the Transactions), and there exists no event which, with notice or lapse of time or both, would constitute a material default thereunder by any Company Subsidiary related Entity. No Company Entity has received any written notice that any lessor or sub-lessor is canceling or terminating any lease or sublease of any Real Property, except any such notice that has been withdrawn or otherwise resolved. Except as set forth on Company Disclosure Schedule 2.10(b), no Company Entity has subleased, licensed or otherwise granted any Person the right to each Leased use or occupy any of the owned or leased Real Property. No Lease Agreement is subject to Except as set forth on Company Disclosure Schedule 2.10(c), no Company Entity has received any Lien granted by the Company written notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of its owned or leased Real Property (excluding, with respect to leased Real Property, any such proceeding that would not reasonably be expected to materially impair its current use of such leased Real Property). To the Knowledge of the Company, each Company SubsidiaryEntity has complied in all material respects with all Laws applicable to the ownership and/or operation, including any right as applicable, of its owned or leased Real Property, except where the failure to comply would not reasonably be expected to materially impair its current use of such Real Property. The Seller has made available to the Buyer true and complete copies of all leases, subleases and other material agreements pertaining to the use or occupancy of any Leased Real PropertyProperty by any Company Entity in the possession of Seller or any Company Entity. Except as set forth on Company Disclosure Schedule 2.10(d), no Company Entity is obligated to pay any leasing or brokerage commission relating to any Real Property that has not been paid in full. Except as set forth on Company Disclosure Schedule 2.10(e), no material construction, alteration or other leasehold improvement work with respect to any lease or sublease of Real Property remains to be paid for or to be performed by any Company Entity, other than Permitted Liens. The Company any such payment or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession work having a cost of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyless than $150,000 on a per project basis.

Real Property. (a) Neither the Company nor any Company Subsidiary owns of its Subsidiaries holds the fee or the equity of redemption in, or any other power to control the disposition of, or any beneficial or other ownership interest whatsoever in any real property. (b) The Seller Disclosure Schedule lists all Real Property Leases, expiry dates and base rental amounts. Section 3.22 Complete and correct copies of each Real Property Lease have been provided to Purchaser. Each Real Property Lease is in full force and effect, has not been amended and is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leasedor its Subsidiaries and, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy Knowledge of any Leased Real PropertySellers, of each other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property Person that is in material compliance with all Laws applicable to such Leased Real Propertya party thereto. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domainany, expropriation, condemnation or other similar Actions that are pending, and, and to the knowledge of the CompanyCompany there is no, as default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder which remains uncured. Neither the Company nor any Subsidiary has assigned or transferred all or any portion of its interests in the Real Property Leases. Neither the Company nor any Subsidiary has subleased to any Person any of the date hereofreal property which is the subject of any Real Property Lease. There are no disputes under any of the Real Property Leases in relation to the state of repair of the premises demised or otherwise. Each Real Property Lease has not been assigned or encumbered by the Company or any Subsidiary. There are no letters or other documents signed by the Company or any of its Subsidiaries under each Real Property Lease waiving or releasing any of the tenant's material rights or making material accommodations of any kind. (c) To Sellers' Knowledge, there are is no such Actions proceeding pending or threatened in writing, affecting for the taking or condemnation of all or any portion of the Leased premises demised under the Real Property Leases. The Company and its Subsidiaries hold a valid and existing leasehold interest under the Real Property Leases, free and clear of any Liens (except Permitted Liens), except for real property Taxes, if any affecting properties of which the premises demised under the Real Property Leases form a part, not yet due and payable. There is no brokerage commission or finder's fee due from the Company or any Subsidiary and unpaid with regard to any of the Real Property Leases, or which will become due at any time in the future with regard to any Real Property Lease. (d) Except as set forth on the Seller Disclosure Schedule, the premises demised under the Real Property Leases are adequate and sufficient for the current operations of the Company's and Subsidiaries' business. (e) Neither the Company nor any Subsidiary has received any written notice that any portion of any of the security deposits under the Real Property Leases has been applied or retained by the lessor or licensor or sublessor thereunder. Neither the Company nor any Subsidiary has, in the last five years, with respect to any Real Property Lease, (i) made, asserted or has any defense, set off or counterclaim, (ii) claimed or is entitled to "free" rent, rent concessions, rebates or rent abatements, or (iii) has questioned or disputed its share of any additional rent or other charges required to be paid under such Real Property Lease. Except as set forth in the Seller Disclosure Schedule, neither the Company nor any Subsidiary has exercised any option granted to it under any such Real Property Lease to (A) cancel or terminate such Real Property Lease or lessen the term thereof, (B) renew or extend the term thereof or (C) take additional space. There are no written or oral promises, understandings or commitments between the Company or any Subsidiary, on the one hand, and each other Person that is a party to such Real Property Lease, on the other hand, other than those contained in such Real Property Lease. (f) Neither the Company nor any Subsidiary has received written notice that the premises demised under each of the existence Real Property Leases and the uses presently made thereof (including the number of parking and loading spaces, if applicable, provided on the premises) contravene any outstanding Order or of any pending Action, applicable Laws and, to the knowledge Knowledge of the CompanySellers, there is are no such Order outstanding work orders, deficiency notices, action request notices or Action threatened in writingother notifications of non-compliance or contravention of the premises or any part thereof, relating and to the ownershipKnowledge of the Sellers, lease, use, occupancy or operation there are no active municipal files in regard to any of the said premises and the building and other improvements upon each of the said premises have been constructed in accordance with permits issued by the Company or any Company Subsidiary local municipality. (g) To the Knowledge of the Leased Sellers, the premises demised by each of the Real PropertyProperty Leases is fully serviced, including storm and sanitary sewers, hydro, water, gas, telephone and paved roads, and each of the said premises has free and unfettered access to and from said roads by existing entrances and exits without requiring any permit therefor from any Governmental Authority. (h) Except as set forth on the Seller Disclosure Schedule, none of the Real Property Leases prohibits or requires a consent for a change in the voting control of the tenant thereunder.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 3.22 3.12(a) of the Company Seller Disclosure Schedule sets forth contains or references in the Data Room (i) an accurate and complete list of all real property leased, subleased in which any Acquired Company has a right to use or otherwise occupied by the Company or any Company Subsidiary occupy (collectively, the “Leased Real Property”), ) and (ii) a correct legal description and parcel identification number of all real property in which any Acquired Company has an ownership interest (collectively, the address for each “Owned Real Property”). The Owned Real Property and the Leased Real Property are referred to in this Agreement collectively as the “Company Real Property”. All real properties the Acquired Companies use when conducting their business are either owned or are used by the Acquired Companies under the lease agreements referred to in clause (d) below. (b) Each Acquired Company has good and marketable title to its Owned Real Property and valid leasehold interests in its Leased Real Property, (iiifree and clear of any Encumbrances, except as described in Section 3.12(b) a description of the applicable lease, sublease Seller Disclosure Schedule or other Contract therefor the Data Room. (c) The Owned Real Property is land (without hazardous material deposited on or in it and only with structures than can be torn down without having to observe any special and all amendments, modifications, side letters relating thereto and (ivcostly waste disposal procedures) which is suitable for the current rent amounts payable purpose it has been acquired for by the respective Acquired Company or any Company Subsidiary related to each Leased Real Propertyand the planned project is in line with applicable Laws. No Lease Agreement is subject Acquired Company has granted to any Lien granted by Person the Company or any Company Subsidiary, including any right to use (other than a right to the former owner of the land to use it which is fully revocable with immediate effect at any time), Encumber, or occupancy occupy any portion of any Leased the Owned Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel . (d) All lease agreements in respect of Leased Real Property is are in force and the Acquired Companies are in material compliance with all Laws applicable to the terms of these lease agreements. Except as set forth in section 3.12(d) of the Seller Disclosure Schedule, no such Leased Real Property. Neither the Company nor any Company Subsidiary lease agreement has received written notice of any Action in eminent domain, expropriation, condemnation been terminated or other similar Actions that are pending, andis, to the knowledge best of the CompanyFounders’ Knowledge, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, announced to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertybe terminated.

Real Property. Neither the (i) The Company nor any Company Subsidiary owns does not own any real property. Section 3.22 of the Company Disclosure . (ii) The attached Real Property Schedule 5X sets forth (i) an accurate and complete a list of all ------------------------- leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "Leases") for real property (the "Real ------ ---- Property") to which the Company is a "tenant," "subtenant," or other lessee -------- party. The Company has a good and valid leasehold interest in and to all of the Real Property, subject to no Liens except Permitted Liens. Each Lease is in full force and effect and is enforceable in accordance with its terms. There exists no default or condition which, with the giving of notice, the passage of time or both, could become a default under any Lease. The Company and the Sellers have previously delivered to Parent true and complete copies of all the Leases. Except as described on Consents Schedule 5D, no -------------------- consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (iii) The Real Property constitutes all of the real property leased, subleased occupied or otherwise occupied by utilized in connection with the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description business of the applicable leaseCompany. Other than the Company, sublease there are no parties in possession or other Contract therefor and parties having any and all amendments, modifications, side letters relating thereto and (iv) current or future right to occupy any of the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither good condition and repair and is sufficient and appropriate for the Company nor any Company Subsidiary has received written notice conduct of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge business of the Company. The Real Property and all plants, as buildings and improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the date hereofReal Property have been obtained, there are in full force and effect and have not been violated. There exists no such Actions threatened in writingviolation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property. All improvements located on the Real Property have direct access to a public road adjoining such Real Property. No such improvements or accessways encroach on land not included in the Real Property and neither no such improvement is dependent for its access, operation or utility on any land, building or other improvement not included in the Company nor Real Property. There is no pending or any Company Subsidiary has received written notice threatened condemnation proceeding affecting any portion of the existence Real Property. There are no outstanding options or rights of first refusal with respect to the purchase or use of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property, any portion thereof or interest thereon. The Company is not obligated to purchase or lease any real property.

Real Property. Neither the 3.11.1. Except as described in Schedule 3.11, no Acquired Company nor any Company Subsidiary owns or has ever owned any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all 3.11 describes each leasehold interest in real property leased, subleased by, licensed or otherwise occupied with respect to which a right to use or occupy has been granted to or by any of the Company or any Company Subsidiary Acquired Companies (collectively, the “Leased Real Property”), and specifies the lessor(s) of such leased property, the Acquired Company occupying such leased property, and identifies each lease or any other Contractual Obligation under which such Real Property is leased (iithe “Real Property Leases”). The Acquired Companies are in material compliance with all of their obligations under the Real Property Leases. Except as set forth on Schedule 3.11, the consummation of the Contemplated Transactions will not result in the violation of any of the terms of any Real Property Leases or trigger any obligation to deliver notice or obtain consent from any lessor under any of the Real Property Leases. Each Real Property Lease is a binding contract enforceable pursuant to its terms. There are no ongoing events of default (as and if such term is used in each Real Property Lease) or material defaults by the address for each Leased Acquired Companies or, to the Company’s Knowledge, by any other Person under any of the Real Property Leases, and the Company has not received written notice of default by any other Person and no facts or conditions exist that would result in an event of default or material default upon the delivery of notice or passage of time. Except as described on Schedule 3.11, there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations of the Company granting to any other Person the right of use or occupancy of the Real Property and there is no Person (other than an Acquired Company and any lessor(s) of leased Real Property, (iii) a description in possession of the applicable leaseleased Real Property. The Acquired Companies hold valid title to the leasehold estate (as lessee or sublessee) in all Real Property Leases, sublease or other Contract therefor set forth on Schedule 3.11, in each case free and any clear of all liens, except for Permitted Encumbrances. 3.11.2. The Company has delivered to Buyer true, correct and complete copies of the Real Property Leases including all amendments, modifications, side letters relating or memoranda of lease thereto and (iv) all estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto and any other ancillary agreements thereto. No Real Property Lease has been or, to the current rent amounts payable Company’s Knowledge, is threatened to be terminated by the Company relevant lessor. None of the Acquired Companies have received any written notice from any Governmental Authority or other third party asserting any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject violation of any law with respect to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Lienswhich alleged violation remains unresolved (without on-going obligation). The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession None of the Leased Acquired Companies have received any written notice from any of the lessors under the Real Property Leases evidencing or asserting any disputes related to the Real Property, which have not been resolved without on-going obligations (beyond compliance with the terms of the applicable Real Property Lease). 74163855_1 3.11.3. Each Real Property is supplied with utilities and other services necessary for its operation as currently operated or proposed to be operated, all of which utilities and other services are, to the Company’s Knowledge, provided via public roads or via permanent, irrevocable appurtenant easements benefitting the parcel of Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable abuts on, and has direct vehicular access to, a public road, or has access to such Leased a public road via a permanent, irrevocable appurtenant easement benefitting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Business. 3.11.4. Neither All Permits related to the Company’s use of the Real Property and the lawful occupancy thereof have been issued by the appropriate Governmental Authorities, except as would not reasonably be expected to result in a Material Adverse Effect. All such Permits will continue in full force and effect immediately after giving effect to the Contemplated Transactions. To the Company’s Knowledge, the Real Property and its current use, occupancy and operation by the Acquired Companies do not violate or conflict with any covenants, conditions, restrictions or other Contractual Obligations to which any of the Acquired Companies, or to the Company’s Knowledge, any other Person, is subject, including in each case the requirements of any applicable Encumbrances thereto. No Acquired Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, proceeding with respect to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property, and no such proceedings are pending or, to the Company’s Knowledge, threatened. 3.11.5. The Real Property and neither the Company nor any Company Subsidiary has received written notice buildings, structures, equipment and improvements that are located on or constitute part of the existence of leased Real Property and the use thereof by the Acquired Companies conform to all laws and regulations (including under any outstanding Order applicable building, zoning, subdivision or of any pending Actionother land use requirements), andare in good operating condition and repair in all material respects (subject to normal wear and tear), to and are suitable, adequate and sufficient in all material respects for the knowledge purposes for which such facilities are used. All structural, mechanical and other physical systems that constitute part of the Companyfacilities, there is no such Order including the walls, roofs and structural elements of all buildings and structures and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included as part of or Action threatened located on the Real Property are in writinggood operating condition and repair in all material respects (subject to normal wear and tear). No condition or defect in the Real Property exists that would reasonably be expected to result in a material increase in the cost of maintenance, relating to the ownership, lease, use, occupancy repair or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. (a) Neither Seller nor the Company nor any Company Subsidiary owns any real property. Section 3.22 , individually or collectively, in whole or in part. (b) Schedule 4.6(a) of the Company Seller Disclosure Schedule Schedules sets forth (i) an accurate a correct and complete list of the Combined Leased Real Property and a correct and complete list of the Combined Leases pertaining to the Combined Leased Real Property. Seller will make available true and complete copies of all Combined Leases to Purchaser. Except for the Excluded Leased Real Property, Leased Real Property located outside the United States and India Leased Real Property located outside of India, the Combined Leased Real Property constitutes all of the real property leased, subleased leased or otherwise occupied by Seller. Each Combined Lease is valid, binding, in full force and effect and enforceable in accordance with its respective terms against Seller or the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and, to Seller’s Knowledge, each other party to such Combined Lease, and, to Seller’s Knowledge, the Combined Leases will continue to be legal, valid, binding, enforceable and undisturbed possession in full force and effect on the same material terms immediately following the consummation of the transactions contemplated hereby. Seller and the Company Subsidiary, as applicable, hold a valid and existing leasehold interest in the Combined Leased Real Property, in each case free and clear of any Encumbrance (other than Permitted Encumbrances). Each parcel Seller and the Company Subsidiary are in material compliance with the terms of all of the Combined Leases, and there are no existing material defaults or material breaches and there has not occurred any event that, with the passage of time or the giving of notice or both, would constitute a material default or material breach under any of the Combined Leases by Seller or the Company Subsidiary or, to Seller’s Knowledge, by any other party to any Combined Lease. Neither Seller nor the Company Subsidiary has given or received any written notice alleging any default under any Combined Lease or given or received any written notice that any party to any Combined Lease intends to cancel or terminate such Combined Lease. Neither Seller nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its interest in the Combined Leased Real Property or any of its rights under any Combined Lease. (c) Except as set forth on Schedule 4.6(c) of the Seller Disclosure Schedules there are no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which Seller or the Company Subsidiary is granting any Person any right to use, occupy, enjoy or otherwise obtain a real property interest in all or any portion of any Combined Leased Real Property. (d) To Seller’s Knowledge, the Combined Leased Real Property is in material compliance with all Laws applicable related to the Business as it is currently conducted on such Combined Leased Real Property. Neither Seller and the Company nor any Company Subsidiary has received written notice are in material compliance with all Encumbrances and other matters of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to record affecting the knowledge of the Company, as of the date hereofCombined Leased Real Property. (e) To Seller’s Knowledge, there are no such Actions pending or threatened in writing, affecting claims regarding condemnation or eminent domain with respect to any portion of any of the Combined Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the CompanyProperty. To Seller’s Knowledge, there is no such Order writ, injunction, decree, order or Action threatened in writingjudgment outstanding, relating nor any action, Claim, suit or proceeding pending or threatened, related to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary Person of the Combined Leased Real Property. (f) Except as provided by the Combined Leases, there are no outstanding contracts, commitments, options, rights of first offer or rights of first refusal (i) to which Seller, the Company Subsidiary or any of their Subsidiaries is a party or (ii) to Seller’s Knowledge, to which any landlord and parties other than Seller, the Company Subsidiary or any of their Subsidiaries is a party, in each case, granted to third parties to purchase or lease any of the Combined Leased Real Property, or any portion thereof or interest therein. (g) The Combined Leased Real Property is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the uses in which such property is presently employed. (h) To Seller’s Knowledge, the Combined Leased Real Property is not subject to any use restriction, exception, reservation or limitation which in any material respect interferes with or impairs the present and continued use thereof in the Ordinary Course of Business.

Real Property. Neither Except for the Adjacent Vacant Lot which constitutes part of the Excluded Assets, the Company does not own any real property. Schedule 2.8 sets forth the leasehold interest in the real property held by the Company (the “Existing Lease,” and the real property subject to such Existing Lease, the “Leased Property”), which is the only leasehold interest in real property currently held by the Company. There is no written lease governing the Existing Lease. The Existing Lease is valid and in full force and effect, neither the Company nor any Company Subsidiary owns other party to the Existing Lease has breached any real property. Section 3.22 material provision of the Company Disclosure Schedule sets forth Existing Lease or is in default in any material respect under the terms of the Existing Lease (i) an accurate and complete list including arrears of all real property leasedrent), subleased or otherwise occupied by the Company or any Company Subsidiary (collectivelypossesses and quietly enjoys the premises under the Existing Lease, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is such premises are not subject to any Lien granted by the Company or any Company Subsidiary, including any right to the use or occupancy Liens of any nature whatsoever, encroachments, building or use restrictions, exceptions, reservations, or limitations that interfere with or impair the present and continued use thereof in the usual and normal conduct of the business of the Company. All buildings, structures, fixtures, and improvements located on the Leased Real PropertyProperty are in good repair and in good condition, other than Permitted Liensordinary wear and tear excepted. The Leased Property and the current use of it comply in all material respects with Applicable Law. The Company has not received notice of any violation of any applicable zoning regulation, ordinance, or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession other Applicable Law relating to the Leased Property or the operations of the Leased Real Property, and Sellers know of no such notice or violation. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the The Company nor any Company Subsidiary has not received written notice of any Action in eminent domain, expropriation, pending or threatened expropriation or condemnation or other similar Actions that are pending, proceeding relating to any of the Leased Property and, to the knowledge Knowledge of the Company, as of the date hereofSellers, there are no such Actions pending or threatened in writingproceedings. There are no (y) subleases, affecting licenses, concessions, or other agreements, written or oral, granting to any other Person the right to acquire, use, or occupy any portion of, any of the Leased Real Property and neither Property, or (z) Persons (other than the Company nor any Company Subsidiary has received written notice of the existence Company) in possession of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Property.

Real Property. Neither (i) None of the Company nor any Company Subsidiary Group Companies owns any real property. Section 3.22 Schedule 3.10(a) of the Company Seller Disclosure Schedule Letter sets forth (i) an accurate a true, correct and complete list of all real property leased, subleased subleased, licensed or otherwise used or occupied by the Company (all such real property listed or any Company Subsidiary (collectivelyrequired to be listed on Schedule 3.10(a) of the Seller Disclosure Letter, the “Leased Real Property”) and the Leases relating thereto. The Real Property includes all interest in real property necessary for the conduct of the Company Business. The Company has delivered to Buyer a true and complete copy of every lease and sublease of the Real Property pursuant to which a Group Company is a party or by which it is bound and any amendments or modifications thereto (each, a “Lease”). The applicable Group Company has a good and valid leasehold interest in each Real Property it leases, free and clear of any Encumbrances, other than Permitted Encumbrances. None of the Group Companies is in violation of or in default under any such Lease nor is in receipt of any written notice of default by any party with respect to such Lease and has not received any written notice of any existing violation of any building code, zoning ordinance or other law or any Permitted Encumbrance affecting any Lease, except where such deficiency or violation would not be material to the Company. (ii) The Real Property is sufficient to permit the address Company to operate the Company Business as presently conducted. The Real Property is in suitable condition for each Leased Real Property, the Company Business as presently conducted. (iii) a description No Person other than the Group Companies are in possession of any of the applicable leaseReal Property or any portion thereof, sublease and there are no legally binding leases, subleases, licenses, concessions or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company agreements written or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject oral granting to any Lien granted by Person other than the Company or any Company Subsidiary, including any Group Companies the right to the of use or occupancy of any Leased the Real Property, other than Permitted Liens. The Company Property or any Company Subsidiaryportion thereof. (iv) The uses for which the buildings, as applicablefacilities and other improvements located on the Real Property that are zoned do not materially restrict, enjoys peaceful and undisturbed possession or materially impair, the use of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither for the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real PropertyBusiness.

Real Property. Neither the Company nor any Company Subsidiary owns any real property. Section 3.22 of the Company Disclosure Schedule sets forth (i) an accurate Seller has made available to Purchaser a true and complete list copy of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased every Real Property”)Property Lease. Except as set forth on Schedule 3.12, (iia) the address for each Leased Real PropertyProperty Lease that is an Assumed Contract is a legal, valid and binding obligation of Seller, and is enforceable against Seller, and is in full force and effect, (iiib) a description of the applicable leasethere are no leases, sublease subleases, licenses, disputes, forbearance programs, concessions, or other Contract therefor and any and all amendmentsagreements, modificationswritten or oral, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject granting to any Lien granted by Person the Company or any Company Subsidiary, including any right to the of use or occupancy of any portion of such Leased Real Property; (c) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Leased Real Property (other than Permitted Liens. The Company the right of Purchaser pursuant to this Agreement), or any Company Subsidiaryportion thereof or interest therein; (d) Seller has not assigned, as applicabletransferred, enjoys peaceful conveyed, mortgaged, deeded in trust or encumbered any interest in any Real Property Lease that is an Assumed Contract; and undisturbed possession (e) there are no condemnation or eminent domain proceedings pending or threatened with respect to all or any part of the Leased Real Property. Each parcel Neither Seller nor, to the Knowledge of Sellers, any other party to a Real Property Lease that is an Assumed Contract is in default under such Real Property 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 default, or permit the termination, modification or acceleration of rent under such Real Property Lease that is an Assumed Contract. The Leased Real Property constitutes all of the real estate used or occupied for the Business, and no other real estate is necessary for the continued conduct of the Business in material compliance with all Laws applicable its ordinary course. Each of the Real Property Leases that is an Assumed Contract will continue to such Leased Real Property. Neither be legal, valid, binding, enforceable, and will continue to be in full force and effect on identical terms following the Company nor any Company Subsidiary has received written notice consummation of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pendingthe transactions contemplated hereby, and, to the knowledge except as set forth on Schedule 3.6(a), no consent of any landlord under any of the Company, as of the date hereof, there are no such Actions threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice Leases that is an Assumed Contract are required in order for Seller to assign to Purchaser all of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there its interest under each Real Property Lease that is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyan Assumed Contract.

Real Property. Neither (a) The Company has no Owned Real Property and the Company nor has never owned any Company Subsidiary owns any real property. Owned Real Property. (b) Section 3.22 4.10(b) of the Company Seller Disclosure Schedule sets forth (i) an accurate and complete list the address of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “each parcel of Leased Real Property”), (ii) Property and identifies all of the address for each leases or other occupancy agreements with respect to the Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor Property and any and all amendments, modifications, side letters relating thereto guarantees and (iv) the current rent amounts payable consents related thereto. All Leased Real Property is leased by the Company pursuant to written leases, true and complete copies of which have been made available to the Purchaser (the “Leases”). (c) The Company has not subleased, licensed or granted any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any other right to the use or occupancy of occupy any Leased Real Property, other than Permitted Liens. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property is in material compliance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, and, to the knowledge of Seller’s knowledge, other than the Company, as of the date hereof, there are no such Actions threatened in writing, affecting parties occupying or having any portion current or future right to occupy any of the Leased Real Property and neither during the Company nor term of any Company Subsidiary has received written notice Lease. (d) The Real Property constitutes all of the existence of any outstanding Order real property leased, occupied or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation used by the Company or any Company Subsidiary in connection with the Business. The Real Property is sufficient for the conduct of the Business as it is currently conducted. All material licenses and approvals necessary to the Company’s current occupancy and use of the Real Property have been obtained and are in full force and effect and there have been no material violations thereof. To the Seller’s knowledge, the Real Property is in good operating condition and repair. To the Seller’s knowledge, the Company would not be required as a result of any alterations made to any Leased Real PropertyProperty by the Seller or the Company to expend more than $50,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease.

Real Property. Neither (a) Seller has a valid and subsisting leasehold estate in and the Company nor any Company Subsidiary owns any real property. Section 3.22 right to quiet enjoyment of the Company Disclosure Schedule sets forth (i) an accurate and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) a description of the applicable lease, sublease or other Contract therefor and any and all amendments, modifications, side letters relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien granted by the Company or any Company Subsidiary, including any right to Real Property Lease for the use or occupancy of any Leased Real Property, other than Permitted Liensfull term thereof. The Company or any Company Subsidiary, as applicable, enjoys peaceful and undisturbed possession of the Leased Real Property. Each parcel of Leased Real Property Lease is a legal, valid and binding agreement, enforceable in material compliance accordance with all Laws applicable to such Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice its terms, of any Action in eminent domain, expropriation, condemnation or other similar Actions that are pending, Seller and, to the knowledge of the CompanySeller, of each other Person that is a party thereto. Except as disclosed in Section 2.10(a) of the date hereofDisclosure Schedule, there are no is not to the Seller's knowledge, and Seller has not received any notice of, any default or any condition or event which after notice or lapse of time or both, would constitute a default thereunder. Seller does not owe any brokerage commissions with respect to any such Actions threatened in writing, affecting any portion leased space. The expiration date of the Leased Real Property Lease is April 1, 2005, and neither such Real Property Lease has not been modified, amended or extended. No notice or other action is required by Seller for such Real Property Lease to expire on April 1, 2005. (b) Seller has delivered to Purchaser prior to the Company nor any Company Subsidiary has received written notice execution of this Agreement true and complete copies of the existence Real Property Lease (including any amendments and renewal letters) and, to the extent reasonably available, all other documents with respect to the real property subject to the Real Property Lease. (c) Except as disclosed in Section 2.10(c) of the Disclosure Schedule, Seller does not hold any outstanding Order right to purchase, or any right of any pending Actionfirst refusal to purchase, the real property subject to the Real Property Lease. (d) Except as disclosed in Section 2.10(d) of the Disclosure Schedule, the improvements on the real property leased pursuant to the Real Property Lease are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of the CompanySeller, there is are no condemnation or appropriation proceedings pending or threatened against such Order real property or Action threatened in writing, relating to the ownership, lease, use, occupancy or operation by the Company or any Company Subsidiary of the Leased Real Propertyimprovements.