Common use of Real Property Clause in Contracts

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. Except as set forth in Section 3.19 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary owns any fee interest in real estate. Except as described or set forth in any Company SEC Report filed prior to the date hereof or as set forth in Section 3.19 of the Company Disclosure Letter, the Company or any Company Subsidiary is not a party to any material leases, subleases and other agreement (athe "COMPANY REAL PROPERTY LEASES") Seller does not directly under which the Company or indirectly ownany Company Subsidiary uses or occupies or has the right to use or occupy, now or have any rights to acquirein the future, any real property. . The Company has heretofore made available to the Parent true, correct and complete copies of all Company Real Property Leases (b) Schedule 5.15(b) lists and all modifications, amendments and supplements thereto and all side letters to which the Company or any Company Subsidiary is a party affecting the obligations of any party thereunder). Assuming the due authorization, execution and delivery by the other parties thereto, each Company Real Property Lease constitutes the valid and legally binding obligation of the Company or Company Subsidiary, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity, and is in full force and effect. All material amounts payable by the Company and Company Subsidiary as tenants under each Company Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such Company Subsidiary exists under any Company Real Property Lease. Each of the Company and Company Subsidiary has a valid leasehold interest in each parcel of real property and interests therein leased, subleased or otherwise occupied or used leased by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is it free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or natureLiens, except (i) those that Taxes and general and special assessments not in the aggregate do not impair the current use or occupancy of the Leased Real Property; or default and payable without penalty and interest, (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures Liens under applicable Law and (iii) other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and Liens which do not encroach upon the property, or otherwise conflict materially interfere with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property Company's or any other actions relative to Company subsidiary's use and enjoyment of such real property or materially detract from or diminish the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellervalue thereof.

Real Property. (a) Section 3.10(a) of the Seller does not Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly ownindirectly, by the Seller Entities or have any rights of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to acquireeach parcel of Owned Real Property, any real propertyfree and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property. (b) Schedule 5.15(bSection 3.10(b) lists all of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests therein in real property leased, subleased subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used by in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller (with all easements and other rights appurtenant to such propertyDisclosure Letter, the “Leased Real Property”). For each item of , with the leases relating to such Leased Real Property, Schedule 5.15(bProperty being collectively referred to herein as the “Real Property Leases”) also lists leased to the lessor, Seller Entities or any of the lessee, the lease term, the lease rate, and the Transferred Subsidiaries pursuant to a lease, sublease, license or other Contract pursuant similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to which the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller holds a possessory interest Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller there are no material disputes with respect to each item of Leased such Real Property is free Lease and clear no material defaults or breaches exist under any Real Property Lease (or any occurrence or event that with the passage of any Encumbrances, except Permitted Encumbrances. Seller is not notice or time or both would result in a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions material default or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullbreach). (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that Except in the aggregate do not impair the current use ordinary course of business or occupancy of the Leased Real Property; as permitted under Section 5.1 or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries Section 3.10(c) of the Leased Real Property and do not encroach upon Seller Disclosure Letter, neither the propertySeller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise conflict with encumbered any interest in the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Owned Real Property or any other actions relative to the Leased Real Property. Seller has delivered . (d) There are no pending or, to Buyer a copy the Knowledge of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policySeller, opinion, abstract, survey and appraisal threatened condemnation or similar proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerProperty.

Real Property. Schedule 3.18(b) sets forth a correct and complete list of all of the locations (acity and state) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists all and addresses of the real property and interests therein leased, subleased leased by or otherwise occupied or used by provided to any Seller for use in the operation of the Business (with all easements and other rights appurtenant to such propertycollectively, the “Leased Real Property”“). For each item of Leased With respect to the Real Property: (i) Existing Real Property Leases. Schedule 3.18(b) sets forth a correct and complete list of the written leases, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, licenses and the lease, sublease, or other Contract use agreements pursuant to which Seller holds a possessory interest in the Sellers lease, license, occupy or use the Leased Real Property and all amendments, renewals, or extensions thereto (each, a the “LeaseExisting Real Property Leases”). The leasehold interest of Other than the Existing Real Property Leases, no Seller is a party to and is not otherwise bound by any real property leases, licenses or other occupancy agreements, whether as lessee, sublessee, licensee, lessor, sublessor, licensor or any other party. No Seller is a party to and is not otherwise bound by any oral leases, licenses or other agreements with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative real property. No Seller nor any other party to the Existing Real Property Leases are in default under the terms of the Existing Real Property Leases; and each Existing Real Property Lease is in full force and effect and is valid, binding and enforceable against the Seller that is party to such Existing Real Property Lease and the other parties to such Existing Real Property Lease in accordance with its terms. The Sellers have previously delivered to the Buyer complete and correct copies of the Existing Real Property Leases, including all exhibits, amendments and modifications thereto. None of the Existing Real Property Leases have been assigned, transferred, conveyed, mortgaged, deeded in trust, pledged or encumbered, in whole or in part, by any Seller and no subleases have been entered into relating to any of the Existing Real Property Leases or the Leased Real Property. No Seller has delivered to Buyer a copy any past due obligation as the lessee under any of each deed and other instrument (as recorded) by which Seller acquired any Leased the Existing Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerLeases.

Real Property. (a) Seller does not directly or indirectly ownNeither Emmis, or have any rights with respect to acquirethe Mediaco Business, nor Mediaco, owns any real property or interest in real property. . Schedule Section 5.10(a) sets forth an accurate and complete list of (bA) Schedule 5.15(bthe address (or other identifying description) lists all and (B) the identity of the lessor and lessee of each parcel of real property and interests therein leased, subleased or otherwise occupied or used leased by Seller Mediaco following the Distribution (with all easements and other rights appurtenant to such property, the “Mediaco Leased Real Property”). For True, correct and complete copies of the Real Estate Leases and all amendments, modifications, supplements, extensions and memoranda thereof, have been delivered by Emmis to Purchaser. All buildings, structures and improvements located on such Mediaco Leased Real Property are in good condition and repair, ordinary wear and tear excepted, except if the failure to meet such standards would not materially and adversely impair the use of any such real property as currently used by the Mediaco Business. At Closing, upon the receipt of any required consents, Mediaco will have a good and valid and binding leasehold interest in each item parcel of Mediaco Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except material Encumbrances other than Permitted Encumbrances. Seller is not a sublessor ofExcept for the Real Estate Leases, neither Emmis, with respect to the Mediaco Business, nor Mediaco, is a party to any Lease for real property. Except as set forth on Schedule Section 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has assigned subleased, licensed or otherwise granted to a third party any lease coveringmaterial right to possess, use or occupy all or any item portion of the Mediaco Leased Real Property. Leasing commissions Mediaco is not in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances, and to Emmis’ Knowledge, no other brokerage fees due from party to any of the Real Estate Leases or payable by Seller Permitted Encumbrances is in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances. No condemnation proceeding is pending with respect to the Mediaco Leased Real Property and to Emmis’ Knowledge, no condemnation proceeding has been threatened with respect to any Mediaco Leased Real Property. Neither Emmis nor, to Emmis’ Knowledge, any other party to any Real Estate Lease have been paid in full. has exercised any option or right to (ci) terminate such Real Estate Lease, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Estate Lease or (iv) purchase any real property pursuant to any Real Estate Lease. The Mediaco Leased Real Property constitutes all interests in of the real property that is necessary to conduct and operate the Mediaco Business as currently occupied or used in connection with conducted and operated and there are no other Leases needed for the BusinessMediaco Business as currently conducted and operated. The Mediaco Leased Real Property is not subject in compliance in all material respects with all applicable Laws and to any rights of wayEmmis’ Knowledge there are no pending or contemplated, building use restrictions, title exceptionszoning changes, variances, reservations or limitations of special zoning exceptions, conditions or agreements affecting or which would reasonably be expected to affect any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy portion of the Mediaco Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, None of the Target Entities owns any real property. (b. Schedule 5.5(a) Schedule 5.15(b) lists all of the Disclosure Schedules contains a complete list by address of all real property and interests therein leased, subleased or otherwise occupied licensed, operated or used by Seller the Target Entities (with all easements and other rights appurtenant to such property, the “Leased Real Property”), and identifies, if applicable, each lease or any other Contractual Obligation under which any Real Property is leased or licensed, including without limitation all amendments thereto (together with all amendments, supplements, waivers, subordination, non-disturbance and attornment agreements, and side letters thereto, each a “Real Property Lease “), the lessor or licensor thereunder, the Joint Venture to which such Leased Real Property relates and the monthly and annual rent thereunder. For To the actual Knowledge of the Company, (i) no material physical or mechanical defects exist in any building or improvements (each item a “Facility”) located on any Leased Real Property, and (ii) each such Facility is in good condition and repair, normal wear and tear excepted, and in compliance in all material respects with all applicable Laws. To the actual Knowledge of the Company, all agreements or contracts made by any Target Entity for any improvements to a Facility or the Leased Real Property have been fully paid and there are no mechanic’s or materialman’s liens arising from any labor or material furnished to such Facility or Real Property. (b) With respect to each parcel of Leased Real Property, Schedule 5.15(b: (i) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds The Target Entities have a possessory interest in the Leased valid leasehold estate under each Real Property and all amendmentsLease, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except liens or encumbrances other than Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item All Real Property Leases were negotiated at arms-length with the lessor or licensor of such Leased Real Property. Leasing commissions Except for any Permitted Encumbrances and except as set forth on Schedule 5.5(a) of the Disclosure Schedules, to the Knowledge of the Company, there are no written or oral subleases, licenses, concessions, occupancy agreements or other brokerage fees due from or payable by Seller with respect Contractual Obligations granting to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with other Person the Business. The Leased Real Property is not subject to any rights right of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; Property or (ii) with respect to each item any portion thereof and there is no Person in possession of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any portion thereof other actions relative to than the applicable Target Entity. No Executing Stockholder or Affiliate of an Executing Stockholder holds any ownership interest in any lessor or licensor of any of the Leased Real Property. Seller . (ii) The Company has delivered to Buyer a copy Parent true, accurate and complete copies of each deed and Real Property Lease, in each case, as amended or otherwise modified. (iii) There exists no default, breach or dispute on the part of any Target Entity under any Real Property Lease nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by a Target Entity under a Real Property Lease. (iv) To the Knowledge of the Company, there exists no default or breach by the landlord, sublessor, licensor or other instrument obligor under each Real Property Lease nor, to the Knowledge of the Company, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any such Person under a Real Property Lease. (as recordedv) by which Seller acquired To the Knowledge of the Company, there has been no underpayment of expense pass-throughs with respect to a Real Property Lease that could result in the requirement that an additional payment be made to the landlord thereunder. (c) To the actual Knowledge of the Company, no part of the Leased Real Property nor the Facility located on any Leased Real Property is currently subject to condemnation proceedings and a copy no such condemnation or taking is threatened or contemplated. To the actual Knowledge of each title insurance policythe Company, opinionno public improvements exist that may result in special assessments against or otherwise affect the Leased Real Property or any Facility. The Company does not have actual Knowledge of any facts that would adversely affect the possession, abstractuse or occupancy of any Leased Real Property or any Facility by Parent. To the actual Knowledge of the Company, survey and appraisal (i) no Leased Real Property nor any Facility is in material violation of any zoning, public health, building code or other similar Laws applicable to such property or to the ownership, occupancy and/or operation thereof, nor (ii) does there exist any waiver, variance, special permit, special exception or other exemption relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for Facility with respect to any non-conforming use or other zoning or building code matters. All utilities serving the lease Leased Real Property and each Facility are adequate to or from Seller of any real estate interest not operate each in the manner it is currently in possession of Selleroperated.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, Neither of the Acquired Entities owns any real property. (b. Section 2.13(a) Schedule 5.15(b) lists all of the Seller Disclosure Schedule sets forth a list of all leases, subleases, grants or licenses with respect to real property and interests therein leased(each, subleased or otherwise occupied or used by Seller a “Real Property Lease”) pursuant to which any Acquired Entity is a party, together with corresponding street address of all such leased real property (with all easements and other rights appurtenant to such propertycollectively, the “Leased Real Property”). For A true and complete copy of each item of Leased written Real PropertyProperty Lease (including all modifications, Schedule 5.15(b) also lists the lessoramendments, the lessee, the lease term, the lease raterenewals and extensions thereto), and a written summary of the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased material terms of any oral Real Property Lease, in each case, as in effect on the date hereof, has been made available prior to the date hereof to Buyer and all there have been no amendments, renewals, modifications or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased such Real Property is free and clear Leases other than those set forth on Section 2.13(a) of any Encumbrances, except Permitted Encumbrancesthe Seller Disclosure Schedule. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property used or held for use by the Acquired Entities in the operation of the Acton Business as currently occupied or used in connection with the Businessoperated. The Acquired Entities have a valid leasehold interest in each parcel of Leased Real Property. (b) With respect to each Real Property is not subject to any rights Lease, and except as set forth on Section 2.13(b) of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except the Seller Disclosure Schedule: (i) those that each Real Property Lease is legal, valid and binding on, and enforceable against, the Acquired Entity party thereto and, to Seller’s Knowledge, each other party thereto, enforceable in accordance with its terms; (ii) no Acquired Entity has given or received any written notice of default under any Real Property Lease, and no default by any Acquired Entity or, to the aggregate do Knowledge of the Seller, the other party or parties thereto, is continuing under any of the Real Property Leases; (iii) the Acquired Entity party to each Real Property Lease has not impair the current use or occupancy had its possession and quiet enjoyment of the Leased Real Property; or (ii) Property leased pursuant to such Real Property Lease materially disturbed and, to the Knowledge of the Seller, there are no material disputes with respect to any of the Real Property Leases; (iv) each item Acquired Entity, and, to the Seller’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed by it under each Real Property Lease; (v) 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 re-deposited in full; (vi) no Acquired Entity is a party to any written or oral subleases, assignments, licenses, or other contracts granting to any Person other than an Acquired Entity the right to use or occupy any Leased Real Property, as set forth nor has such Acquired Entity collaterally assigned or granted any other security interest in any of the Lease relating Real Property Leases or any interest therein other than security interests to be released upon repaying of Indebtedness at the Closing; and (vii) no Acquired Entity is a party to any outstanding options or rights of first refusal to purchase all or a portion of such item. Leased Real Property which is subject to a Real Property Lease. (c) To Seller’s Knowledge, all (i) there are no material physical, structural or mechanical defects in any of the buildings, plants, structures and other building systems or improvements owned or used by Seller lie wholly within the boundaries on any of the Leased Real Property and do not encroach upon which materially impair the property, or otherwise conflict with the property rights, use of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the such Leased Real Property, and (ii) all such buildings, building systems and improvements (including the roof, HVAC, electrical, plumbing, sprinklers and fire safety systems) are in good operating condition and repair and are adequate for the uses to which they are being put. Except as disclosed on Section 2.13(c) of the Seller Disclosure Schedule, within the last 12 months, neither Seller nor any Acquired Entity has delivered received written notice of any pending or threatened in writing condemnation or eminent domain proceedings or their local equivalent affecting or relating to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any such Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerProperty.

Real Property. (a) Seller does not directly None of Parent or indirectly own, or have any rights to acquire, of its Subsidiaries owns any real property or interests in real property. , other than Parent Real Property Leases (b) Schedule 5.15(b) lists all as defined below). Section 5.18 of the Parent Disclosure Schedule sets forth a complete list of all real property and interests therein leasedin real property leased by Parent and its Subsidiaries (individually, subleased or otherwise occupied or used by Seller (with all easements a "Parent Real Property Lease" and other rights appurtenant the real properties specified in such leases, being referred to such property, herein individually as a "Parent Property" and collectively as the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b"Parent Properties") also lists the lessor, the as lessee, other than customer subleases or customer agreements relating to the lease term, the lease rateCenters of Parent, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased following information for each Parent Real Property Lease: (i) location, (ii) term, (iii) square footage of space demised thereunder, and all amendments, renewals, or extensions thereto (each, a “iv) rent over the term of such Parent Real Property Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Parent Property constitutes all interests in real property currently occupied used or used currently held for use in connection with the Businessbusiness of Parent and its Subsidiaries and which are necessary for the continued operation of the business of Parent as the business is currently conducted. The Leased Each Parent Real Property Lease is valid, binding, enforceable and in full force and effect. Parent and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Parent Real Property Lease. 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 Parent or any of its Subsidiaries under any such Parent Real Property Lease. To the knowledge of Parent, each other party to each Parent Real Property Lease has in all material respects performed all obligations required to be performed by it under such Parent Real Property Lease 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 Parent Real Property Lease. Subject Company and the Shareholder acknowledge and agree that Parent is not making any representations as to the enforceability of any renewal or expansion options contained in any Parent Real Property Lease. All of the Parent Property, buildings, fixtures and improvements thereon owned or leased by Parent 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 rights part of waythe Parent Property that is not within the exclusive possession and control of Parent and its Subsidiaries (it being agreed and understood that the Centers of Parent and its Subsidiaries shall be deemed to be in the exclusive possession and control of Parent and its Subsidiaries notwithstanding the occupancy thereof by customers) including, without limitation, any condition of the building use restrictions, title exceptions, variances, reservations or limitations building systems. (b) Parent and its Subsidiaries have all material certificates of occupancy and permits and licenses of any kind Governmental Entity necessary or nature, except (i) those that in the aggregate do not impair useful for the current use and operation of each Parent Property, and Parent and its Subsidiaries have fully complied with all material conditions of such permits and licenses applicable to them. No default or occupancy violation, or event which, with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such permit or license. (c) There does not exist any actual or, to the knowledge of Parent, threatened or contemplated condemnation or eminent domain proceedings that affect any Parent Property or any part thereof, and none of Parent or any of its Subsidiaries has received any notice, oral or written, of the Leased Real Property; intention of any Governmental Entity or other Person to take or use all or any part thereof. (iid) None of Parent or any of its Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to each item any Parent Property requiring performance of Leased Real any structural or other repairs or alterations to such Parent Property, . (e) Except as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries on Section 5.18 of the Leased Real Property and do not encroach upon the propertyParent Disclosure Schedule, none of Parent or otherwise conflict with the property rights, any of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirementsits Subsidiaries owns or holds, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not obligated under or a party to or bound by any Contract (including to, any option) for the purchase , right of first refusal or sale other contractual right to purchase, acquire, sell, assign or dispose of any real estate interest or any Contract for the lease to portion thereof or from Seller of any real estate interest not currently in possession of Sellertherein.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, own any real property. . The Seller Parties have delivered to Buyer a correct and complete copy of each lease (b) Schedule 5.15(b) lists all or a summary of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item material terms of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, subleaseif oral), including amendments, waivers, or other Contract pursuant changes thereto, relating to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease,” and collectively, the “Leases”). The leasehold interest Leased Real Property and the Leases comprise all leased real property interests and Contracts related thereto used in the conduct of Seller with the Business. With respect to each item Lease: (i) except as set forth on Schedule 5.24, all leased buildings and improvements and all leased fixtures are held under such Lease; (ii) subject to the Enforceability Exceptions, such Lease is in full force and effect and a valid instrument enforceable against Seller, and the other party thereto, in each case in accordance with its terms, (iii) all rents, required deposits, additional rent and payments due as of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect the Closing Date pursuant to any such Lease have been paid in full. , (civ) The there is no existing default by Seller or, to Seller Parties’ Knowledge, by the lessor under such Lease, (v) Seller has not received any notice that it is in default under such Lease, (vi) to Seller Parties’ Knowledge, no party other than Seller and the identified lessor have any interest in the Leased Real Property constitutes all interests in real property currently occupied or used Property, and (vii) except as set forth on Schedule 5.3, no Consent is required to be obtained by Seller pursuant to any Lease in connection with the Businessconsummation of the Transactions. The Leased Real Property is Except for the Leases and as set forth on Schedule 5.24, Seller has not subject to entered into any leases or subleases or granted any rights of wayfirst refusal, building use restrictionsrights of reverter, title exceptions, variances, reservations options to purchase or limitations rights of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of with respect to the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Parties’ Knowledge, the Leased Real Property complies with all Laws, including is validly zoned for its current use and occupancy by Seller under the applicable zoning requirements, codes and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to urban renewal plans and Seller’s current use of the Leased Real Property is in compliance therewith. To Seller Parties’ Knowledge, there are no pending or any threatened condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other actions relative to adverse claims affecting the Leased Real Property. Seller has delivered to Buyer a copy All of each deed the buildings, material fixtures and other instrument (as recorded) by which Seller acquired any improvements and building systems situated within the Leased Real Property are in operating condition, reasonable wear and a copy tear excepted, and, if required to be maintained by Seller under the applicable lease, have been maintained in the ordinary course of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerbusiness.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. Schedule 4.9 sets forth (bi) Schedule 5.15(b) lists the street address of all of the real property and all interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such in real property, in each case that is owned in fee by any Asset Selling Subsidiary in connection with the Liquid Finishing Business or by any Acquired Subsidiary (collectively, the “Owned Real Property”; the Owned Real Property owned by any Asset Selling Subsidiary is referred to herein collectively as the “Seller Owned Real Property”), indicates the Asset Selling Subsidiary or Acquired Subsidiary that is the owner thereof and indicates whether such Owned Real Property is used in the Powder Finishing Business; and (ii) the street address of all real property and all interests in real property, in each case that is leased or occupied by any Asset Selling Subsidiary in connection with the Liquid Finishing Business or by any Acquired Subsidiary or that any Asset Selling Subsidiary (in connection with the Liquid Finishing Business) or any Acquired Subsidiary has the right to lease or occupy, now or in the future (each such agreement, whether written or oral, being a “Real Property Lease” and any real property leased or occupied under a Real Property Lease being “Leased Real Property”). For each item of , indicates the Asset Selling Subsidiary or Acquired Subsidiary that is the tenant or holds the future right to occupy under such Real Property Lease, and indicates whether such Leased Real Property, Schedule 5.15(b) also lists Property is used in the lessor, the lessee, the lease term, the lease rate, Powder Finishing Business. The Owned Real Property and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property are collectively referred to herein as the “Real Property.” (b) All of the land, buildings, structures and all amendments, renewals, other improvements used by any Asset Selling Subsidiary or extensions thereto (each, a “Lease”)any Acquired Subsidiary in the conduct of the Liquid Finishing Business are included in the Real Property. The leasehold interest of Seller Except for the Real Property Leases and any subleases with respect to each item of Leased the Real Property identified on Schedule 4.9, there is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any no lease covering, any item of Leased Real Property. Leasing commissions (including sublease) or other brokerage fees due from or payable by Seller occupancy agreement in effect with respect to any Lease have Real Property. There is no pending or, to Sellers’ Knowledge, threatened condemnation or other eminent domain proceeding affecting any Real Property or any sale or other disposition of any Real Property in lieu of condemnation. No Real Property has suffered any material damage by fire or other casualty that has not been paid in fullcompletely repaired and restored. (c) The Leased Each Asset Selling Subsidiary and each Acquired Subsidiary has a valid leasehold interest under its respective Real Property Leases. No Asset Selling Subsidiary nor any Acquired Subsidiary is in default or otherwise in breach under any Real Property Lease and, to Sellers’ Knowledge, no other party is in default or otherwise in breach thereof, except where such default or breach would not have a Material Adverse Effect. No Asset Selling Subsidiary, no Acquired Subsidiary and, to Sellers’ Knowledge, no other party has exercised any termination right with respect to any Real Property Lease. Graco has provided to Purchaser Parent a true, correct and complete copy of each Real Property Lease. Each Real Property Lease is in full force and effect and constitutes all interests the entire agreement between the parties thereto, and, to Sellers’ Knowledge, there are no other agreements, whether oral or written, between such parties. All rent and other sums and charges payable by any Asset Selling Subsidiary or any Acquired Subsidiary as tenant under any Real Property Lease are current. No Asset Selling Subsidiary, no Acquired Subsidiary has and, to Sellers’ Knowledge, no other party has repudiated any provision of any Real Property Lease, and there is no dispute, oral agreement or forbearance program in real property currently occupied or used in connection effect with the Businessrespect to any Real Property Lease. The Leased applicable Asset Selling Subsidiary or Acquired Subsidiary has good title to the leasehold estate and other rights of the tenant with respect to the property affected by each Real Property is not subject to any rights Lease, free and clear of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or natureall Liens, except any (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; Permitted Liens, or (ii) with respect Liens on the applicable fee title, the payment or performance of which is not the responsibility of any Asset Selling Subsidiary or any Acquired Subsidiary as tenant under the applicable Real Property Lease. No Asset Selling Subsidiary nor any Acquired Subsidiary has received written or, to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Sellers’ Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications oral notice from any Governmental Body or insurance company recommending improvements to the Leased Real Property or that such insurance company will require any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating 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 any Asset Selling Subsidiary or any Acquired Subsidiary under the applicable Real Property Lease. (d) Except as listed in its possession. Seller Schedule 4.9(d): (i) there is not a party to no purchase option, right of first refusal, first option or bound other right held by any Contract (including Asset Selling Subsidiary or any option) for the purchase Acquired Subsidiary with respect to, or sale of any real estate interest or building affected by, any Real Property Lease that is not contained within such Real Property Lease; and (ii) no Asset Selling Subsidiary nor any Acquired Subsidiary has exercised any option or right to 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. (e) Each Asset Selling Subsidiary and Acquired Subsidiary has good, marketable and valid fee title to its respective Owned Real Property, free and clear of all Liens except Permitted Liens. No Asset Selling Subsidiary nor any Acquired Subsidiary has received written or, to Sellers’ Knowledge, oral notice from any insurance company that such insurance company will require any alteration to any Owned Real Property for continuance of a policy insuring any Owned Real Property or the maintenance of any rate with respect thereto (other than any notice of alteration that has been completed). (f) There is no development agreement or other Contract that limits the ability to protest any real property Tax, fix any minimum real property Tax or require any continued business operation with respect to any Owned Real Property or, to Sellers’ Knowledge, any Leased Real Property. The use and occupancy of all Owned Real Property and, to Sellers’ Knowledge, all Leased Real Property, are in material compliance with all Applicable Laws and all applicable insurance requirements, including those pertaining to zoning matters and the Americans with Disabilities Act, and conform to all such Applicable Laws on a current basis without reliance on any variance or other special limitation or conditional or special use permit. (g) No portion of any Owned Real Property relies on any facility (other than a facility of a public utility or community water and sewer company) not located on such Owned Real Property to fulfill any zoning, building code or other requirement under Applicable Law, except where such reliance would not have a Material Adverse Effect. To Sellers’ Knowledge, there is no material defect in any structural component of any improvement on any Real Property or any Contract for of the lease to electrical, plumbing, HVAC, life safety or from Seller other building systems of any real estate interest not currently in possession of SellerReal Property.

Real Property. (a) Seller does not Schedule 5.31(a) sets forth a true and complete list of (i) the Owned Real Property), identifying the address and legal description of each parcel of Owned Real Property, (ii) all real property and interests in real property which are leased, directly or indirectly ownindirectly, by or have to Seller or in respect of which Seller has an option to enter a lease (individually, a "Real Property Lease"), identifying, for each Real Property Lease, the parties thereto and the address of the property subject thereto, and (iii) all Liens of which Seller has Knowledge relating to or affecting any rights parcel of Owned Real Property or Real Property Lease other than Permitted Liens. Seller has delivered to acquirethe Buyer a true, correct and complete copy of each Real Property Lease, including all amendments, modifications, supplements, side letters and consents affecting the obligations of any real propertyparty thereunder. (b) Except as disclosed in Schedule 5.15(b5.31(b), Seller has indefeasible title to, and actual and exclusive possession of, the Owned Real Property and the leasehold estates in all Real Property Leases (any real property of which Seller is a fee owner or which Seller has a leasehold interest in and is specified as a Real Property Lease, the "Acquired Real Property") lists in each case free and clear of all Liens of any nature created by, through or under Seller except Permitted Liens. (c) Except as disclosed on Schedule 5.31(c), no Acquired Real Property is subject to any lease, sublease, license, concession or other agreement (written or oral) granted by, through or under Seller granting to any other Person any right to the use, occupancy or enjoyment of any Acquired Real Property or any part thereof. (d) To Seller's Knowledge, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms. There is no default under any Real Property Lease either by Seller or, to the Knowledge of Seller, by any other party thereto, and to Seller's Knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder. To Seller's Knowledge, each Real Property Lease covers the entire estate it purports to cover and, upon the consummation of the transactions contemplated hereby (including delivery of the landlord consents listed in Schedule 5.31(d)), will entitle the Buyer to the exclusive use, occupancy and possession of the real property specified in such Real Property Lease and interests therein leased, subleased or otherwise occupied or for the purposes such property is now being used by Seller (with all easements and other rights appurtenant Seller. No previous or current party to any such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, Lease has given notice to Seller of a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Claim against Seller with respect to any Lease have been paid in fullbreach or default thereunder. (ce) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with To the Business. The Leased Real Property is not subject to any rights Knowledge of waySeller, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do there does not impair the current use or occupancy exist any pending imposition of the Leased any assessments for public improvements with respect to any Acquired Real Property; or , and (ii) with respect to each item no such improvements have been constructed or planned that would be paid for by means of Leased assessments upon any Acquired Real Property. (f) To the Knowledge of Seller, the buildings and improvements located on the Owned Real Property are located within the boundary lines of the Owned Real Property, and no improvements constituting a part of any Owned Real Property encroach on real property not leased or owned by Seller, to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements or cost in excess of U.S.$5,000 in the aggregate. (g) Except as set forth in Schedule 5.31(g), to the Lease relating Knowledge of Seller, (i) no part of any Acquired Real Property is subject to any building or use restriction that would restrict or prevent the present use and operation of such itemAcquired Real Property, (ii) each parcel of Acquired Real Property is properly and duly zoned for its current use by Seller and the continuation of such use by the Buyer following the Closing, and (iii) such current use is in all respects a conforming use by Seller. No Authority having jurisdiction over any Owned Real Property has issued to Seller or, to the Knowledge of Seller, threatened to issue any notice or Order that may materially adversely affects the use or operation of such Owned Real Property, or requires, as of the Closing or a specified date in the future, any material repairs or alterations or additions or improvements thereto, or the payment or deduction of any money, fee, exaction or property. (h) To the Knowledge of Seller’s Knowledge, all buildingsthere are no physical, plants, structures mechanical or structural defects in or concerning the buildings and other permanent improvements constituting part of the Acquired Real Property that are occupied, operated or owned or used by Seller lie wholly within the boundaries of the Leased Real Property materially and do not encroach upon the propertyadversely affecting their current use, occupancy, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and value. (i) Seller has not received any notifications written notice from any Governmental Body or insurance company recommending improvements that has issued a Policy with respect to any Acquired Real Property requesting performance of any structural or other repairs or alterations to such Acquired Real Property. During the Leased period that Seller has owned any Owned Real Property, Seller has not granted any encroachment, easement, encumbrance or other adverse interest in, to or upon the Owned Real Property except for Permitted Liens. (j) There are no outstanding options or rights of first refusal to purchase the Owned Real Property, any portion thereof, or any interest therein, granted by Seller. (k) To the Seller's Knowledge, except for common areas of office buildings, no Acquired Real Property is dependent for its access, operation or utility on any land, building or other improvement not part of each parcel of Acquired Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a dependent for ingress or egress on third-party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerinterests.

Real Property. (a) Seller does SCHEDULE 4.15 lists and describes all real property (together with all improvements thereon, the "REAL PROPERTY") now used, operated or occupied by the Acquired Companies and the name of the record owner thereof. For each parcel of Real Property listed on SCHEDULE 4.15, which is owned by the Acquired Companies, each of the Acquired Companies holds good and marketable fee simple title to such Real Property free and clear of any Encumbrances except for Permitted Encumbrances. For each parcel of Real Property listed on SCHEDULE 4.15, which is not directly owned by the Acquired Companies, the Company has made available to Purchaser true and correct copies of the Real Property lease or indirectly ownsublease (each a "REAL PROPERTY LEASE") with respect to such Real Property. Each Real Property Lease is legal, valid, binding, enforceable, and in full force and effect and none of the Acquired Companies has assigned, transferred, conveyed, mortgaged, deeded in trust, or have encumbered any rights interest in the leasehold or subleasehold. Each of the Acquired Companies enjoys peaceful and undisturbed possession of all Real Property, and each of the Acquired Companies has fulfilled in all material respects all the obligations required to acquire, any real propertybe performed by it through the date hereof with respect to each Real Property Lease. (b) Schedule 5.15(b) lists all Each of the real property Acquired Companies has received all required material approvals of Governmental Authorities (including Permits and interests therein leased, subleased material certificates of occupancy or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, similar certificates permitting lawful occupancy of the “Leased Real Property”). For each item ) required in connection with the present use of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullthe Improvements thereon. (c) The Leased All the Real Property constitutes all interests in real property currently occupied or used in connection are supplied with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures utilities and other improvements owned services necessary for the operation of such facilities as currently operated. (d) All Improvements, and all Fixtures and Equipment and other tangible assets owned, leased, or used by Seller lie wholly within the boundaries Acquired Companies on the Real Property are in good condition and repair in all material respects, and such Improvements and Fixtures are free from structural defects. (e) None of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, Acquired Companies has received notice of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received special assessment relating to any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative portion thereof, and none of the Acquired Companies has knowledge of any pending or threatened special assessment. (f) There is not now pending, or to the Leased Real Property. Seller has delivered to Buyer a copy knowledge of each deed and other instrument (as recorded) by which Seller acquired the Company, threatened, any Leased eminent domain or condemnation proceeding affecting the Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerportion thereof.

Real Property. On the Closing Date, each Seller will have and will convey to Buyer good and marketable title to the leasehold estates, and valid and existing leasehold interests, in each case in all real property leased by such Seller listed on Schedule 1-A and to be transferred by it hereunder, free and clear of all Encumbrances, except for Permitted Encumbrances. (a) Seller does Sellers do not directly or indirectly own, own (or have any rights option or right to acquire, ) any real property. (b) Schedule 5.15(b) lists all estate that is used in the operations of the Station. Schedule 1-A sets forth a complete and correct list of all real property and interests therein leased, subleased or otherwise occupied or used estate (other than Excluded Assets) leased by Seller Sellers that is Used in the operations of the Station and/or is included in the Broadcasting Assets (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For Except as set forth on Schedule 4.4.1, Sellers have the exclusive right to use and occupy the Leased Real Property subject to the terms of each item of Real Property Lease. With respect to the Leased Real Property, during the period of time which the applicable Sellers have occupied such property, no Encumbrance or other title matter affecting such Leased Real Property has materially and adversely affected Sellers’ use of such real property for the purpose of conducting Sellers’ Business thereon and the Sellers have no knowledge of any Encumbrance or other title matter that would reasonably be expected to materially and adversely affect the use of such real property for the purpose of conducting the Business as presently conducted. Sellers enjoy, in all material respects, peaceful and undisturbed possession of the Leased Real Property subject to the terms of each Real Property Lease. Sellers have made available to the Buyer, true and complete copies of the leases and all amendments, modifications, extensions and waivers relating thereto, pertaining to each parcel of Leased Real Property (each such lease is hereinafter collectively referred to as a “Real Property Lease”), except for Real Property Leases entered into in accordance with the terms and subject to the limitations of Section 6.1.8 hereof. Except with respect to the consents to assignments disclosed in Schedule 5.15(b) also lists the lessor4.4.1(i), the lesseeapplicable Seller has full legal power and authority to assign its rights, title and interest in, to and under each Real Property Lease to Buyer in accordance with this Agreement on terms and conditions no less favorable to Buyer than those in effect on the date hereof, and such assignment will not affect the validity, enforceability and continuity of any such lease. Each Real Property Lease (a) constitutes a legal, valid and binding obligation of the applicable Seller 23 and, to such Seller’s knowledge, the lease termother parties thereto, including the lease ratelandlord thereunder, (b) is in full force and effect, and (c) neither the leaseapplicable Seller nor, subleaseto such Seller’s knowledge, any other party thereto, including the landlord thereunder, has violated any provision of, or committed or failed to perform any act which, with notice, lapse of time or both, would constitute a default under the provisions of such, Real Property Lease. Neither the whole nor any part of the Leased Real Property is subject to any pending or threatened suit for condemnation or other Contract pursuant taking by any public authority. Sellers have legal and practical access to which Seller holds a possessory interest all of the Leased Real Property. All towers, ground radials, and buildings included in the Broadcasting Assets are, to the knowledge of the Sellers, located entirely on the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that Broadcasting Assets Used in the aggregate do not impair the current use or occupancy of Business are located entirely on the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly or indirectly ownExcept for Permitted Encumbrances, or the Company and its Subsidiaries have any rights good and marketable title interests to acquire, any real property. (b) Schedule 5.15(b) lists all of the real property and interests therein leased, subleased or otherwise occupied owned by them (“Owned Real Property”) or used by Seller in the conduct of their respective businesses as currently conducted (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest reflected in the Leased Real Property and all amendmentsInterim Financial Statement, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted all Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or The buildings and other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased structures located on the Owned Real Property constitutes all interests are in real property currently occupied or used in connection operational condition, consistent with the Business. The Leased Real Property is not subject to any rights age and prior use of waysuch buildings and structures, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in and are supplied with utilities and other services necessary for the aggregate do not impair the current use or occupancy operation of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, business as currently conducted at such facilities. Except as set forth in the Lease relating Company Disclosure Schedule, there are no persons in possession of, or having a right to such item. To Seller’s Knowledgepossession of, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries any part of the Leased Owned Real Property other than the Company or its Subsidiary, as the case may be; and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller Company is not a party to any contract, agreement or bound commitment to sell, convey, assign, transfer, provide rights of first refusal or other similar rights or otherwise dispose of any portion of the Owned Real Property. The owners of fee simple title to the Owned Real Property are set forth in the Company Disclosure Schedule. Neither the Company nor any Subsidiary has received any notice of any special Tax, levy or assessment for benefits or betterments that affects the Owned Real Property, and no such special Taxes, levies or assessments are in existence, pending or, to the Knowledge of the Company, contemplated. There is no structural defect or deficiency in the condition of the Owned Real Property, or any portion thereof, that would materially adversely impair the use, occupancy or operation of the Owned Real Property. No materials have been furnished to the Owned Real Property or any portion thereof the cost of which has not been fully paid or accrued, which might give rise to the filing of a mechanic’s, materialman’s or other Liens against such property or any portion thereof. All buildings and structures located on the Owned Real Property are located completely within the boundary lines of the Owned Real Property, and no buildings, structures or other improvements or appurtenances thereto owned by others encroach onto or under the Owned Real Property. The Owned Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened, termination of such access. The Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or similar agreements to which the Company or any Contract Subsidiary is a party, which are for the use or occupancy of real estate owned by a third party and are used in the operation of the business of the Company or Subsidiary (the “Real Property Leases”) (accurate copies of which have previously been furnished to Purchaser), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Real Property Leases; (ii) the street address or legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the principal improvements and buildings thereon. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors rights and remedies generally and equitable principles. With respect to each parcel of Leased Real Property: (i) all improvements, buildings and systems on any option) such parcel are in operational condition, consistent with the age and prior use of such buildings and structures, and are supplied with utilities and other services necessary for the purchase or sale operation of the business as currently conducted at such facilities; (ii) neither the Company nor any Subsidiary has received any notice of any real estate interest special Tax, levy or assessment for benefits or betterments that affect any such parcel and, to the Knowledge of the Company, no such special Taxes, levies or assessments are pending or contemplated; and (iii) each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Company, threatened termination of such access. None of the Permitted Encumbrances substantially interferes with the conduct of the business as currently conducted by the Company or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerSubsidiary.

Real Property. (a) Seller does not directly Section 5.19(a) of the Vistana Disclosure Schedule sets forth the common address, as of the date hereof, of all Vistana Owned Real Property. The Vistana Entities have good and marketable fee simple title (or indirectly ownthe applicable local equivalent) to all Vistana Owned Real Property, subject to any Permitted Liens. As of the date hereof, no Vistana Entity has received written notice of any pending condemnation, expropriation, eminent domain or have similar Action affecting all or any rights to acquirematerial portion of the Vistana Owned Real Property. No Vistana Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any real propertyinterest in the Vistana Owned Real Property, other than in the ordinary course of business. (b) Schedule 5.15(bSection 5.19(b) lists all of the real property and interests therein leasedVistana Disclosure Schedule sets forth the common address, subleased or otherwise occupied or used by Seller (with as of the date hereof, of all easements and other rights appurtenant to such property, the “Vistana Leased Real Property”). For each item of The Vistana Entities have a valid and enforceable leasehold estate in all Vistana Leased Real Property, Schedule 5.15(b) also lists subject to the lessorRemedies Exception and any Permitted Liens. No Vistana Entity, nor, to the lesseeknowledge of Vistana, as of the lease termdate hereof, the lease rateany other party thereto, and the lease, sublease, is in breach of or other default under any Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of Vistana Entities occupy any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Vistana Leased Real Property. Leasing commissions or other brokerage fees due No Vistana Entity has, as of the date hereof, received any written notice from or payable by Seller with respect to any Lease have been paid in full. (c) The lessor of such Vistana Leased Real Property constitutes all interests in real property currently occupied of any breach of or used in connection with default under any such Contract pursuant to which the Business. The Vistana Entities occupy any Vistana Leased Real Property is by any Vistana Entity (in each case, with or without notice or lapse of time or both), which breach or default has not subject to been cured. No Vistana Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that interest in the aggregate do not impair tenant’s interest in the current use or occupancy of the Vistana Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any Section 4.11(a) of such Parent’s Disclosure Letter sets forth a correct and complete list of all real property owned in fee by such Contributed Subsidiary (such real property, together with the right, title and interest in all buildings, improvements and fixtures thereon and all other appurtenances thereto, its “Owned Real Property”). (b) Schedule 5.15(bSection 4.11(b) lists of such Parent’s Disclosure Letter sets forth a correct and complete list of all of the leasehold, subleased and other interests in real property and interests therein leased, subleased or otherwise occupied or used held by Seller such Contributed Subsidiary (with including all easements and other rights appurtenant to ground leased property whereby such Contributed Subsidiary leases real property but owns the improvements located thereon; in which case the ownership of such improvements will be noted in such Parent’s Disclosure Letter) (such real property, the its “Leased Real Property” and, together with its Owned Real Property, its “Real Property”). For each item Section 4.11(b) of such Parent’s Disclosure Letter sets forth a correct and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (“Real Property Leases”), with respect to all Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased No Real Property of such Contributed Subsidiary is a Shared Asset. (d) Such Contributed Subsidiary’s Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except which are (i) those that currently used, occupied or held for use by such Contributed Subsidiary and (ii) sufficient and necessary for such Contributed Subsidiary to continue immediately after the Closing to conduct its Business in a manner substantially similar to the aggregate do not impair the current use or occupancy of manner currently conducted by it in all material respects. (e) Such Contributed Subsidiary has good and marketable fee title to its Owned Real Property and a valid and enforceable leasehold interest in the Leased Real Property; , in each case, free and clear of all Liens other than Permitted Liens. (f) With respect to each Real Property Lease of such Contributed Subsidiary, (i) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full, and (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller Contributed Subsidiary has not received any notifications from any Governmental Body notice that it is in default under such Real Property Lease or insurance company recommending improvements to that the owner of such Leased Real Property has made any assignment, mortgage, pledge or any other actions relative to hypothecation of such Real Property Lease or the Leased Real Property. Seller has delivered to Buyer a copy rents or use fees due thereunder. (g) Such Contributed Subsidiary is not the owner or lessor of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating any other Contributed Subsidiary. Such Contributed Subsidiary has not licensed or otherwise granted to any Leased Person the right to use or occupy any of its Real Property. (h) Such Contributed Subsidiary’s Real Property is in good operating condition, suitable, sufficient and appropriate in all respects for its possession. Seller is not current use. (i) No member of such Parent’s Group has received a party to or bound by any Contract (including any option) for the purchase or sale written notice of any real estate interest pending condemnation proceedings or any Contract for the lease to or from Seller eminent domain proceedings of any real estate interest not currently in possession kind that would have a material affect with respect to the use of Sellerany individual Real Property and, to the Knowledge of such Parent, none are threatened against any such Real Property.

Real Property. (a) Section 3.8(a) of the Seller does Disclosure Schedule sets forth the location of all real property owned by the Acquired Companies (the “Owned Real Property”). In the time that they have been owned by Seller, the Acquired Companies have never owned any real property other than the Owned Real Property. The Acquired Companies are not directly party to any agreement to purchase or indirectly own, or have any rights to acquire, sell any real property. With respect to each parcel of Owned Real Property, and except as set forth in Section 3.8(a) of the Seller Disclosure Schedule, the Acquired Companies (i) have good and insurable title thereto, free and clear of all Encumbrances other than Permitted Encumbrances; and (ii) have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. (b) Schedule 5.15(bSection 3.8(b) lists all of the Seller Disclosure Schedule sets forth the location of all real property and interests therein leased, subleased directly or indirectly leased to the Acquired Companies or otherwise used or occupied or used by Seller the Acquired Companies (with all easements and other rights appurtenant to such property, than the Owned Real Property) (the “Leased Real Property”). For each item ) pursuant to a lease, sublease or other similar Contract under which either of Leased Real Property, Schedule 5.15(b) also lists the lessorAcquired Companies is the lessee or sublessee, the lesseedate and term of the lease, the lease termlicense, the lease ratesublease or other occupancy right, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or current annual rental payable by Seller with respect to any Lease have been paid in fullthereunder. (c) The Leased Acquired Companies currently occupy all of the Real Property constitutes for the operation of the business the Acquired Companies, and there are no other parties occupying, or with a right to occupy, the Real Property. Neither the operation of the Acquired Companies on the Real Property nor, to the Knowledge of Seller, such Real Property, violate any Law relating to such property or operations thereon. Each of the Acquired Companies has performed all interests in of its obligations under any termination agreements pursuant to which it has terminated any leases of real property currently occupied or used that are no longer in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) effect and has no continuing liability with respect to each item of Leased Real Property, as set forth in the Lease relating to such itemterminated real property leases. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries None of the Leased Seller, the Acquired Companies or any of their respective Affiliates have received any notice from any insurance company of any defects or inadequacies in any Real Property that could materially and do not encroach upon adversely affect the property, or otherwise conflict with the property rights, insurability of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased such Real Property. Seller has delivered There is no pending or, to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession Knowledge of Seller, threatened condemnation or similar proceeding affecting any Real Property.

Real Property. Except as set forth on Section 4.9 of the Seller Disclosure Schedule and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (a) Section 4.9(a) of the Seller does not directly Disclosure Schedule contains a true and complete list of all real property (i) owned by Seller or indirectly ownits Subsidiaries Related to the Business and (ii) owned by any Acquired Company, and for each such properties, contains a correct street address and the record owner of such property. Copies of title reports or policies obtained by Seller with respect to each of the Owned Real Properties have any rights previously been made available to acquirePurchase to the extent that such reports and policies are in Seller's possession and control, any real propertyas applicable. (b) Schedule 5.15(bSection 4.9(b) lists all of the Seller Disclosure Schedule contains a true and complete list of (i) all real property and interests therein leasedRelated to the Business that Seller or its Subsidiaries lease, subleased sublease, license or otherwise occupied occupies (whether as landlord, tenant, subtenant or used by Seller other occupancy arrangement) and (with ii) all easements and real property that any Acquired Company leases, subleases, licenses or otherwise occupies (whether as landlord, tenant, subtenant or other rights appurtenant to such propertyoccupancy arrangement) (collectively, the “Leased Real Property”"LEASED REAL PROPERTY"). For , and for each item of Leased Real Property, Schedule 5.15(b) also lists identifies the lessor, the lessee, the lease term, the lease rate, street address of such Leased Real Property. True and the lease, sublease, or other Contract pursuant complete copies of all agreements pertaining to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, that have not been terminated or extensions thereto (each, a “Lease”). The leasehold interest expired as of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease the date hereof have been paid in fullmade available to Purchaser. (c) The Seller, its applicable Subsidiary or an Acquired Company has good and valid title to all Owned Real Property and valid leasehold estates in all the Leased Real Properties, in each case free and clear of all Liens except Permitted Exceptions. (d) None of the Owned Real Properties and the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property constitutes all interests or any part thereof. (e) Each Real Property Lease is in real property currently occupied full force and effect and is valid and enforceable in accordance with its terms, and there is no default under any Real Property Lease either by Seller, its Subsidiaries or used in connection any Acquired Company or, to the Knowledge of Seller, by any other party thereto, and no event has occurred that, with the Business. The Leased Real Property is not subject to lapse of time or the giving of notice or both, would constitute a default by Seller, its Subsidiaries or any rights Acquired Company thereunder. (f) To the Knowledge of waySeller, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Owned Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Lawsapplicable Laws and, including zoning requirementssince December 31, 2003, no written notice of violation of any Law has been received by Seller, any of its Subsidiaries or any Acquired Company or has been issued by any Governmental Body with respect thereto. (g) To the Knowledge of Seller, (i) Seller, its Subsidiaries or any Acquired Company have all certificates of occupancy and other Permits of any Governmental Body necessary for the current use and operation by Seller, its Subsidiaries or any Acquired Company of each Owned Real Property and Leased Real Property, (ii) Seller, its Subsidiaries or any Acquired Company have complied with all applicable conditions of each such Permit, and Seller (iii) no default or violation by Seller, its Subsidiaries or any Acquired Company, or event that with the lapse of time or giving of notice or both would become a default or violation by Seller, its Subsidiaries or any Acquired Company, has occurred in the due observance of any such Permit. (h) There does not exist any actual, pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and Seller, its Subsidiaries or any Acquired Company have not received any notifications from written notice of the intention of any Governmental Body or insurance company recommending improvements other Person to take or use any Owned Real Property or Leased Real Property that is material the Business. (i) To the Knowledge of Seller, no portion of any facility, building, improvement or other structure located on any of the Owned Real Property or the Leased Real Property has suffered any material damage by fire or any other actions relative to casualty within the Leased Real Property. Seller past five years which has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to been substantially repaired or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerrestored.

Real Property. The CBOT Holdings Owned Real Property and the CBOT Holdings Leased Real Property described in Section 3.15 of the CBOT Holdings Disclosure Letter (collectively, the “CBOT Holdings Real Property”) constitute all the fee and leasehold interests in real property of CBOT Holdings and the CBOT Holdings Subsidiaries. (a) Seller does With respect to the CBOT Holdings Real Property: (i) no portion of any CBOT Holdings Owned Real Property has suffered any damage by fire or other casualty loss which has not directly heretofore been completely repaired and restored, except as would not, individually or indirectly ownin the aggregate, reasonably be expected to materially and adversely interfere with the use of the CBOT Holdings Owned Real Property; (ii) CBOT Holdings has made available to CME Holdings complete and accurate copies of all of the following materials relating to any CBOT Holdings Real Property, to the extent in CBOT Holdings’ or any CBOT Holdings Subsidiary’s possession or control: all Leases of CBOT Holdings Leased Real Property (including any amendments, modifications or supplements thereto); all CBOT Holdings Material Leases (including any amendments, modifications or supplements thereto), and with respect to the CBOT Holdings Owned Real Property, the current rent roll, receivables report, and, to the knowledge of CBOT Holdings, the most recent title insurance policy for the East Building and the most recent Tax appraisals; and (iii) all of the materials with respect to the CBOT Holdings Real Property that have been made available to CME Holdings, other than those specifically described in Section 3.15(a)(ii) above, are not, to CBOT Holdings’ knowledge, misleading in any rights to acquire, any real propertymaterial respect. (b) Schedule 5.15(bWith respect to the CBOT Holdings Owned Real Property: (i) lists all of CBOT Holdings or the real property applicable CBOT Holdings Subsidiary has good and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant marketable title to such property, the “Leased Real Property”). For each item of Leased CBOT Holdings Owned Real Property, Schedule 5.15(bfree and clear of all Liens other than Permitted Liens and those Liens set forth in Section 3.15(b)(i) also lists of the lessorCBOT Holdings Disclosure Letter; (ii) Other than with respect to matters being addressed with the Vaulted Sidewalk and Bollard Project affecting the North Building and with respect to one of the five back-up chillers which is not in working order, all buildings, structures, fixtures and improvements included within the lesseeCBOT Holdings Owned Real Property (the “CBOT Holdings Improvements”) are in good repair and operating condition in all material respects, the lease term, the lease ratesubject only to ordinary wear and tear, and are adequate and suitable in all material respects for the leasepurposes for which they are presently being used or held for use, subleaseand to the knowledge of CBOT Holdings, there are no facts or other Contract pursuant to which Seller holds a possessory interest conditions affecting any of the CBOT Holdings Improvements that, in the Leased aggregate, would reasonably be expected to materially and adversely interfere with the current use, occupancy or operation thereof; (iii) the existing buildings and improvements located on such CBOT Holdings Owned Real Property are located, to the knowledge of CBOT Holdings, entirely within the boundary lines of such CBOT Holdings Owned Real Property or on permanent easements on adjoining land benefiting such CBOT Holdings Owned Real Property and all amendmentsmay lawfully be used under applicable zoning and land use laws (either as of right, renewalsby special permit or variance, or extensions thereto as a grandfathered use) for their material current uses; (iv) there are no outstanding purchase agreements, options or rights of first refusal to purchase such CBOT Holdings Owned Real Property, or any material portion thereof or any material interest therein; (v) other than the Parking Agreement listed on Section 3.15(b)(i) of the CBOT Holdings Disclosure Letter, Section 3.15(b)(v) of the CBOT Holdings Disclosure Letter sets forth all Leases, written or oral, granting to any party (other than CBOT Holdings or any CBOT Holdings Subsidiary) the right of use or occupancy of more than 10,000 square feet of any CBOT Holdings Owned Real Property, whether by one Lease or by more than one Lease to the same party (each, a “CBOT Holdings Material Lease” and collectively, the “CBOT Holdings Material Leases”). The leasehold interest , and each CBOT Holdings Lease is the legal, valid, binding, and enforceable obligation of Seller CBOT Holdings or the applicable CBOT Holdings Subsidiary that is lessor thereunder, and, with respect to each item CBOT Holdings Material Lease: (1) to the knowledge of Leased CBOT Holdings, each such CBOT Holdings Material Lease is in full force and effect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding and enforceable obligation of CBOT Holdings or the applicable CBOT Holdings Subsidiary following the consummation of the transactions contemplated by this Agreement; (2) neither CBOT Holdings nor any CBOT Holdings Subsidiary has received any written notice that it is in default under any such CBOT Holdings Material Lease, nor, to the knowledge of CBOT Holdings, is CBOT Holdings or any CBOT Holdings Subsidiary or any other party to such CBOT Holdings Material Lease in default under any such CBOT Holdings Material Lease, and no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material default by CBOT Holdings or any CBOT Holdings Subsidiary or, to the knowledge of CBOT Holdings, any other party under such CBOT Holdings Material Lease; and (3) there are no material disputes, oral agreements or forbearance programs in effect as to any such CBOT Holdings Material Lease; and (vi) there is no pending or to the knowledge of CBOT Holdings, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to CBOT Holdings Owned Real Property which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, and there are no pending or, to the knowledge of CBOT Holdings, threatened condemnation proceedings relating to CBOT Holdings Owned Real Property which, if the condemnation was successful, would reasonably be expected to materially and adversely interfere with, detract from or restrict the current operation, value or use of property subject thereto; (vii) except in any such case as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on CBOT Holdings, such CBOT Holdings Owned Real Property is free in compliance with the terms and clear provision of any Encumbrancesrestrictive covenants, except Permitted Encumbrances. Seller is not a sublessor ofeasements, nor has assigned any lease covering, any item of Leased or agreements affecting such Owned Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does The Acquired Subsidiaries do not directly or indirectly own, or and have any rights to acquirenot owned, any real property, and there is no material real property owned by any Seller or any of its Affiliates used or held solely for use in the operation of the Business. (b) Schedule 5.15(bSection 4.15(b) lists all of Seller Disclosure Letter sets forth the real property and interests therein leased, subleased address or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For description of each item parcel of Acquired Leased Real Property, Schedule 5.15(b) also lists and a true and complete description of the lessorAcquired Lease (including the date, the lessee, the lease term, the lease rateif available, and name of the lease, sublease, parties to such Lease). Parent has delivered or other Contract pursuant made available to which Seller holds Purchaser a possessory interest in true and complete copy of the Leased Real Property and aforementioned Lease (including all amendments, renewalsmodifications, or extensions supplements, exhibits, schedules, addenda and restatements thereto and thereof) and all material ancillary documents related thereto (eachincluding consents, a “Lease”documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests Acquired Lease is in real property currently occupied or used full force and effect and is enforceable in connection accordance with the Business. The Leased Real Property is not its terms, subject to the Enforceability Exceptions. No Seller or any rights of wayits Affiliates (including the Acquired Subsidiaries) has received any written notice of any, building use restrictionsand to the Knowledge of Sellers there is no, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in material default under the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, Acquired Lease. Except as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries Section 4.15(c) of the Leased Real Property and do not encroach upon Seller Disclosure Letter, to the propertyKnowledge of Sellers, with respect to the Lease: (i) there are no material disputes with respect to the Lease; (ii) no Seller or any of its Affiliates has subleased, licensed or otherwise conflict with granted any Person the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body right to use or insurance company recommending improvements to the occupy such Acquired Leased Real Property or any other actions relative to portion thereof; and (iii) there are no material Liens on the estate or interest created by such Lease except for Permitted Liens. (d) To the Knowledge of Sellers, the Acquired Leased Real Property is free from any use or occupancy restrictions, except those imposed by applicable zoning laws, ordinances and regulations, none of which materially interfere with the use of the Acquired Leased Real Property. Seller has delivered to Buyer a copy , and from all non-ordinary course Taxes or assessments. (e) To the Knowledge of each deed and other instrument (as recorded) by which Seller acquired any Sellers, the Acquired Leased Real Property has not suffered any material damage by fire or other casualty which has not heretofore been repaired and a copy restored in all material respects. (f) To the Knowledge of each title insurance policySellers, opinionno Seller or any of its Affiliates has received any notice of material violation with respect to any of the Acquired Leased Real Property, abstract, survey and appraisal there exists no material conflict or dispute with any Governmental Authority relating to any Acquired Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Selleractivities thereon.

Real Property. Contracts and Leases Relating to Real Property. (a) Seller does not directly or indirectly ownThe Acquiror Disclosure Letter contains a true, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists correct and complete list by street address of all of the real property and interests therein leased, subleased or otherwise occupied or used estate properties owned by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”)Company. The leasehold interest of Seller Acquiror Disclosure Letter or the existing title reports and surveys with respect to the real estate properties owned by Acquiror listed in the Acquiror Disclosure Letter (the "Existing Acquiror Title Documents") (in each item case true, correct and complete copies of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease which Existing Acquiror Title Documents have been paid in full. made available to Target) set forth any improvements thereon (cincluding, without limitation, (i) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to buildings and other structures and parking areas located thereon and (ii) any easements, rights of way, building use restrictionsprivileges and appurtenances thereto relating to such real estate properties). The real estate properties owned by the Company and improvements thereon (including, title exceptionswithout limitation, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or buildings and other structures and parking areas located thereon and (ii) with respect any easements, rights of way, privileges and appurtenances thereto relating to each item of Leased Real Property, such real estate properties) are hereinafter referred to as the "Acquiror Properties". Except as set forth in the Lease relating Acquiror Disclosure Letter or the Existing Acquiror Title Documents, the Company owns fee simple title to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries each of the Leased Real Acquiror Properties, free and clear of Encumbrances, and the Acquiror Properties are not subject to any Property and Restrictions except for (i) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, including, without limitation, zoning regulations, that, individually or in the aggregate, do not encroach upon materially and adversely affect the property, or otherwise conflict with current use of the property rights, or materially detract from the value of any other Person. To Seller’s Knowledge, the Leased Real property and (ii) Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements Restrictions contained in leases to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellertenants at Acquiror Properties.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists all Buyer may at its expense conduct an environmental review of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewalsa title review of the owned Real Property prior to Closing. If it is established prior to Closing that there exists a material adverse violation of, or extensions thereto condition requiring remediation under, applicable environmental law at any of the Stations' owned Real Property (eachan "Environmental Condition"), then Buyer may elect to designate the affected Real Property as an Excluded Asset (but such exclusion shall not deprive Buyer of any other Station Assets at such site to which it is entitled upon Closing), and upon Closing the parties shall cooperate to facilitate Buyer's transition from such site to a “Lease”)new location at Buyer's expense (except as set forth below) and without delay of Closing. The leasehold interest of Seller If Buyer makes such election with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller an Environmental Condition that is not disclosed in any environmental report set forth on Schedule 1.1(f) and that at Closing has a sublessor ofremediation cost exceeding $250,000, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by then upon Closing Seller with respect to any Lease have been paid in full. shall either (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except at Seller's option): (i) those that lease such Real Property to Buyer for a term of thirty years without basic rent but with reimbursement of all costs of ownership of such Real Property other than costs related to the Environmental Condition (and with reciprocal options to convey and acquire such Real Property for no additional consideration if the Environmental Condition is later remediated in the aggregate do not impair the current use or occupancy of the Leased Real Property; all material respects) or (ii) with respect to each item of Leased acquire other Real Property, as set forth build out such property (in a manner substantially comparable to than the Lease relating affected property) and move the affected Station facilities to such itemproperty or (iii) remediate the Environmental Condition in all material respects after Closing. To If it is established prior to Closing that Seller’s Knowledge, all buildings, plants, structures and other improvements 's title to any owned or real property currently used by Seller lie wholly within in the boundaries operation of the Leased Real Property and do Stations is subject to a title defect or deficiency that materially adversely affects the operation of a Station located thereon as currently operated, then, except for Permitted Liens, Seller shall remedy such defect in all material respects, but the Closing shall not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, be delayed and Seller has not received may remedy any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellersuch condition after Closing.

Real Property. (a) Seller The Company does not directly or indirectly own, or have any rights to acquire, own any real property. (b) Schedule 5.15(b2.15(b) lists sets forth a true, correct and complete list of all of the real property and interests therein leasedleased by the Company, subleased whether as lessee or otherwise occupied or used by Seller lessor (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For , each item Contract relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”), and any lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 5.15(b2.15(b) also lists (i) the lessorstreet address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the lessee, the lease term, the lease raterent currently being paid pursuant to each Real Property Lease, and the lease, sublease, or other Contract pursuant to which Seller holds expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a possessory valid and enforceable leasehold interest in the all its Leased Real Property and all amendments, renewals, reflected in the Financial Statements or extensions thereto (each, a “Lease”)acquired after the Recent Balance Sheet Date. The leasehold interest of Seller with respect to each item of All Leased Real Property is free and clear of any Encumbrancesall Liens, except other than Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullLiens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each Real Property Lease is in full force and effect; all rents and additional rents due to date on each Real Property Lease have been paid and neither the Company nor any other party to any such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect to any Real Property Lease. There exists no event that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any other party thereto, under any of the Real Property Leases. The Company is not 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 leased or subleased Leased Real Property. (d) The Leased Real Property constitutes comprises all interests in of the real property currently occupied used or intended to be used in connection with in, or otherwise related to, the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries operation of the Leased Real Property and do in the conduct of the Business does not encroach upon the propertyviolate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or otherwise conflict with the property rights, of any other PersonContract. To Seller’s Knowledgethe Knowledge of the Company, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body there are no material Actions pending nor threatened against or insurance company recommending improvements to affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other actions relative party is required under any Real Property Lease as the result of the Transactions contemplated hereby or to keep such Real Property Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby. (f) All improvements necessary for the Business and constituting part of the Leased Real Property have been completed and the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law and, to the Knowledge of the Company, there are presently in effect all Permits required by Law. The Company has not received any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly or indirectly ownSection 4.14(a) of the GPC Disclosure Letter sets forth, or have any with respect to each parcel of SpinCo Leased Real Property as of the date of this Agreement, the Contracts that provide a SpinCo Company with rights to acquirelease, sublease, license, use or otherwise occupy such parcel of SpinCo Leased Real Property as of the date of this Agreement, including any real propertyamendments or modifications thereof (all such Contracts, together with the Contracts that provide each SpinCo Company with rights to lease, sublease, license, use or otherwise occupy the SpinCo Leased Real Property as of the Closing Date, including any amendments or modifications thereof, collectively, the “SpinCo Leases”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. Except to the extent disclosure is limited by the terms of any SpinCo Lease, true, correct and complete copies of all SpinCo Leases existing as of the date of this Agreement have been provided to RMT Parent. The applicable SpinCo Company (i) has a valid and binding leasehold interest in, and enjoys peaceful and undisturbed possession of, each parcel of SpinCo Leased Real Property existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of SpinCo Leased Real Property that will exist as of the Closing Date, in each case, free and clear of all Liens other than Permitted Liens. (b) Schedule 5.15(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with With respect to each item SpinCo Lease, neither the applicable SpinCo Company, nor, to the knowledge of GPC, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of the SpinCo Company party to such SpinCo Lease, or, to the knowledge of GPC, any other party to such SpinCo Lease. Except as described on Section 4.14(b) of the GPC Disclosure Letter, the consummation of the transactions provided for herein will not create or constitute a default or event of default under any SpinCo Lease or require the consent of any other party to any such lease to avoid a default or event of default. The SpinCo Leased Real Property is free in compliance in all material respects with all laws, rules, regulations and clear of any Encumbrances, except Permitted Encumbrances. Seller ordinances related to the business as it is not a sublessor of, nor has assigned any lease covering, any item of currently conducted on such SpinCo Leased Real Property. Leasing commissions Except as otherwise indicated on Section 4.14(b) of the GPC Disclosure Letter, no SpinCo Company has subleased or other brokerage fees due from granted to a third party any right to use or payable by Seller with respect to occupy all or any Lease have been paid in fullportion of the SpinCo Leased Real Property. (c) The To the knowledge of GPC, there are no eminent domain or similar Proceedings pending or threatened affecting all or any material portion of the SpinCo Leased Real Property constitutes all interests in real property currently occupied Property. To the knowledge of GPC, there is no writ, injunction, decree, order or used in connection with judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened, relating to the Businessownership, lease, use, occupancy or operation by any Person of the SpinCo Leased Real Property. The SpinCo Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except in good condition and repair and is sufficient for the uses in which such property is presently employed. (id) those that in the aggregate do not impair the current use or occupancy None of the Leased Real Property; or (ii) with respect SpinCo Companies owns any real property nor is under contract to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, purchase or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of acquire any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerproperty.

Real Property. (a) The applicable Seller does not directly or indirectly ownhas, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists all in the case of the real property located in the state of Texas, good and interests therein leasedindefeasible title and, subleased in the case of real property located elsewhere, good and marketable title to the fee or otherwise occupied or used by Seller leasehold estates (with as applicable) in all easements Transferred Owned Real Property and other rights appurtenant to such property, the “Leased Real Property”). For each item of Transferred Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is case free and clear of all Liens other than Permitted Liens. Each of the Transferred Leases is valid, in full force and effect and is enforceable against the landlord that is party thereto in accordance with its terms. There exists no default or event of default on the part of any EncumbrancesSeller or any of its Affiliates or, to the Knowledge of Sellers, on the part of any other party under any of the Transferred Leases. Sellers have made available to Buyer complete and correct copies of all Transferred Leases, including any and all amendments or modifications thereto, and no term or condition of any of the Transferred Leases has been waived, modified or amended except Permitted Encumbrancesas reflected in such copies. Seller is not a sublessor ofEach of the Transferred Leases constitutes the entire agreement of the landlord and tenant thereunder. There are no pending or, nor has assigned any lease coveringto the Knowledge of Sellers, any item of Leased Real Property. Leasing commissions threatened condemnation proceedings or other brokerage fees due from or payable by Seller with respect Legal Proceedings relating to any Lease have been paid in full. (c) The Transferred Owned Real Property or Transferred Leased Real Property constitutes all interests in real property currently occupied or used in connection with other matters affecting materially and adversely the Business. The Leased Real Property is not subject current use, occupancy or value thereof and there are no Contracts (other than Permitted Liens) granting to any rights party or parties other than Sellers the right of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of any such parcel, and there are no parties other than Sellers in possession of any such parcel. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Transferred Owned Real Property or, to the Knowledge of Sellers and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s KnowledgeSeller Parent, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Transferred Leased Real Property or any portion thereof or interest therein other actions relative to the Leased Real Property. Seller has delivered than in favor of Sellers, which such purchase options and rights shall be fully and unconditionally assigned to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerat Closing.

Real Property. (ai) Seller does not directly or indirectly own, or have any rights to acquire, currently own any real propertyproperty that is Related to the Business. (bii) Schedule 5.15(bSection 3.10(d)(ii)(A) lists of the Seller Disclosure Letter sets forth a list of all Real Property Leases (including references to each amendment thereto), and for each Real Property Lease, the name of the parties to such Real Property Lease, the date of such Real Property Lease, the term of the Real Property Lease and the size of the premises that are the subject of the Real Property Lease. The Real Property Leases, when taken together with the Seller Services, constitute all of the interests in real property of Seller necessary for Seller to conduct the Business in all material respects as currently conducted and, immediately after the Closing, necessary for Buyer to continue to operate and interests therein leasedconduct the Business in all material respects as currently conducted. Except as set forth on Section 3.10(d)(ii)(C) of the Seller Disclosure Letter, subleased to Seller’s Knowledge, there are no conditions existing or otherwise occupied or used by Seller (with all easements and other rights appurtenant actions pending or, to such propertySeller’s Knowledge, threatened that would materially impair the “Leased Real Property”). For each item adequacy of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property for that purpose. As of the Closing, all amounts currently due and all amendmentspayable pursuant to the Real Property Leases have been paid in full or reserved for in the Closing Net Working Capital in accordance with GAAP. Except as set forth on Section 3.10(d)(ii)(D) of the Seller Disclosure Letter, renewalsSeller has not entered into any written sublease, license, option, right, concession or extensions thereto (each, a “Lease”)other agreement or arrangement granting to any Person the right to use or occupy any Leased Real Property or any portion thereof or interest therein. The leasehold interest improvements on the Leased Real Property are in safe working order, good operating condition and in a state of Seller with respect to good maintenance and repair, in each item case, in all material respects, ordinary wear and tear, casualty and condemnation excepted and are sufficient for the purposes for which they are presently being used. No portion of any Leased Real Property is free and clear subject to any pending condemnation or eminent domain Action or other Action by any Governmental Entity and, to Seller’s Knowledge, there is no threat of any Encumbrances, except Permitted Encumbrancescondemnation or eminent domain proceedings or other proceedings with respect thereto. The operations of Seller is not a sublessor ofdo not, nor has assigned to Seller’s Knowledge, does any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests violate in real property currently occupied any material respect any applicable building code, zoning requirement or used in connection with other Law relating to the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such itemoperations thereon. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned no third-party claim has been made against Seller or used by Seller lie wholly within against the boundaries of the Leased landlord under any Real Property and do not encroach upon the property, Lease based on an event or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to circumstance occurring on the Leased Real Property or any other actions relative relating to the use and occupancy by Seller of the Leased Real Property. Seller , and, to Seller’s Knowledge, no event or circumstance has delivered occurred that would reasonably be expected to Buyer give rise to such a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a third-party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerclaim.

Real Property. (a) Seller does not directly The applicable Transferred FH Companies and their Closing Subsidiaries or indirectly ownthe FH Affiliates (in respect of the FH Business), as set forth on Section A(13) of the Seller’s Disclosure Letter, have (or immediately prior to the Closing will have) good and valid title in fee simple (or local foreign law equivalent) to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Except for Permitted Encumbrances and as disclosed in Section 3.14(a) of the Seller’s Disclosure Letter, with respect to each parcel of Owned Real Property, no Transferred FH Company and their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) have entered into any lease, sublease, license, option to purchase, right of first refusal, or have other similar agreement, written or oral, granting to any rights Person the present or future right to acquire, use or occupy such parcel of Owned Real Property or any real propertyportion thereof. To the Knowledge of Seller, all facilities located on such Owned Real Property are supplied with utilities and other services (such as gas, electricity, water, telephone, sanitary sewer and storm sewer) via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel, all of which services are sufficient for the conduct of the FH Business as currently conducted in the ordinary course at that location. (b) Schedule 5.15(bSection A(11) of Seller’s Disclosure Letter lists all Leases, including the addresses of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “applicable Leased Real Property”). For each item True, correct and complete copies of Leased Real Property, Schedule 5.15(b) also lists all Leases in effect as of the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant date hereof relating to which Seller holds a possessory interest in the Leased Real Property have heretofore been delivered by Seller to Buyer. To the Knowledge of Seller, all such Leases are valid, binding and all amendmentsin full force and effect and are enforceable by the lessee thereunder, renewalssubject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or extensions thereto (eachaffecting creditors’ rights and to general equity principles. To the Knowledge of Seller, a “Lease”). The leasehold interest of Seller with respect no lessee under any Lease relating to each item of Leased Real Property is free and clear of in material default under any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullsuch Lease. (c) The Leased Real Property constitutes all interests As of the date hereof, none of the FH Share Sellers, the FH Asset Sellers or any of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in real property currently occupied or used in connection with respect of the FH Business. The Leased ) has received any written notice from any Governmental Authority that the Real Property is not subject to in any rights of way, building use restrictions, title exceptions, variances, reservations or limitations violation of any kind federal, state or naturemunicipal law, except ordinance, order, regulation or requirement that would, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole. (d) As of the date hereof, none of the Transferred FH Companies or their Closing Subsidiaries or the FH Affiliates (in respect of the FH Business) has received any written notice that (i) those any condemnation proceeding is pending or threatened with respect to any Real Property that in the aggregate do not impair the current use or occupancy of the Leased Real Property; would reasonably be expected to have a Material Adverse Effect or (ii) with respect to each item any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and any buildings or other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of on any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerordinary course consistent with past practice.

Real Property. (a) Seller does not directly or indirectly own, or have and nor any rights to acquireof its predecessors has ever owned, any interest in any real property. (b) Schedule 5.15(b) lists 3.19 completely and accurately describes all leases and subleases of the real property and interests therein leased, subleased or otherwise occupied or (the “Leases”) used by or held for use by Seller in connection with the Business, together with a description of all buildings and material fixtures and improvements erected thereon (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessorand, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item Lease, sets forth the identity of Leased Real Property the landlord or sub-landlord, the commencement date and term of such Lease, any amendment to such Lease, and the aggregate annual rent under such Lease. Schedule 3.19 sets forth and separately identifies each Lease for which the landlord or sub-landlord is free and clear an equityholder or Affiliate of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullSeller. (c) The Leased Real Property constitutes all interests Leases are in real property currently occupied or used good standing and are valid, binding and enforceable in connection accordance with the Business. The Leased Real Property is their respective terms, and there does not subject exist under any such Lease any default by Seller or, to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To , or any event that, with notice or lapse of time or both, would constitute a default by Seller or, to Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or by any other actions relative to the Leased Real PropertyPerson. Seller has delivered to Buyer a copy complete and accurate copies of each deed all Leases, including all amendments and agreements related thereto. All rent and other instrument charges currently due and payable under the Leases have been paid. (as recordedd) by which Seller acquired is the holder of the lessee’s interest under the Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder. No lessor under the Leases has any Liens on, or claim to, any of the Tangible Personal Property located at the Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any except as provided under applicable Law. (e) The Leased Real Property comprise all real property or leased by Seller or otherwise used or held for use in its possession. Seller is not a party to or bound by any Contract (including any option) for connection with the purchase or sale conduct of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerBusiness as heretofore conducted.

Real Property. (a) Seller First Central does not directly or indirectly own, or have own any rights to acquire, interest in any real propertyproperty (other than as lessee) except as set forth in the First Central Disclosure Memorandum (such properties being referred to herein as “First Central Realty”). Except as disclosed in the First Central Disclosure Memorandum, First Central has good title to the First Central Realty and the titles to the First Central Realty are covered by title insurance policies providing coverage in the amount of the original purchase price, true, correct and complete copies of which have been or will be furnished to United with the First Central Disclosure Memorandum. First Central has not encumbered the First Central Realty since the effective dates of the respective title insurance policies. (b) Schedule 5.15(b) lists all Except as set forth in the First Central Disclosure Memorandum, the interests of First Central in the First Central Realty and in and under each of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is First Central Leases are free and clear of any Encumbrancesand all liens and encumbrances and are subject to no present claim, except Permitted Encumbrances. Seller is not a sublessor ofcontest, nor has assigned any lease coveringdispute, any item action or, to the knowledge of Leased Real Property. Leasing commissions First Central, threatened action at law or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullequity. (c) The present and past use and operations of, and improvements upon, the First Central Realty and all real properties included in the Leased Properties (the “First Central Leased Real Property constitutes Properties”) are in compliance in all interests in real property currently occupied material respects with all applicable building, fire, zoning and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any violation or used in connection with alleged violation thereof has been received, and there are no proposed changes therein that would affect the Business. The First Central Realty, the First Central Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations Properties or limitations of any kind or nature, except their uses. (id) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, Except as set forth in the First Central Disclosure Memorandum, no rent has been paid in advance and no security deposit has been paid by, nor is any brokerage commission payable by or to, First Central with respect to any Lease relating pursuant to such item. To Seller’s Knowledgewhich it is lessor or lessee. (e) First Central is not aware of any proposed or pending change in the zoning of, all buildingsor of any proposed or pending condemnation proceeding with respect to, plantsany of the First Central Realty or the First Central Leased Real Properties which may adversely affect the First Central Realty or the First Central Leased Real Properties or the current or currently contemplated use thereof. (f) The buildings and structures owned, structures and other improvements owned leased or used by Seller lie wholly within First Central are, taken as a whole, in good operating order (except for ordinary wear and tear), usable in the boundaries ordinary course of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirementsbusiness, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements are sufficient and adequate to carry on the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy business and affairs of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerFirst Central.

Real Property. (a) Schedule 3.5 contains a complete description of all Real Property Interests (including street address, owner, and Sellers’ use thereof). The Real Property Interests listed on Schedule 3.5 comprise all interests in real property necessary to conduct the business and operations of the Stations as now conducted. Except as described on Schedule 3.5, Sellers have good fee simple title to all fee estates included in the Real Property Interests and good title to all other Real Property Interests, in each case free and clear of all liens, mortgages, pledges, covenants, easements, restrictions, encroachments, leases, charges, and other claims and encumbrances, except for Permitted Encumbrances. Each leasehold or subleasehold interest included on Schedule 3.5 is legal, valid, binding, enforceable, and in full force and effect. Neither the Seller does not directly or indirectly ownparty thereto nor, to Sellers’ Knowledge, any other party thereto, is in default, violation, or breach under any lease or sublease, and no event has occurred and is continuing that constitutes (with notice or passage of time or both) a default, violation, or breach thereunder. Sellers have not received any notice of a default, offset, or counterclaim under any lease or sublease with respect to any of the Real Property Interests. As of the date hereof and as of the Closing Date, Sellers enjoy peaceful and undisturbed possession of the leased Real Property Interests; and so long as Sellers fulfill their obligations under the lease therefor, Sellers have enforceable rights to acquirenondisturbance and quiet enjoyment against its lessor or sublessor and, to Sellers’ Knowledge, except as set forth in Schedule 3.5, no third party holds any real propertyinterest in the leased premises with the right to foreclose upon Sellers’ leasehold or subleasehold interest. Sellers have legal and practical access to all of the Owned Real Property and Leased Real Property, as applicable. (b) Schedule 5.15(b) lists all To Sellers’ Knowledge, none of the Real Property impermissibly encroaches on any other buildings, structures or improvements located on adjoining real property estate. Except as otherwise disclosed in Schedule 3.5, all towers, guy anchors, ground radials, and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements buildings and other rights appurtenant improvements included in the Assets are, to such propertySellers’ Knowledge, located entirely on the “Leased Owned Real Property”). For each item of Property or the Leased Real Property, as applicable, listed in Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full3.5. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Sellers’ Knowledge, all buildings, plantsstructures, structures and improvements included in the Assets are constructed in conformity with, or are “grandfathered” with respect to, all “setback” lines, easements, and other improvements owned restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance, except in any case for any of the foregoing which would not materially impair the ability of Sellers to own or operate the Stations or which would not involve any material cost or expense to cure or remedy. No utility lines serving the Real Property nor guy wires supporting any tower pass over the lands of others except where appropriate easements have been obtained. All towers and other structures on the Real Property are painted and lighted in accordance, in all material respects, with the requirements of the applicable Licenses, the FCC, the Federal Aviation Administration and all applicable requirements of federal, state and local law. (d) All utilities that are required for the full and complete occupancy and use of the Real Property for the purposes for which such properties are presently being used by Seller lie wholly within Sellers, including, without limitation, electric, water, sewer, telephone and similar services, have been connected and are in good working order. By the boundaries of Closing Date, Sellers will have paid all charges for such utilities, including, without limitation, any “tie-in” charges or connection fees, except for those charges that will not become due until after the Closing Date and that are to be prorated between pursuant to Section 2.3. (e) All Owned Real Property and Leased Real Property (including the improvements thereon) (i) is in good condition and do not encroach upon repair consistent with its current use, (ii) is available for immediate use in the propertyconduct of the business and operations of the Stations, and (iii) complies in all material respects with all Licenses, all applicable material building or otherwise conflict with zoning codes and the property rightsregulations, codes, ordinances and statutes of any other Person. To Seller’s governmental authority having jurisdiction, except to the extent that the current use by Sellers, while permitted, constitutes or would constitute a “nonconforming use” under current zoning or land use regulations. (f) Each of the towers located on the Real Property can structurally support all of the equipment used in connection therewith in accordance with law, governmental approvals and sound engineering practices. (g) No eminent domain or condemnation proceedings are pending or, to Sellers’ Knowledge, the Leased threatened with respect to any Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerInterests.

Real Property. (a) Section 1.1(m) of the Seller does not directly Disclosure Schedule sets forth a complete and accurate list of each parcel of Transferred Real Property, showing the record title holder, legal address and legal description of each such parcel of Transferred Real Property. Section 2.1(a)(iv) of the Seller Disclosure Schedule sets forth a complete and accurate list of each Real Property Lease, showing the landlord, tenant and legal address and, if and to the extent provided in each Real Property Lease, a legal description of the Real Property subject to each such Real Property Lease. Section 1.1(w) of the Seller Disclosure Schedule sets forth a complete and accurate list of each Shared Site, showing the applicable landlord, tenant, legal address, Shared Site ▇▇▇▇▇▇▇▇▇ and expiration date thereof, approximate square footage of space used by the Business thereat and the rent to be paid by Purchaser or indirectly own, or have any rights the applicable Foreign Acquisition Entity after Closing pursuant to acquire, any real propertythe applicable Shared Site Agreement. (b) Schedule 5.15(b) lists The Transferred Real Property, the Real Property subject to the Real Property Leases, the Real Property subject to the Shared Site Agreements, the Rochester Sites, the Harrow Facility and the KEPS Plant is all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased interests in Real Property that is free and clear used or held for use in the operation or conduct of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullthe Business. (c) The Leased As of the date of this Agreement, there are no pending, or to the Knowledge of Seller, threatened in writing, (i) condemnation or similar proceedings against Seller or any Other Seller relating to any of the Transferred Real Property, the Real Property constitutes all interests subject to the Real Property Leases, the Rochester Sites, the Harrow Facility or the KEPS Plant or (ii) fire, health, safety, building, zoning or other land use regulatory proceedings relating to any portion of the Transferred Real Property, the Real Property subject to the Real Property Leases, the Rochester Sites, the Harrow Facility or the KEPS Plant that are reasonably likely, individually or in real property currently occupied or used in connection the aggregate, to materially interfere with the Business. The Leased occupancy or present use of such Real Property is not subject or have a material adverse impact on the value of such Real Property or cause Purchaser to incur any material expense; provided that, for purposes of this Section 3.16(c), with respect to any Real Property that Seller or any Other Seller does not own, Seller shall not be obligated to make any inquiry of the fee owner of such Real Property regarding the foregoing matters. (d) (i) True, correct and complete copies of the Real Property Leases have been made available to Purchaser, (ii) no Seller Party has assigned its interest under a Real Property Lease, (iii) as of the date of this Agreement, all Real Property Leases are in full force and effect and, to the Knowledge of Seller, are enforceable against each party thereto in accordance with the express terms thereof, and (iv) there does not exist under any Real Property Lease any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Seller or any of its Affiliates or, to the Knowledge of Seller, any other party thereto, except, in each case, (A) as will be cured upon receipt of the Bankruptcy Consents and payment of the Cure Costs, or (B) any such breach, violation or default as to which requisite waivers or consents have been obtained. (e) True, correct and complete copies of the Shared Site Overleases have been made available to Purchaser. (f) All Material Real Property Improvements are in good operating condition and repair, ordinary wear and tear excepted, and have not suffered any material casualty or other material damage that has not been repaired in all material respects. Each Material Real Property Improvement has, and each applicable Seller Party has a legal right to, all utilities, access and rights of way necessary to operate such Material Real Property Improvement as currently operated at the applicable Real Property, and, to the Knowledge of Seller there are no disputes, actions or violations that would reasonably be expected to result in termination or material reduction in such utilities, access and rights of way, building except as would not materially affect the use restrictions, title exceptions, variances, reservations or limitations of any kind or naturesuch Material Real Property Improvements in the operation of the Business. All Material Real Property Improvements are in compliance with all applicable Laws, except to the extent that failure to so comply would not (i) those that in prevent the aggregate do not impair the current use or occupancy of the Leased such Material Real Property; Property Improvement as currently operated or (ii) with respect cause Purchaser or its Affiliates to each item be subject to fines, penalties or remediation of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries a material amount. (g) The current actual use of the Leased Real Property Harrow Facility is, and do not encroach upon the propertywill be at Closing, or otherwise conflict in compliance with the property rights, user requirements of any other Person. To Seller’s Knowledge, clause 19 of the Leased Real Property complies with all Laws, including zoning requirements, Harrow Lease and Seller has not received taken, and will not take prior to Closing, any notifications from step which has or may trigger any Governmental Body right of first refusal or insurance company recommending improvements option to acquire the Leased Real Property or any other actions relative to Harrow Facility on the Leased Real Property. part of ▇▇ ▇▇▇▇▇▇ Properties Limited under the Agreement with the Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policydated December 29, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller2007.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (bSchedule 5.9(a) Schedule 5.15(b) lists sets forth a complete list of all of the interests in real property and interests therein leased, subleased or otherwise occupied or used leased by Seller and includes a copy of each lease agreement (with all easements individually, a “Real Property Lease” and other rights appurtenant to such propertycollectively, the “Leased Real Property Leases”, being referred to herein individually as a “Seller Property” and collectively as the “Seller Properties”). For each item of Leased Real Property, Schedule 5.15(b) also lists the as lessee or lessor, including a description of each such Real Property Lease (including the lessee, name of the third party lessor or lessee and the date of the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property sublease and all amendments, renewals, or extensions thereto (each, a “Lease”amendments thereto). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes Properties constitute all interests in real property currently used, occupied or used currently held for use in connection with the BusinessBusiness of Seller and which are necessary for the continued operation of the Business of Seller as the Business is currently conducted. The Leased All of the Seller Properties and buildings, fixtures and improvements thereon leased by Seller (i) are in good operating condition without known structural defects, and all mechanical and other systems to the Knowledge of Seller 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 respects for their current and contemplated uses. None of the improvements located on the Seller Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. Seller has delivered to Purchaser true, correct and complete copies of the Real Property is Leases, together with all amendments, modifications or supplements, if any, thereto. Seller Properties are not subject to any leases, rights of wayfirst refusal, building use restrictionsoptions to purchase or rights of occupancy, title exceptionsexcept the Real Property Leases set forth on Schedule 5.9(a). The Seller Properties are owned by the Controlling Shareholders. At the Closing Purchaser shall enter into a new real property lease for each of the Seller Properties for an initial term of five (5) years and with an option for an additional five (5) year term. The aggregate base rental rate for all the Seller Properties shall initially be $43,000 per month, variancesand each lease shall be on a triple net lease basis. The form of the lease is attached hereto and incorporated herein as Exhibit A. Each of the existing Real Property Leases shall be terminated at Closing pursuant to a Lease Termination Agreement in the form attached hereto as Exhibit J. (b) Seller has a valid, reservations binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, free and clear of all Liens. Each of the Real Property Leases is in full force and effect. Seller is not in default under any Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or limitations without notice or the passage of time or both, would result in such a default. Seller has not received or given any notice of any kind default or natureevent that with notice or lapse of time, except or both, would constitute a default by Seller under any of the Real Property Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto. (ic) those that in the aggregate do not impair Seller has all material certificates of occupancy and Permits of any Governmental Body necessary or useful for the current use or occupancy and operation of each Seller Property, and Seller has fully complied with all material conditions of the Leased Real Property; Permits applicable to them. No default or (ii) violation, or event that with respect to each item the lapse of Leased Real Propertytime or giving of notice or both would become a default or violation, as set forth has occurred in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, due observance of any other Person. To Permit. (d) There does not exist any actual or, to the Knowledge of Seller’s Knowledge, the Leased Real threatened or contemplated condemnation or eminent domain proceedings that affect any Seller Property complies with all Laws, including zoning requirementsor any part thereof, and Seller has not received any notifications from notice, oral or written, of the intention of any Governmental Body or other Person to take or use all or any part thereof. (e) Seller has not received any notice from any insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller that has delivered to Buyer issued a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating policy with respect to any Leased Real Seller Property in its possession. requiring performance of any structural or other repairs or alterations to such Seller Property. (f) Seller does not own, hold, is not obligated under or is a party to or bound by any Contract (including to, any option) for the purchase , right of first refusal or sale other contractual right to purchase, acquire, sell, assign or dispose of any real estate interest or any Contract for the lease to portion thereof or from Seller of any real estate interest not currently in possession of Sellertherein.

Real Property. (a) Except for its interest in the Leased Premises, Seller does not directly own any right, title or indirectly own, or have any rights to acquire, interest in any real property nor has Seller ever owned any property. (b) Section 5.6(b) of the Disclosure Schedule 5.15(b) lists contains a list of all of the real property and interests therein leased, subleased or otherwise occupied or used leased by Seller in connection with the Business (with all easements and other rights appurtenant to such propertycollectively, the “Leased Real PropertyPremises”), and identifies each Contractual Obligation under which such property is leased (the “Existing Leases”). For each item of Leased Real PropertyThere are no subleases, Schedule 5.15(b) also lists the lessorlicenses, the lesseeconcessions, the lease term, the lease rate, and the lease, sublease, occupancy agreements or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect Contractual Obligations granting to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with other Person the Business. The Leased Real Property is not subject to any rights right of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or Premises and there is no Person (iiother than Seller) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries possession of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other PersonPremises. To the Knowledge of Seller, there is no pending or threatened eminent domain taking affecting any portion of the Leased Premises which shall interfere with Seller’s Knowledge, conduct of the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real PropertyBusiness. Seller has delivered to Buyer true, correct and complete copies of the Existing Leases, including all amendments, modifications, notices or memoranda of lease thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreements, if any, related thereto. To the Knowledge of Seller, no event or condition currently exists which would create a copy legal or other impediment to the use of each deed the Leased Premises as currently used, or would increase the additional charges or other sums payable by the tenant under any Existing Lease (including, without limitation, any pending tax reassessment or other special assessment affecting the Leased Premises). To the Knowledge of Seller, the Leased Premises (including, without limitation, the roof, the walls and all plumbing, wiring, electrical, heating, air conditioning, fire protection and other instrument systems, as well as all paved areas, included therein or located thereat) are in good working order, condition and repair, reasonable wear and tear excepted, and are not in need of maintenance or repairs except for maintenance or repairs which are routine, ordinary and are not material in costs or nature. Seller’s operation and use of the Leased Premises fully comply with (as recordedi) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerall applicable Laws.

Real Property. (a) Seller does not directly or indirectly ownSection 4.9(a) of the Panther Disclosure Letter sets forth a true, or have any rights to acquirecorrect and complete list, any real property. (b) Schedule 5.15(b) lists as of the date hereof, of all of the real property and interests therein leased, subleased or otherwise occupied or used owned by Seller the Panther Entities (with all easements and other rights appurtenant to such property, the “Leased Panther Owned Real Property”). For each item of Leased The Panther Entities have fee simple, insurable title to all Panther Owned Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any all Encumbrances, except Permitted Encumbrances. Seller is For purposes of the preceding sentence, “insurable title” means such title as a nationally recognized title insurance company would insure subject to its customary standard exclusions and exceptions and other exceptions that would not materially affect the operations of the Panther Entities as conducted on the Panther Owned Real Property as of the date hereof, so long as the insured complies with all obligations of the insured with respect to such title insurance commitment and the insured pays all title insurance and endorsement premiums and all other costs, fees and expenses of the title insurance company. There are no outstanding Contracts, options, rights of first offer or rights of first refusal in favor of any third parties to purchase or otherwise acquire any Panther Owned Real Property or any portion thereof or interest therein. (b) Section 4.9(b) of the Panther Disclosure Letter sets forth a sublessor oftrue, nor has assigned any lease coveringcorrect and complete list, any item as of the date hereof, of all of the real property leased or subleased by the Panther Entities (the “Panther Leased Real Property. Leasing commissions ”) and each lease or other brokerage fees due from agreement pursuant to which the Panther Entities lease or payable by Seller otherwise occupy any Panther Leased Real Property (each, together with respect all amendments, modifications and agreements related thereto, a “Panther Real Property Lease”). A Panther Entity has a valid leasehold or subleasehold (as applicable) interest in all Panther Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances. All Panther Real Property Leases are in full force and effect and are enforceable in accordance with their respective terms, subject to the effect of any Lease have been paid applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in fulla Proceeding in equity or at Law), except as would not reasonably be expected to have, individually or in the aggregate, a Panther Material Adverse Effect. (c) The Panther Entities are not in default or otherwise in breach under any Panther Real Property Lease and, to the Knowledge of Panther, no other party is in default or otherwise in breach thereof, except for breaches or defaults that would not reasonably be expected to be, individually or in the aggregate, material to Panther. No party to any Panther Real Property Lease has notified the Panther Entity party thereto in writing that it is exercising any termination right with respect thereto, and, to the Knowledge of Panther, there is no outstanding dispute, oral agreement or forbearance program in effect with respect to any Panther Real Property Lease, except as would not reasonably be expected to be, individually or in the aggregate, material to Panther. The delivery and execution of this Agreement and the consummation of the transactions contemplated hereby do not require the consent of the landlord or any other Person under any Panther Real Property Lease. Panther has made available to Neptune a true, correct and complete copy of each Panther Real Property Lease. (d) With respect to each Panther Owned Real Property and each Panther Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or natureProperty, except as would not reasonably be expected to have, individually or in the aggregate, a Panther Material Adverse Effect, (i) those the Panther Entities have not leased, subleased or otherwise granted anyone the right to use or occupy any portion thereof, (ii) all improvements thereon that are used or occupied by the Panther Entities are in good operating condition and repair (ordinary wear and tear excepted) and sufficient for the aggregate do not impair the current Panther Entities’ use or occupancy of the Leased Real Property; or such properties and (iiiii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the propertydate hereof, or otherwise conflict with the property rightsthere is no pending or, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property Knowledge of Panther, threatened condemnation or other eminent domain proceeding affecting any portion thereof, nor any sale or other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy disposition in lieu of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellercondemnation.

Real Property. (a) Section 3.9(a) of the Seller does not directly Disclosure Schedule sets forth an accurate and complete list (by street address and current owner) of all real property in which any Acquired Company has fee title (or indirectly ownequivalent) interest (collectively, or have any rights the “Acquired Company Real Property”). The applicable Acquired Company has good and marketable title in fee simple to acquireeach parcel of Acquired Company Real Property, any real propertyin each case free and clear of all Encumbrances other than Permitted Encumbrances. (b) Schedule 5.15(bSection 3.9(b) lists all of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the date and term of the lease, the name of the parties thereto and the aggregate annual rent payable thereunder) of (a) all real property that is leased by any Acquired Company (collectively, the “Acquired Company Leased Real Property”). For each item of ) and (b) all Leased Real Property, Schedule 5.15(b) also lists . The Sellers have made available to the lessor, Purchaser complete copies of the lessee, leases in effect as of the lease term, date hereof relating to the lease rate, Acquired Company Leased Real Property and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendmentsthere has not been any sublease or assignment entered into by the Sellers, renewalsany Asset Selling Affiliate or any Acquired Company in respect of the leases relating to such Leased Real Property or Acquired Company Leased Real Property (together, or extensions thereto (each, a the “LeaseLeases”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any EncumbrancesNo Acquired Company, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid Acquired Company Leased Real Property, and neither the Sellers nor any Asset Selling Affiliate, with respect to Leased Real Property, nor, to the Sellers’ Knowledge, any other party, is in fullmaterial breach or default of any provision of any such Lease. (c) The Except (i) as set forth on Section 3.9(c) of the Seller Disclosure Schedule, and (ii) for the real property used for the provision of the Ancillary Services, the Acquired Company Real Property, the Acquired Company Leased Real Property constitutes and the Leased Real Property constitute all interests in real property currently used, occupied or used held for use in connection with the Business. The Leased Real Property is not subject Business immediately prior to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerClosing.

Real Property. (a) To Seller's knowledge, Annex 2 contains a complete and correct legal description as of December 13, 2001 of the real property of the Cheswick Facility. True copies of any current surveys, abstracts, title commitments and title opinions in Seller's possession and all policies of title insurance currently in force and in the possession of Seller does not directly or indirectly own, or with respect to the Cheswick Facility have any rights heretofore been made available to acquire, any real propertyBuyer. (b) Schedule 5.15(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by The Mount Pleasant Facility is leased to Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (eachMount Pleasant Lease, a “Lease”)copy of which has previously been made available to Buyer. The leasehold interest of Seller Other than with respect to each item the Mount Pleasant Lease and except as set forth in Section 3.8(b) of Leased Real Property is free and clear of any Encumbrancesthe Disclosure Schedule, except Permitted Encumbrances. there are no other material real property leases under which Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions lessee or other brokerage fees due from or payable by Seller with respect lessor and that relate exclusively to any Lease have been paid in fullthe Purchased Assets. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, Except as set forth in Section 3.8(c) of the Lease relating to such item. To Seller’s KnowledgeDisclosure Schedule, all buildings, plants, structures improvements at the Cheswick Facility and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies Mount Pleasant Facility are in material compliance with all Laws, including those pertaining to zoning requirementsand building. Except as revealed in the survey of the Cheswick Facility previously made available to Buyer and as set forth in Section 3.8(c) of the Disclosure Schedule, no part of any improvement encroaches on any real property not included in the Cheswick Facility, and there are no buildings, structures, fixtures or other improvements situated on adjoining property which encroach on any part of the Cheswick Facility. There are no encroachments that materially affect Seller's operations at the Mount Pleasant Facility. (d) Seller has not received any notifications from written notice of any Governmental Body pending or insurance company recommending improvements threatened condemnation proceedings relating to the Leased Real Property Cheswick Facility or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerMount Pleasant Facility.

Real Property. (a) Seller does not directly owns or indirectly ownhas the right to exclusively occupy and use all the Real Property, or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists all including the Real Property which is owned in fee by Seller and constitutes part of the real property Transferred Assets (the “Owned Real Property”) and interests therein leased, subleased or otherwise occupied or used by the Real Property leased to Seller pursuant to any Assigned Contracts (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Seller has good and marketable fee simple title to all the Owned Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly thereon and all fixtures thereto. (b) All agreements included within the boundaries Assigned Contracts which relate to or provide leases, easements, rights of way, licenses and other non-fee ownership interests in Real Property (collectively the “Realty Use Rights”) are valid and in full force and effect in accordance with their terms. On or before the Disclosure Delivery Deadline (as defined in Section 5.14), Seller shall have furnished Buyer with copies of all Realty Use Rights, all of which are identified on Schedule 2.8(b). Seller is lawfully in exclusive possession of all Leased Real Property, and all conditions precedent to the obligation of Seller to take possession and continue to occupy all Leased Real Property have been fulfilled. All of the Owned Real Property is free from any material use or occupancy restrictions, except those imposed by applicable zoning laws, ordinances and do not encroach upon regulations, and from all special taxes or assessments, except those generally applicable to other properties in the propertytax districts in which such Owned Real Property is located. No options have been granted to others to purchase, lease or otherwise conflict with acquire any interest in the property rightsOwned Real Property. On or before to the Disclosure Delivery Deadline, Seller shall have delivered to Buyer true and correct copies of any all deeds, mortgages, title insurance policies, land surveys and other Persondocuments relating to or affecting the title to the Owned Real Property (collectively, the “Owned Real Property Title Documents”), and all of the same are identified on Schedule 2.8(b). To No condemnation proceeding is pending or, to Seller’s Knowledge, threatened which would impair the Leased Real Property complies with all Lawsoccupancy, including zoning requirements, and Seller has not received use or value of any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly or indirectly ownSchedule 7.5 contains an accurate description as of the date of this Agreement of all WFSB Real Property. Except as described on Schedule 7.5, Post-Newsweek has good and marketable fee simple title to all fee estates included in the WFSB Real Property and good title to Post-Newsweek's interests in all other WFSB Real Property, in each case free and clear of all liens, security interests, mortgages, pledges, encumbrances, or have restrictions, except for Permitted Liens. Post-Newsweek has a valid leasehold interest in all leasehold WFSB Real Property listed as leased by Post-Newsweek in Schedule 7.5. Schedule 7.5 lists all leases and subleases pursuant to which any of the leasehold WFSB Real Property included in the WFSB Assets is leased by Post- Newsweek. Subject to obtaining the WFSB Consents, such leases are assignable to Meredith. Post-Newsweek is in compliance in all material respects ▇▇▇▇ ▇▇l of the material provisions of such leases and subleases and is not in default thereunder in any material respect, and to the knowledge of Post-Newsweek, no other party to any such lease or sublease is in default thereunder in any material respect. There are no existing options or contracts to sell or assign any of Post-Newsweek's interest in the owned WFSB Real Property or Post- Newsweek's interest in the leased WFSB Real Property, and there are no rights of first refusal outstanding with respect to acquire, any real propertythe owned WFSB Real Property or Post-Newsweek's interest in the leased WFSB Real Property. (b) Schedule 5.15(b) lists Post-Newsweek has good and marketable title to all of the real property WFSB Real Property owned by Post-Newsweek and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased operation of WFSB, free and clear of all liens of any nature whatsoever, except for Permitted Liens. Each of the leases affecting the material leased WFSB Real Property is a legal, valid and all amendmentsbinding agreement of Post-Newsweek and, renewalsto the best of Post- Newsweek's knowledge, of the other parties thereto and is enforceable in accordance with its terms except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or extensions thereto (each, a “Lease”)contractual obligations generally. The leasehold Post-Newsweek's interest of Seller with respect to each item of Leased as tenant in the leased WFSB Real Property is free and clear of all liens of any Encumbrancesnature whatsoever, except for Permitted EncumbrancesLiens. Seller is not Post-Newsweek has made available or delivered to Meredith a sublessor oftrue and complete copy of any surveys, nor has assigned any lease covering, any item of Leased plans and maps i▇ ▇▇▇▇-▇ewsweek's possession relating to the owned WFSB Real Property and the leased WFSB Real Property. Leasing commissions Except for Permitted Liens and as set forth in the Schedules hereto, none of the owned WFSB Real Property or leased WFSB Real Property is subject to any lease, sublease, license or other brokerage fees due from or payable by Seller with respect agreement in which Post-Newsweek grants to any Lease have been paid in fullother person any right to the use, occupancy or enjoyment of the owned WFSB Real Property or the leased WFSB Real Property or any part thereof. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with As of the Business. The Leased Real Property is not subject date of this Agreement, to any rights of wayPost-Newsweek's knowledge, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except there are (i) those that in no actual, pending or threatened impositions or assessments for public improvements with respect to any owned WFSB Real Property or leased WFSB Real Property for which Post-Newsweek would be liable, or which would be a lien on the aggregate do not impair the current use owned WFSB Real Property or occupancy of the Leased leased WFSB Real Property; or , other than Permitted Liens, (ii) with respect to each item no improvements constructed or planned that would be paid for by means of Leased public assessments upon any owned WFSB Real Property or leased WFSB Real Property for which Post-Newsweek would be liable, or which would be a lien on the owned WFSB Real Property or leased WFSB Real Property, as set forth and (iii) no completed, pending, threatened or contemplated condemnation proceeding affecting any owned WFSB Real Property or leased WFSB Real Property or any part thereof or of any sale or any disposition of any owned WFSB Real Property or any leased WFSB Real Property or any portion thereof in lieu of condemnation. (d) On the Closing Date, no material asset used in WFSB's Business by Post-Newsweek will be located on any real property not included in the Lease relating owned WFSB Real Property or leased WFSB Real Property, except for such portable or mobile equipment as may be in use by, or under the control of, WFSB personnel at other locations and except to the extent that removal of such item. asset would not result in a material monetary liability or have a material adverse effect on the business or operations of WFSB. (e) To Seller’s KnowledgePost-Newsweek's knowledge, all buildings, plants, structures towers and other improvements owned or used by Seller lie wholly Post-Newsweek included within the boundaries of the Leased WFSB Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased leased WFSB Real Property complies with all Laws, including zoning requirements, are in working order for the purposes for which they are currently used by Post-Newsweek (ordinary wear and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument tear excepted). (as recordedf) by which Seller acquired any Leased Each owned WFSB Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased leased WFSB Real Property has access to a public right of way or is otherwise reasonably accessible for purposes of conducting the use of such WFSB Real Property as presently conducted. The current use by Post-Newsweek of the owned WFSB Real Property is in its possession. Seller is compliance with applicable zoning and land-use laws, including, without limitation, the applicable local comprehensive plan, except for noncompliance that would not have a party to material adverse effect on the business or bound by any Contract (including any option) for the purchase or sale operations of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerWFSB.

Real Property. (a) Seller does not directly or indirectly ownThe data site to which the Buyer have been provided access includes a true and complete statement of: the name and number of each Store Property; the name and address of the applicable landlord; the date and description of each document comprising the applicable Store Lease and Assigned Sublease; the date the Store Property opened; with respect to each Store Lease, or have any rights to acquirethe expiration date, any real propertynumber of remaining renewal options, and current option notice deadline; the number of square feet (leasable and payable); the current base rent per square foot and the current base rent per square foot; and for each store for fiscal year 2016: the gross sales for percentage rent purposes under the Store Leases and the Assigned Subleases. (b) Schedule 5.15(b) lists all of The Seller does not, except for the real property and interests therein leasedStore Properties, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such propertyown, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, subleaselicense or has any other occupancy contracts, arrangements or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller interests with respect to each item or governing the Store Properties or that impacts or benefits the operation of Leased Real Property is free the Stores and clear the Store Properties or generates income for the Store Properties, including any options or rights of any Encumbrancesfirst refusal, except Permitted Encumbrances. Seller is first offer, or first negotiation to lease or purchase not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions contained in the Store Leases or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullthe Assigned Subleases. (c) Except for the obligations arising under that certain agreement with CVS Health, the Store Leases, and the Assigned Subleases, there are no agreements, understandings or undertakings, oral or written, pertaining to the Store Leases or the Assigned Subleases, the security deposits, the Store Properties or Seller’s use or occupation of the Store Properties or any portion thereof. To the Seller’s Knowledge, no Person that is not a Seller has any right to possess, use or occupy the Store Properties. (d) Subject to entry of the Sale Order, Seller has (i) a good and valid leasehold interest in and to the Store Leases and the Assigned Subleases and (ii) good and valid title to, or a valid leasehold interest in, all Equipment, Improvements and other material tangible personal property constituting the Assets, free and clear of all Liens. (e) Each of the Store Leases and Assigned Subleases is legal, valid, binding and enforceable against each party thereto in accordance with its respective terms (except for any direct or indirect restriction or limitation or condition on Seller’s assignment of the Store Leases and the Assigned Subleases and the Store Properties, and the operation of any business by the Buyer after the Closing, to Buyer which shall not be of any force or effect pursuant to the Sale Order) and is in full force and effect, and subject to entry of the Sale Order, no event of default currently exists thereunder by any counterparty thereto, no event has occurred thereunder that after giving notice and the passage of any applicable cure period or both would constitute and event of default, and no Seller has delivered or received any notice from any other party to any such Store Lease or Assigned Sublease of the termination or surrender thereof, and the Store Leases and Assigned Subleases have not been amended, modified or supplemented other than as set forth on Disclosure Schedule 3.4(e). (f) The Leased Real Property constitutes Store Properties comply in all interests material respects with all Laws, and the Seller and the Debtors have not received any written notice regarding any actual or alleged material violation or any material liabilities or potential liabilities (including but not limited to any investigatory, remedial or corrective obligations) under any Laws, in real property currently occupied each case, relating to any Store Property. (g) There are no existing or used proposed assessment or benefit districts affecting or which may affect any of the Store Properties, which result (or will result) in the imposition of any incremental sales tax or similar incremental tax on transactions between Buyer and its customers. (h) There is no pending or, to Sellers’ knowledge, threatened litigation or claims for indemnification arising under or with respect to any of the Store Leases or Assigned Subleases or in connection with the Business. The Leased Real Seller’s occupancy or use of any of the Store Properties. (i) None of the Store Properties (nor any material portion of any shopping center in which any Store Property is located, including but not limited to parking access, common areas, which might reasonably be expected to have a material effect on any operations of any Store Property) is subject to any rights of waymaterial damage or destruction from fire, flood or other casualty and all building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures systems and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property Improvements are in good working order and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellercondition.

Real Property. (a) Seller does not directly or indirectly own, or have own any rights to acquire, any fee interest in real property. (b) . Schedule 5.15(b) lists 4.6 is a list of all of the real property Leases. Each Lease is in full force and interests therein leasedeffect, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease ratepaid currently, and the lease, sublease, Leasehold Estates have not been materially impaired by any acts or other Contract pursuant to which omissions of Seller holds a possessory interest in or any of its Representatives. Seller enjoys peaceful and undisturbed possession of all the Leased Real Property and all amendmentsin the manner provided for in the Leases. Except as set forth on Schedule 4.6, renewals, or extensions thereto (each, a “Lease”)no Lease requires the consent of any other contracting party to the transactions contemplated by this Agreement. The leasehold interest of Seller with With respect to each item Lease, on the Closing Date the Leasehold Estates will be free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances which are matters of record in the county or other municipality in which the Leased Real Property is free and clear located. To the Knowledge of Seller, there are no pending or threatened condemnation proceedings or other Actions relating to any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions All approvals of governmental authorities (including without limitation Permits and a certificate of occupancy or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (csimilar certificate permitting lawful occupancy thereof) The Leased Real Property constitutes all interests in real property currently occupied or used of a material nature required in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures occupation and other improvements owned or used by Seller lie wholly within the boundaries operation of the Leased Real Property by Seller have been obtained and do not encroach upon the property, or otherwise conflict with the property rights, all of any other Person. To Seller’s Knowledge, the Leased Real Property complies has been operated and maintained in all material respects in accordance with applicable Regulations. The improvements constructed on the Leased Real Property, including without limitation all Leasehold Improvements, and all Fixtures and Equipment and other tangible assets owned, leased or used by Seller thereon are (i) insured to the extent and in a manner customary in the industry, (ii) to the Knowledge of Seller, free from any material defects, (iii) in good operating condition and repair, subject to ordinary wear and tear and normal industry practice with respect to maintenance, (iv) not in need of maintenance, repair or correction except for ordinary routine maintenance and repair, the cost of which would not be material, (v) sufficient for the operation of the Business as presently conducted and (vi) in conformity in all material respects with all Laws, including zoning requirements, and applicable Regulations. Seller has not received written notice of any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal special assessment relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease portion thereof and to Seller’s Knowledge there is no pending or from Seller of any real estate interest not currently in possession of Sellerthreatened special assessment.

Real Property. (a) Seller does not directly Except as disclosed in Section 4.10(a) of the Parent Disclosure Schedule, no real property is owned, leased or indirectly ownused by Parent or its current Subsidiaries in the course of their respective businesses. Parent has provided the Company with the address, general use of, and period of ownership or have any rights to acquire, any real property. (b) Schedule 5.15(b) lists occupancy of all of the real property owned in fee by Parent and interests therein leasedits Subsidiaries (the "Parent Owned Facilities" and referred to individually herein as a "Parent Owned Facility") and all of the real property Parent and its Subsidiaries use or occupy or have the right to use or occupy, subleased now or otherwise occupied or used by Seller (with all easements and other rights appurtenant in the future, pursuant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the any lease, sublease, or other Contract pursuant occupancy agreement (the "Parent Leased Facilities" and referred to which Seller holds individually herein as a possessory interest "Parent Leased Facility"). No real property is owned, leased or used by Parent or its current Subsidiaries in the course of their respective businesses other than the Parent Owned Facilities and Parent Leased Real Property and all amendments, renewals, or extensions thereto Facilities. (each, a “Lease”). The leasehold interest of Seller with b) With respect to each item of Leased Real Property is Parent Owned Facility and except as set forth on the Parent Balance Sheet, the Parent Disclosure Schedule, or in the Parent SEC Reports: (i) Parent or its Subsidiary has good and marketable title to the Parent Owned Facilities free and clear of any Encumbrancesall Liens, except Permitted Encumbrances. Seller is (x) Taxes and general and special assessments not a sublessor ofin default and payable without penalty and interest, nor has assigned and (y) Liens, easements, covenants and other restrictions or imperfections of title that do not materially impair the current use, occupancy, or value in excess of any lease coveringindebtedness secured by such Lien, or the marketability of title of such Parent Owned Facilities; (ii) to Parent's Knowledge, there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any item of Leased Real Property. Leasing commissions Parent Owned Facility or other brokerage fees due from matters affecting materially and adversely the current use, occupancy or payable by Seller with respect value thereof; (iii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Lease party or parties (other than wholly-owned Subsidiaries of Parent) the right of use or occupancy of any portion of any Parent Owned Facility that materially adversely affect Parent's use of the property; (iv) there are no outstanding options or rights of first refusal to purchase any Parent Owned Facility, or any portion thereof or interest therein; (v) there are no parties (other than Parent or its Subsidiaries) in possession of any Parent Owned Facility, other than tenants under any leases to be provided to the Company who are in possession of space to which they are entitled; and (vi) all facilities located on Parent Owned Facilities are now, and will be at the time of Closing, in good operating condition and repair, and structurally sound and free of known defects, with no material alterations or repairs required thereto (other than ordinary and routine maintenance and repairs) under applicable Laws, the Company Permits or insurance company requirements. To Parent's Knowledge, all such Parent Owned Facilities have been paid operated and maintained in fullall material respects in accordance with applicable Laws and the Company Permits. All such Parent Owned Facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the uses to which such Parent Owned Facility is being put and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property. (c) The With respect to each Parent Leased Facility: (i) Parent will make available to the Company a true, correct, and complete copy of the lease, sublease or other occupancy agreement for such Parent Leased Facility (and all modifications, amendments, and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) (each such agreement is referred to herein as a "Parent Real Property constitutes Lease"); (ii) to Parent's Knowledge, Parent or its Subsidiary has a good and valid leasehold interest in such Parent Leased Facility free and clear of all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or natureLiens, except (ix) those Taxes and general and special assessments not in default and payable without penalty and interest, and (y) easements, covenants and other restrictions that in the aggregate do not materially impair the current use use, occupancy or occupancy value, or the marketability of Parent's or its Subsidiary's interest in such real property; (iii) to Parent's Knowledge, each Parent Real Property Lease constitutes the valid and legally binding obligation of the Leased Real Property; or parties thereto, enforceable in accordance with its terms, and is in full force and effect; (iiiv) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures rent and other improvements owned sums and charges payable by Parent or used by Seller lie wholly within its Subsidiary as tenant under the boundaries Parent Real Property Lease covering the Parent Leased Facility are current, no termination event or condition or uncured default on the part of the Leased Real Property and do not encroach upon the propertytenant or, or otherwise conflict with the property rights, of any other Person. To Seller’s to Parent's Knowledge, the Leased landlord, exists under any Parent Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements Lease. No party to the Leased such Parent Real Property Lease has given written notice to Parent or any other actions relative to the Leased Real Property. Seller has delivered to Buyer its Subsidiary or made a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property claim in writing against Parent or its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale Subsidiary in respect of any real estate breach or default thereunder; and (v) neither Parent nor its Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its leasehold interest or any Contract for in the lease to or from Seller of any real estate interest not currently in possession of SellerParent Leased Facility.

Real Property. (a) Seller does not directly or indirectly own, or have Neither Traq nor any rights to acquire, any of its Subsidiaries owns real property. (b) Schedule 5.15(bSection 3.16(b) lists all of the Traq Disclosure Schedule lists each parcel of real property and interests therein leased, subleased leased by Traq or otherwise occupied or used by Seller any of its Subsidiaries (with all easements and other rights appurtenant to such property, the “‘Traq Leased Real Property”). For each item of With respect to all Traq Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, Traq and the lease, sublease, or other Contract pursuant each of its Subsidiaries has peaceful and undisturbed possession thereof and has valid leasehold interests providing exclusive and legally enforceable rights to which Seller holds a possessory interest in the use such Traq Leased Real Property and all amendmentsProperty, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, all Encumbrances except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The No Traq Leased Real Property is not subject used for any purpose other than the conduct of the business of Traq or its Subsidiaries. Except as set forth in Section 3.16(c) of the Traq Disclosure Schedule, neither Traq nor any of its Subsidiaries has leased or subleased any of Traq Leased Real Property to any rights other Person, nor has Traq or any of wayits Subsidiaries assigned its interest under any Real Property Lease to any third party. Traq and each of its Subsidiaries has delivered or made available to Tangoe a true, building use restrictions, title exceptions, variances, reservations or limitations correct and complete copy of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy each of the Leased Real Property; or (ii) leases and subleases with respect to each item of Traq Leased Real Property, including all amendments, supplements or other modifications thereto (each such lease or sublease, as set forth in the Lease relating amended, supplemented or modified, being referred to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased herein as a “Real Property Lease”). Each Real Property Lease is legal, valid, binding and do not encroach upon enforceable against Traq or any of its Subsidiaries, as the propertycase may be, or otherwise conflict in accordance with the property rightsterms thereof, subject to the Equitable Exceptions. Neither Traq nor any of its Subsidiaries is in breach or default under any other Person. To Seller’s KnowledgeReal Property Lease, and no event or circumstance exists or has occurred which, with the delivery of notice, the Leased passage of time or both, would constitute a breach or default by Traq or any of its Subsidiaries, permit the termination, modification or acceleration of rent under any Real Property complies with all Laws, including zoning requirements, and Seller Lease. Neither Traq nor any of its Subsidiaries has not received any notifications from notice of cancellation or termination under any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerLease.

Real Property. (a) Schedule 3.7 contains a complete and accurate list of the following: (i) each lease, sublease, license and other written occupancy agreement pursuant to which Seller does not directly holds or indirectly ownhas been granted the right to use or occupy, now or in the future, the Leased Property or any portion thereof, including any and all modifications, amendments, renewals, extensions and supplements thereto and any assignments thereof (collectively, the "Leases") and, except as set forth on Schedule 3.7, the legal description of the real property leased thereunder; (ii) all Contracts, rights of first refusal or options (and all amendments, extensions and modifications thereto) granted by or to Seller, or have contractual obligations (and all amendments, extensions and modifications thereto) on the part of Seller to purchase or acquire any interest in real property to be used primarily in the Business; and (iii) all Contracts, rights of first refusal or options (and all amendments, extensions and modifications thereto), or contractual obligations (and all amendments, extensions and modifications thereto) to acquire, sell or dispose of any interest in real propertyproperty used in the Business. (b) Schedule 5.15(b) lists The Owned Property and Leased Property collectively represent all of the real property primarily used or held for use by Seller in the Business and interests therein leasedis all of the real property necessary to operate the Business as currently conducted. Except as set forth on Schedule 3.7, subleased Seller has the exclusive right under the Leases to occupy and use all Leased Property and Seller is in quiet and undisturbed possession of the Leased Property. Except as set forth on Schedule 3.7, Seller (x) owns and holds fee simple title to the Owned Property and (y) has good and valid leasehold title in and to the Leased Property. Seller has received all material Permits of Governmental Authorities (including without limitation Permits and a certificate of occupancy or otherwise occupied or other similar certificate permitting the use and occupancy of the Facilities as currently used by Seller) required in connection with the operation thereof. The improvements constructed on the Facilities, including without limitation all buildings, structures and improvements, owned or leased by Seller at the Facilities are to the Knowledge of Seller (w) in good operating condition and repair, subject to ordinary wear and tear, (x) sufficient for the operation of the Business as currently conducted and (y) in compliance with all easements applicable Laws. To the Knowledge of Seller, there are no facts which would prevent the Facilities from being occupied and used after the Closing by Buyer in a manner comparable to that of Seller prior to Closing. (c) Except as set forth on Schedules 3.7 and 3.15, during the three (3) years prior to the date hereof, Seller has not received any written notice that it is, and Seller has no Knowledge that it is, in material violation of any planning, health, safety, fire, zoning, use, occupancy or building regulation, wetlands or Environmental Law or other rights appurtenant Law or requirement relating to such propertythe Facilities, including without limitation the “Leased Real Property”). For each item of Leased Real PropertyAmericans With Disabilities Act and Environmental Laws, Schedule 5.15(b) also lists the lessoror any order, the lesseeregulation, the lease termdeed restriction, the lease ratecovenant, site plan approval, subdivision regulations, urban redevelopment plan, covenant or requirement, and the use being made of the Facilities at present is in compliance in all material respects with the certificate of occupancy issued for the applicable Facility. (d) Except as set forth on Schedule 3.7, (i) each Lease is in full force and effect, and is valid and binding upon Seller and, to the Knowledge of Seller, to each other party thereto, (ii) Seller is in compliance in all material respects with the terms of each Lease and, to the Knowledge of Seller, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default or termination event by Seller or any other party thereto under a Lease, (iii) no consent or approval of any Person or entity is required for the valid conveyance of the Leased Property and assignment of each Lease to Buyer in accordance with the terms of this Agreement, except as identified on Schedule 7.5 as a "Required Consent", (iv) Seller has not entered into a lease, sublease, license or other Contract occupancy agreement of any kind, whether oral or written, pursuant to which Seller has granted a third party a right to use or occupy any portion of the Facilities, (v) subject to receipt of the Required Consents applicable thereto, consummation of the transactions contemplated by this Agreement shall not cause a default under any Lease or other agreement affecting the Facilities, and (vi) no Lease is subject to or encumbered by any Encumbrance or other restriction which materially impairs the use of the property to which it relates in the Business of Seller as now conducted by Seller. (e) To the Knowledge of Seller, there is no Proceeding seeking to challenge, condition or restrict the ownership, lease, use, occupancy or operations by Seller at all or any portion of any Facility and Seller has received no written notice thereof. Seller has received no written notice that it lacks any Permit required for the ownership, lease, use, occupancy or operations of Seller at all or any portion of any Facility. (f) Except as set forth on Schedule 3.7, no Person other than Seller holds any right, title or interest in or to the Owned Property and no Person other than Seller holds a leasehold interest in the Leased Property and Seller has not granted any leases, subleases, licenses, concessions or other agreements granting to any Person any right to the possession, use, occupancy, or enjoyment of any Facility or any portion thereof. (g) To the Knowledge of Seller, there are no existing or threatened, (i) Proceedings to rezone any portion of the Facilities or (ii) condemnation or eminent domain Proceedings affecting the Facilities or any portion thereof. (h) The covenants, conditions, rights-of-way, easements and similar restrictions burdening all or any portion of the Facilities do not, in each case, impair in any material respect the use of any such Facilities in the operation of the Business as currently conducted by Seller, and to the Knowledge of Seller, no default or breach exists thereunder by Seller. Upon consummation of the transactions contemplated by this Agreement and conveyance of the Assets (exclusive of the IDS Site) to Buyer, Buyer shall be entitled to enjoy the benefit of all covenants, conditions, rights-of-way, easements, access agreements and similar agreements benefiting all or any portion of the Facilities which Seller enjoys as of the date hereof (collectively, the "Beneficial Easements"), or, if the rights, privileges and benefits granted to Seller pursuant to any such Beneficial Easement are not transferable by their terms to Buyer or if Seller elects in its reasonable discretion not to convey any such Beneficial Easement to Buyer at Closing, then in either such event, Seller shall obtain for Buyer at or prior to Closing, at Seller's expense and subject to Buyer's approval thereof, all such agreements, easements, written arrangements and other instruments as may be required by Buyer in order to receive all rights, privileges and benefits equivalent to those held by Seller pursuant to any such Beneficial Easement. (i) Seller has good and valid rights of ingress and egress to and from all of the Facilities from and to the public street systems for all usual street, road and utility purposes and other purposes necessary or incidental to the operation of the Business as currently operated by Seller or has access to such public street system via a permanent, irrevocable easement benefiting the relevant Facility. (j) All improvements, buildings and structures located on the Facilities are supplied with adequate utilities and other services necessary for the operation of the Business as currently conducted by Seller. The Facilities are served, as of the date hereof, with water and sanitary sewer service provided by the local municipality in such quality, quantity and manner as are sufficient for the use and operation of the Facilities as currently operated by Seller. At Closing, Seller shall convey, transfer and deliver to Buyer all existing agreements, written arrangements, easements and other instruments (or the equivalent thereto in form and substance acceptable to Buyer) providing for the delivery and provision of electric, gas, fuel, water and other utility services to the Facilities. (k) To the Knowledge of Seller, no Facility or any portion thereof is located within a flood plain as defined by the Federal Emergency Management Agency. Seller holds, pursuant to (1) paragraph 5.4 of the Lease dated October 12, 1979 (and identified in Schedule 1.l(a)(xiii); (2) paragraph 4.2 of the Lease dated July 1, 1994 (and identified in Schedule 1.l(a)(xiii); and (3) that certain License and Use Agreement dated July 1, 1994 between Tulsa Airports Improvement Trust and Seller (the documents identified in items (1), (2) and (3) of this Section 3.7(k) are collectively referred to as the "Tulsa Airport Use Agreements"), good and valid rights in common with the public, of ingress to and egress from, and the use of taxiways, ramps, runways and other ancillary rights at Tulsa International Airport, as are necessary for the operation of the Business at the Facilities, or any portion thereof. Seller is not in violation or breach of the Tulsa Airport Use Agreements and, to the Knowledge of Seller, no event or condition exists which, with the passage of time or the giving of notice or both, could result in an event of default under the Tulsa Airport Use Agreements. (l) Seller has delivered to Buyer true, correct and complete copies of (i) all Leases, including all modifications, amendments and supplements thereto and (ii) all Contracts and other instruments or documents pursuant to which Seller holds a possessory an interest in or to any portion of the Leased Real Property Facilities or has been granted a material right benefiting Seller in its use of the Facilities. (m) The BID is an industrial district formed pursuant to the provisions of Sections 19-3801, et seq. of the Kansas Statutes Annotated and all amendments, renewals, or extensions thereto (each, a “Lease”)is validly existing and in good standing. The leasehold interest Non-Annexation Agreement (BID) is in full force and effect, and is valid and binding upon Seller, and to the Knowledge of Seller with respect Seller, upon the City of Wichita. There has been no material change to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrancesthe Non-Annexation Agreement (BID). Seller is not in compliance in all material respects with the terms of the Non-Annexation Agreement (BID) and, to the Knowledge of Seller, no event has occurred and no condition exists which, with the giving of notice or lapse of time or both, would constitute a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions default or other brokerage fees due from or payable a termination event by Seller with respect to any Lease have been paid in fullor the City of Wichita under the Non-Annexation Agreement (BID). (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. All of Seller’s right, title, and interest in and to that certain parcel of real property consisting of land (a“Land”) and all buildings, structures, fixtures and other improvements (“Improvements”) located thereon. The Land is more particularly described on Exhibit A attached to this Agreement. The Land and Improvements (collectively, the “Real Property”) shall be deemed to include all licenses, and all rights-of-way, beneficial easements and appurtenances related to the Real Property, other than as set forth on Schedule 2.1(a). At the Closing, the “Parking Easement” (as that term is defined in Schedule 2.1(a)) shall be conveyed to the Buyer with the Real Property; provided, however, at the Closing, the Buyer (or such entity as shall take title to the Real Property as nominee for the Buyer) shall execute and deliver to the Escrow Agent, to be held in Escrow and administered in accordance with the Parking Easement Escrow Agreement, the Extinguishment of Easement, each in a form to be mutually agreed upon by Buyer and Seller does and consistent herewith. The Escrow Agent shall release the Extinguishment of Easement from escrow to the Seller upon the satisfaction of each of the following items: (i) delivery to the Escrow Agent of written confirmation from the City of Boston reasonably acceptable to Buyer that the off-site parking spaces provided by the Parking Easement are not directly or indirectly own, or have any rights required for the continued zoning compliance of the Real Property (the “City Approval Documentation”); (ii) Escrow Agent’s receipt of an attorney’s zoning opinion reasonably acceptable to acquire, any real property. Buyer that the off-site parking spaces provided by the Parking Easement are not required for the continued zoning compliance of the Real Property; (biii) Schedule 5.15(bEscrow Agent’s receipt of written consent from the then current mortgage holder of the Real Property to the extinguishment of the Parking Easement; (iv) lists all the owner of the real property encumbered by the Parking Easement (the “Adjacent Parcel”) shall have executed a restrictive covenant agreement, and interests therein leaseddelivered the same to Escrow Agent (in a form mutually agreed upon by Buyer and Seller) providing that the Adjacent Parcel will not be developed or operated as a nursing home, subleased continuing care, memory care, senior independent living facility or otherwise occupied or used assisted living facility; and (v) the owner of the Adjacent Parcel shall have executed a release of all claims related to any encroachments of the Real Property existing as of the date of Closing on the Adjacent Parcel, in a form mutually agreed upon by Buyer and Seller (with all easements and other rights appurtenant to such propertycollectively, the “Leased Release Requirements”) and delivered the same to Escrow Agent. Upon satisfaction of all of the Release Requirements, the Escrow Agent shall release the Extinguishment of Easement from escrow to the Seller and the Seller shall be entitled to complete any missing title reference in the Extinguishment of Easement and to record same with the Suffolk County Registry of Deeds. If the Seller is entitled to the release by the Escrow Agent of the Extinguishment of Easement, then the cooperation required by Buyer (including any nominee of Buyer that shall take title to the Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which this Agreement shall include the execution, acknowledgement and delivery of such other documents and instruments as Seller holds a possessory interest may reasonably request to confirm the extinguishment of the Parking Easement. Buyer shall use commercially reasonable efforts to procure from the current mortgage holder the written consent referred to in the Leased Real Property and all amendments, renewals, or extensions thereto clause (each, a “Lease”iii) above of this Section 2.1(a). The leasehold interest provisions of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullthis Section shall survive the Closing. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly Section 4.20(a)(i) of the Panavision Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of the address of all Panavision Owned Real Property. A member of the Panavision Group has good and marketable fee simple title to all Panavision Owned Real Property, free and clear of all Liens (other than Permitted Liens). There is no Person, other than the applicable member of the Panavision Group, that has any right to use, operate or indirectly ownotherwise occupy the Panavision Owned Real Property, or have any rights material portion thereof, whether as a tenant, subtenant or otherwise, except as set forth in Section 4.20(a)(ii) of the Panavision Disclosure Letter. There is no third Person who has any right to acquireacquire any interest in the Panavision Owned Real Property. True, correct and complete copies of all deeds and other instruments by which any real propertymember of the Panavision Group acquired the Panavision Owned Real Property and copies of all title insurance policies, surveys, zoning reports and environmental reports relating to the Panavision Owned Real Property have, in each case to the extent in the possession of the Panavision Group been made available to Acquiror. (b) Schedule 5.15(bSection 4.20(b) lists of the Panavision Disclosure Letter sets forth a true, correct and complete list, as of the date of this Agreement, of all Panavision Leased Real Property and all Panavision Real Property Leases pertaining to such Panavision Leased Real Property. With respect to each parcel of Panavision Leased Real Property: (i) A member of the Panavision Group holds a valid and existing leasehold estate in such Panavision Leased Real Property, free and clear of all Liens (other than Permitted Liens). (ii) The Panavision Real Property constitutes all of the real property and interests therein leasedowned, subleased operated, used, leased or otherwise occupied or used by Seller (any member of the Panavision Group as of the date hereof. To the Knowledge of Panavision, as of the date hereof, the applicable member of the Panavision Group’s possession and quiet enjoyment of the Panavision Leased Real Property under the applicable Panavision Real Property Lease has not been materially disturbed and there are no material disputes with all easements and other rights appurtenant respect to such propertyPanavision Real Property Lease. (iii) Except as set forth in Section 4.20(b)(iii) of the Panavision Disclosure Letter, there are no other leases, subleases, licenses, occupancy Contracts, options, rights or other Contracts or arrangements for real property affecting the “Panavision Leased Real Property or to which any member of the Panavision Group is bound. As of the date hereof, a member of the Panavision Group owns all of the lessee’s, tenant’s, sublessee’s or licensee’s interest under the Panavision Real Property Leases and, except for any Permitted Liens, has not assigned, subleased, transferred, mortgaged, deeded in trust, pledged or otherwise hypothecated or encumbered any such interest, in whole or in part. There are no material brokerage or leasing commissions, or any similar material charges or commissions, due in connection with any of the Panavision Real Property Leases that will be binding on Acquiror or any of its respective Affiliates or Representatives after the Closing. (iv) To the Knowledge of Panavision, as of the date hereof, there are no condemnation, eminent domain or similar proceedings pending or threatened in writing affecting any portion of the Panavision Leased Real Property”). For To the Knowledge of Panavision, as of the date hereof, there are no claims pending or threatened in writing, initiated by, or on behalf of, any member of the Panavision Group to change or redefine the zoning or land use classification, and no member of the Panavision Group has received written notice of any such claim, in each item case, with respect to any of the Panavision Leased Real Property, Schedule 5.15(b. (v) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Panavision Leased Real Property is free in good condition and clear repair, ordinary course wear and tear excepted, and is sufficient for the uses in which such property is employed as of any Encumbrancesthe date hereof, except Permitted Encumbrances. Seller as is not, or would not a sublessor ofreasonably be expected to be, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions individually or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Propertyaggregate, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements material to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer Panavision Group, taken as a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerwhole.

Real Property. (a) Section 3.15(a)(i) of the Seller does not directly Disclosure Schedule sets forth a complete and accurate list of the Owned Real Property. Except as set forth on Section 3.15(a)(ii) of the Seller Disclosure Schedule, Seller owns and possesses good and indefeasible title in fee simple to the Owned Real Property and all Improvements constituting real property located therein or indirectly ownthereon, or have any rights to acquire, any real propertyfree and clear of all Liens other than Permitted Liens. (b) Schedule 5.15(bSection 3.15(b)(i) lists all of the Seller Disclosure Schedule sets forth a complete and accurate list of the easements, rights-of-way, real property permits and licenses and documents evidencing other real estate rights regarding real property, pursuant to which Seller occupies or uses real property primarily relating to the Facility (each, a “Transferred Easement”; such real property being referred to as the “Easement Real Property”), and Seller has provided copies to Buyer of each Transferred Easement. Except as set forth in Section 3.15(b)(ii) of the Seller Disclosure Schedule, Seller owns and possesses good and valid easement, right-of-way, permit and license and other real estate interests in the Easement Real Property and owns good and indefeasible title in fee simple to all Improvements constituting real property located therein leasedor thereon, subleased as applicable, free and clear of all Liens other than Permitted Liens. (c) Section 3.15(c)(i) of the Seller Disclosure Schedule sets forth a complete and accurate description of leases, licenses and occupancy agreements regarding real property pursuant to which Seller leases, subleases, occupies or otherwise occupied or used by Seller uses real property in respect of the Facility (with all easements and other rights appurtenant each, a “Lease”; such real property being referred to such property, as the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the leaseSeller has provided copies to Buyer of each Lease. Except as set forth on Section 3.15(c)(ii) of the Seller Disclosure Schedule, sublease, Seller owns and possesses good and valid leasehold interests or other Contract pursuant to which Seller holds a possessory interest licenses in the Leased Real Property and all amendmentsImprovements located therein or thereon, renewalsas applicable, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except all Liens other than Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullLiens. (cd) The Leased Real Property constitutes all interests in Seller does not lease, sublease, occupy or otherwise use any real property currently occupied or used in connection with primarily relating to the Business. The Leased Real Property is not subject to any rights of wayFacility, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in other than the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Owned Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Easement Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to Improvements constituting real property located therein or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerthereon.

Real Property. (a) Seller does and the Selling Subsidiaries do not directly or indirectly own, or have any rights to acquire, own any real property or interests in real property used in connection with the Business other than leasehold interests in real property. (b. Schedule 5.7(a) Schedule 5.15(b) lists all of the sets forth real property and interests therein leasedin real property leased by ▇▇▇▇▇▇ and the Selling Subsidiaries in or around Madrid, subleased or otherwise occupied or Spain which are used by Seller primarily in the Business (with all easements and other rights appurtenant to such property, the “Leased Real PropertyProperty Lease”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the as lessee, including a description of such Real Property Lease (including the name of the third-party lessor or lessee and the date of the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property sublease and all amendments, renewals, or extensions thereto (each, a “Lease”amendments thereto). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently used, occupied or used currently held for use in connection with the BusinessBusiness as operated in Spain and which is necessary for the continued operation of the Business as it is currently conducted. The Leased Real Property is not subject to any rights Lease and all of waythe buildings, building use restrictions, title exceptions, variances, reservations fixtures and improvements thereon owned or limitations of any kind or nature, except leased by Seller and the Selling Subsidiaries (i) those that are in the aggregate do not impair the current use good operating condition without structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or occupancy of the Leased Real Property; or corrections and (ii) with respect to each item of Leased Real Propertyare suitable, as set forth sufficient and appropriate in the Lease relating to such itemall respects for their current and contemplated uses. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries None of the Leased improvements located on the Real Property and do not encroach upon the property, Lease constitute a legal non-conforming use or otherwise conflict with the property rightsrequire any special dispensation, of variance or special permit under any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy Purchaser true, correct and complete copies of each deed and other instrument (as recorded) by which Seller acquired any Leased the Real Property Lease, together with all amendments, modifications or supplements, if any, thereto. (b) Seller and each Selling Subsidiary, as applicable, has a copy of each title insurance policyvalid, opinion, abstract, survey binding and appraisal relating to any Leased enforceable leasehold interest under the Real Property Lease under which it is a lessee, free and clear of all Liens other than Permitted Exceptions. The Real Property Lease is in its possessionfull force and effect. Neither Seller nor any Selling Subsidiary is in default under the Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Neither Seller nor any Selling Subsidiary has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller or any Selling Subsidiary under the Real Property Lease and, to the Knowledge of Seller, no other party is in default thereof, and no party to the Real Property Lease has exercised any termination rights with respect thereto. (c) Seller and the Selling Subsidiaries have all material certificates of occupancy and Permits of any Governmental Body necessary or bound by any Contract (including any option) useful for the purchase current use and operation of the Real Property Lease, and Seller and the Selling Subsidiaries have fully complied with all material conditions of the Permits applicable to them. No default or sale violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any real estate interest Permit. (d) The property leased under the Real Property Leased is used exclusively by the Seller or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.relevant Selling Subsidiary. 5.8

Real Property. (a) Seller does not directly Schedule 5.11(a) of the SP Disclosure Schedule sets forth a true and complete list, as of the Execution Date, of the following (which shall be categorized by the relevant SP Contributed Company and SP Project): (i) all real property owned in fee by any SP Contributed Company (“SP Owned Real Property”); and (ii) all real property (A) leased or indirectly ownsubleased to an SP Contributed Company or (B) subject to a material easement or other similar interest in real property in favor of an SP Contributed Company (all such real property together with all buildings and other improvements thereon, or have any rights to acquire, any real property“SP Leased Real Property”). (b) Schedule 5.15(b) lists all of Each SP Contributed Company has good, marketable and indefeasible fee title to the real property SP Owned Real Property owned by it, subject to no Liens other than Permitted Liens. Each SP Contributed Company has a valid and interests therein leased, subleased subsisting leasehold or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease ratesubleasehold estate in, and the right to make use of, the SP Leased Real Property subject to the terms and conditions of the applicable lease or sublease agreement and subject to no Liens other than Permitted Liens. No SP Contributed Company has granted any assignment, lease, license, sublease, easement, concession, option or other Contract pursuant agreement granting to which Seller holds a possessory interest any Person the right to possess, use, control, or occupy the SP Real Property Interests or any portion thereof, except as would not, individually or in the Leased Real Property and all amendmentsaggregate, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect reasonably be expected to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullan SP Material Adverse Effect. (c) The With respect to the SP Owned Real Property and SP Leased Real Property constitutes all interests in real property currently occupied or used in connection with (collectively, the Business. The Leased “SP Real Property is not subject to Interests”), neither SunPower, any rights of way, building use restrictions, title exceptions, variances, reservations or limitations SP Contributor nor any SP Contributed Company has received any written notice of any kind material appropriation, condemnation or naturelike proceeding, except (i) those that in the aggregate do not impair the current or of any material violation of any applicable zoning or land use law, regulation or occupancy rule or other law, order, regulation, rule or requirement relating to or affecting any of the Leased SP Real Property; or Property Interests. (iid) with respect to each item of Leased Real Property, Except as set forth in Schedule 5.11(d) of the Lease relating SP Disclosure Schedule, to such item. To SellerSunPower’s Knowledge: (i) there are no existing severed or other mineral rights affecting the SP Real Property Interests that, all buildingsif exercised, plantscould materially and adversely affect the development, structures construction, ownership, operation, use or management of any SP Project; (ii) neither SunPower nor any SP Contributed Company has received any written notice of any mining, mineral or water extraction or development projects under construction or for which Permits are currently being obtained, located, or planned to be located on or under the properties constituting the SP Real Property Interest, or any portion thereof, which would materially and other improvements owned or used by Seller lie wholly within adversely affect any SP Project; and (iii) no portion of any SP Project encroaches on property outside the boundaries of the Leased SP Real Property and do not encroach upon Interests without the written consent of the owner of that property. (e) There is no real property (i) owned in fee by the Operating Company, (ii) leased or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements subleased to the Leased Real Property Operating Company or any (iii) otherwise subject to a material easement or other actions relative to similar interest in real property in favor of the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerOperating Company.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (b) The Sellers Disclosure Schedule 5.15(b) lists contains a list of all of the real property and interests therein leased, subleased or otherwise occupied or used in real property currently leased by Seller any of the Acquired Companies (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item The Leased Real Property listed on the Sellers Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the businesses and operations of the Acquired Companies as currently conducted and as proposed to be conducted by Buyer. (b) With respect to Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, Sellers have delivered to Buyer true and the lease, sublease, or other Contract complete copies of all leases and subleases pursuant to which Seller holds any of the Acquired Companies is a possessory interest in the Leased Real Property and all amendments, renewals, party or extensions thereto by which it is bound (each, a “Lease”). The leasehold interest Acquired Companies have peaceful, undisturbed and exclusive possession of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of the Leased Real Property. Leasing commissions There are no outstanding claims under any expired leases or other brokerage fees due from or payable by Seller subleases and Sellers and the Acquired Companies have obtained appropriate releases in accordance with respect to any Lease have been paid in fulltheir termination, vacancy and delivery of the applicable premises. (c) The uses for which the buildings, facilities and other improvements located on the Leased Real Property constitutes are zoned do not restrict or impair the use of the Leased Real Property for purposes of the businesses of the Acquired Companies. (d) No Governmental Entity having the power of eminent domain over the Leased Real Property has commenced or intends to exercise the power of eminent domain or a similar power with respect to all interests in real property currently occupied or used in connection any part of the Leased Real Property. There are no pending or threatened condemnation, fire, health, safety, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Leased Real Property or any other matters which do or may adversely affect the current use, occupancy or value thereof. None of the Acquired Companies has received notice of any pending or threatened special assessment proceedings affecting any portion of the Leased Real Property. (e) The Leased Real Property and all present uses and operations of the Leased Real Property comply with all Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the BusinessLeased Real Property. The Leased Real Property held by it and its continued use, occupancy and operation as used, occupied and operated in the conduct of the businesses of the Acquired Companies does not constitute a nonconforming use and is not the subject of a special use permit under any Law. (f) The Leased Real Property is in suitable condition for the Acquired Companies’ businesses as currently conducted and as proposed to be conducted by Buyer. Each of the Acquired Companies has good and valid rights of ingress and egress to and from all Leased Real Property held by it from and to the public street systems for all usual street, road and utility purposes. (g) No Person other than the Acquired Companies is in possession of any of the Leased Real Property or any portion thereof, and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any rights Person other than the Acquired Companies the right of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; Property or (ii) with respect to each item of Leased Real Propertyany portion thereof. No easement, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned utility transmission line or used by Seller lie wholly within the boundaries of water main located on the Leased Real Property and do not encroach upon adversely affects the property, or otherwise conflict with the property rights, use of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to improvement on the Leased Real Property. Seller has delivered to Buyer a copy . (h) All water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or by the use and operation of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any the Leased Real Property in its possessionthe conduct of the businesses of the Acquired Companies are installed to the property lines of the Leased Real Property, are connected pursuant to valid permits to municipal or public utility services or proper drainage facilities, are fully operable and are adequate to service the Leased Real Property in the operation of the businesses of the Acquired Companies and to permit compliance with the requirements of all Laws in the operation thereof. Seller is not a party No fact or condition exists which could result in the termination or material reduction of the current access from the Leased Real Property to existing roads or bound to sewer or other utility services presently serving the Leased Real Property. (i) All uses and operations of all real property leased in the past by any Contract (including any option) for the purchase or sale of any real estate interest Seller or any Contract for of the Acquired Companies under already expired lease to or from Seller of any real estate interest not currently in possession of Selleragreements complied with all Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting them.

Real Property. (a) Seller does not directly Section 4.10(a) of the CCBCC Disclosure Schedule lists the street address of each parcel of CCBCC Owned Real Property. A CCBCC Party or indirectly ownan Affiliate of the CCBCC Parties has good and transferable title to all of the CCBCC Owned Real Property free and clear of all Liens, except for Permitted Liens or Liens created by or through the CCBU Parties or any of their Affiliates. There are no leases, licenses, or have other occupancy agreements affecting the CCBCC Owned Real Property, nor are there any tenants or occupants of the CCBCC Owned Real Property with any rights to acquire, any real propertythereto. (b) Schedule 5.15(bSection 4.10(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, CCBCC Disclosure Schedule lists the “street address of each parcel of CCBCC Leased Real Property”). For each item Property and a list of all leases and occupancy agreements with respect to the CCBCC Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant together with a notation as to which Seller holds parcels constitute “CCBCC Critical Leased Property”. The CCBCC Parties have delivered to the CCBU Parties a possessory true, correct and complete copy of each such lease and occupancy agreement, together with all amendments thereto. A CCBCC Party or an Affiliate of the CCBCC Parties has a valid leasehold, usufruct or similar interest in the CCBCC Leased Real Property and all amendmentsProperty, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of all Liens except for Permitted Liens or Liens created by or through the CCBU Parties or any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fulltheir Affiliates. (c) The To the Knowledge of the CCBCC Parties, there are no condemnation or appropriation or similar proceedings pending or threatened against any of the CCBCC Owned Real Property or the CCBCC Leased Real Property constitutes all interests (collectively, the “CCBCC Real Property”) or the improvements thereon. (d) The CCBCC Parties have not received written notice of the actual or pending imposition of any assessment against the CCBCC Real Property for public improvements. (e) The CCBCC Parties have not received written notice from any Person within the past three (3) years of any default or breach under any covenant, condition, restriction, right of way, easement or license affecting the CCBCC Real Property, or any portion thereof, that remains uncured, except where any failure to cure would not result in real property currently occupied a material cost or used in connection with disruption to the CCBCC Business. The Leased Any easements and rights-of-way that serve the CCBCC Real Property is are valid and enforceable, in full force and effect and are not subject to any rights prior Liens (other than Permitted Liens) that could result in a forfeiture thereof, except where such invalidity, unenforceability, ineffectiveness or forfeiture would not result in a material cost or disruption to the CCBCC Business. (f) All applicable permits, licenses and other evidences of waycompliance that are required for the occupancy, building operation and use restrictionsof the CCBCC Owned Real Property have been obtained and complied with, title exceptions, variances, reservations except where the failure to so obtain or limitations comply would not result in any material cost to the CCBCC Business. (g) The CCBCC Parties have not received written notice of any kind or nature, except (i) those that in special assessments to be levied against the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased CCBCC Real Property and do not encroach upon for which the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerCCBU Parties would be responsible.

Real Property. (a) Seller does not directly own the real property upon which the Facility is located or indirectly ownany other real property necessary for the conduct of the Manufacturing Operations as currently conducted and as proposed to be conducted. Schedule 5.15 sets forth a complete list of all real property leased or subleased by Seller in connection with the operation of the Manufacturing Operations or otherwise necessary for the operation of the Manufacturing Operations or the use of the Facility (the "Real Property"). Seller has delivered to Purchaser true and correct copies of all leases and subleases relating to the Real Property ("Real Property Leases"). Except as set forth on Schedule 5.15, or have any rights to acquireSeller has a valid leasehold interest in all Real Property, any real propertyfree and clear of all Liens (other than Permitted Liens). (b) Schedule 5.15(b) lists all 5.15 describes each Real Property Lease by listing the name of the real property landlord or sublandlord, a description of the leased premises, the commencement and interests therein leasedexpiration dates of the current term, subleased or otherwise occupied or used the security deposited by Seller (with all easements and other rights appurtenant to such propertythe landlord or sublandlord, if any, the “Leased monthly rental (including base and all additional rents), and whether Seller may assign the Real Property”). For each item of Leased Property Lease, or sublease the underlying Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullPurchaser. (c) The Leased Each Real Property constitutes all interests Lease is, and at Closing shall be, in real property full force and effect and, except as contemplated hereby, has not been assigned, modified, supplemented, or amended (other than as previously provided to Purchaser), and neither of Seller nor, to Seller's knowledge, the landlord or sublandlord under any Real Property Lease is in Default under any Real Property Lease, and no circumstance or state of facts currently occupied or used in connection exists that, with the Business. The Leased giving of notice or passage of time, or both, would permit the landlord or sublandlord under any Real Property is not subject Lease to terminate any Real Property Lease (other than expiration of the term of any such Real Property Lease). (d) No covenants, easements, or rights of way, building use restrictions, title exceptions, variances, reservations or limitations of way impair in any kind or nature, except (i) those that in material respect the aggregate do not impair the current use or occupancy uses of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property for their intended use and do not encroach upon for the propertypurposes for which they are now utilized. (e) At the Closing, or otherwise conflict with Seller shall sublease the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with to Purchaser (and shall deliver to Purchaser original copies of all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) consents required for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellersuch subleases).

Real Property. (a) Section 1.1(p) of the Seller does not directly Disclosure Letter contains a true and correct list of each parcel of Real Property owned by the Sellers and used, held for use or indirectly ownuseable connection with the Business, and Section 1.1(q) of the Seller Disclosure Letter contains a true and correct list of each Real Property Lease with respect to real property leased by the Sellers (as lessor or have any rights to acquirelessee) and used, any real propertyheld for use or useable connection with the Business (except for the Deferred Leases). (b) Schedule 5.15(bExcept as disclosed in Section 3.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such propertyDisclosure Letter, the “Leased Real Property”). For each item of Leased Sellers have good, marketable and insurable title to the Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except all Encumbrances other than Permitted Encumbrances. Except for the Real Property subject to Real Property Leases described in Section 1.1(q)(i) of the Seller is not a sublessor ofDisclosure Letter, nor has assigned any lease covering, any item the Sellers are in possession of Leased the Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Each Real Property constitutes Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Seller party thereto and, except as set forth in Section 3.12(c) of the Seller Disclosure Letter, there is no default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder which would reasonably be expected to, individually or in the aggregate, result in a Seller Material Adverse Effect (d) Seller has full legal and practical access to the Real Property, and all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any easements, rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that and real property licenses relating thereto have been properly recorded in the aggregate do not impair the current use or occupancy appropriate public recording offices. None of the Leased Real Property; buildings, structures, improvements or (ii) with respect to each item of Leased fixtures constructed on any Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledgeincluding, but not limited to, all towers, guy wires and guy anchors and ground radials, encroach upon adjoining real property, and all such buildings, plantsstructures, structures improvements and other fixtures are constructed and are operated and used in conformance with all "set back" lines, easements, covenants, restrictions and all applicable building, fire, zoning, health and safety laws and codes. No utility lines serving the Real Property pass over the lands of a third party except where appropriate easements have been obtained. All buildings, structures, towers, antennae, improvements and fixtures comprising part of the real properties owned or used leased by Seller lie wholly within are in good and technically sound operating condition, have no latent structural mechanical or other defects of material significance, are reasonably suitable for the boundaries purposes for which they are being used and each has adequate rights of ingress and egress, utility service for water and sewer, telephone, electric and/or gas, and sanitary service for the conduct of the Leased Real Property Business and do not encroach upon operations of the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (Radio Broadcast Stations as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerpresently conducted.

Real Property. (a) Seller does not directly or indirectly own, or have Neither the Company nor any rights to acquire, Acquired Subsidiary owns any real property. (b) Schedule 5.15(bSection 3.18(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller Disclosure Schedule lists: (with all easements and other rights appurtenant to such property, i) the “Leased Real Property”). For street address of each item parcel of Leased Real Property, Schedule 5.15(b(ii) also lists the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the lessee, the lease term, the lease rateterms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property. Other than the rental payment amounts set forth in Section 3.18(b) of the Disclosure Schedule, to the Seller’s Knowledge, no other amounts are owed or reasonably likely to be owed by the Company or any Acquired Subsidiary with respect to any parcel of Leased Real Property. (c) Except as set forth in Section 3.18(c) of the Disclosure Schedule, neither the Company nor any Acquired Subsidiary has leased or subleased any parcel or any portion of any parcel of Leased Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other Contract pursuant agreement, nor has the Company or any Acquired Subsidiary assigned its interest under any lease or sublease listed in Section 3.18(b) of the Disclosure Schedule to which Seller holds a possessory interest in any Person. (d) To the Leased Real Property and all amendmentsSeller’s Knowledge, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item parcel of Leased Real Property is free in compliance in all material respects with all applicable Laws and clear Governmental Orders. Except as set forth in Section 3.18(d) of any Encumbrancesthe Disclosure Schedule, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any the lease covering, any item for each parcel of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject in full force and effect, there are no defaults under such leases by the Company or any Acquired Subsidiary, or, to the Knowledge of the Seller, any rights other party to such leases. (e) Section 3.18(e) of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair Disclosure Schedule lists all Contracts relating to the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries enjoyment of the Leased Real Property pursuant to which the consummation of the transactions contemplated by this Agreement and do not encroach upon the property, or otherwise conflict with Ancillary Agreements would require the property rights, consent of any the other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerparties thereto.

Real Property. (a) The Sellers have good and valid fee title to all Owned Real Property, free and clear of all Liens, except the Permitted Exceptions. No Seller does not directly has granted any purchase option, right of first offer or indirectly ownright of first refusal with respect to any Owned Real Property. To the Knowledge of Seller, none of the Owned Real Property is subject to any purchase option, right of first offer or have any rights to acquireright of first refusal, any real propertyexcept as disclosed in the Title Commitments. (b) Schedule 5.15(b5.8(b) lists sets forth the documents which comprise all of the leases and subleases, including all amendments thereto and guarantees thereof (individually, a “Real Property Lease”), relating to real property and interests therein leased, leased or subleased or otherwise occupied or used by Seller the Sellers (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Each Real Property Lease is a valid and all amendments, renewals, or extensions thereto (each, a “Lease”). The existing leasehold interest of the applicable Seller free and clear of Liens, except for Permitted Exceptions. No Seller is in material default under, and, to the Knowledge of Seller, no other party is in material default under, any Real Property Lease, and no event has occurred and is continuing that constitutes or, with respect to notice or the passage of time, or both, would constitute a material default under such Real Property Lease. The rental set forth in each item Real Property Lease of any parcel of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. each Seller is not a sublessor of, nor and immediately after the Closing will be the actual rental being paid by such Sellers and there are and immediately after the Closing will be no separate agreements or understandings in respect thereof. No Seller has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any other Person its interest under any Real Property Lease have been paid in fullof such Seller. (c) The To the Knowledge of Seller, except as set forth on Schedule 5.8(c), there are no condemnation or eminent domain proceedings of any kind pending or threatened against any Owned Real Property or Leased Real Property constitutes all interests in real property currently occupied of any Seller. No Seller has leased, subleased or used in connection with the Business. The licensed to any other Person any parcel or any portion of any parcel of any Owned Real Property or Leased Real Property is not subject to of such Seller, other any rights such leases, subleases and licenses that are Permitted Exceptions. (d) The Sellers are in possession of way, building use restrictions, title exceptions, variances, reservations or limitations each parcel of any kind or natureOwned Real Property and Leased Real Property of such Seller, except (i) those that in to the aggregate do not impair the current use extent such Owned Real Property or occupancy of the Leased Real Property; Property has been leased or (ii) with respect to each item of Leased Real Property, subleased by the Sellers as set forth in the Lease relating to such itemon Schedule 5.8(b). To Seller’s KnowledgeAll existing water, all buildingssewer, plantssteam, structures gas, electricity, telephone, and other improvements owned or used by Seller lie wholly within utilities required for the boundaries use, occupancy, and operation of the Owned Real Property and Leased Real Property and do not encroach upon of each Seller are adequate in all material respects for the property, or otherwise conflict with conduct of the property rights, of any other PersonBusiness as it currently is conducted. To the Knowledge of Seller’s Knowledge, the no improvements to any Owned Real Property or Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound have been materially damaged by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellercasualty.

Real Property. The Inventory, which includes work in progress inventory and finished goods inventory, consists of a quality and quantity usable for its intended purpose and salable in the o (a) Seller does not directly Schedule 4.12(a) lists all of the real property and interests therein owned by any Company (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or indirectly owninterest, the Company that owns it. Except as set forth on Schedule 4.12(a), the Companies have good and marketable fee simple title to the Owned Real Property, free and clear of any Encumbrances, except Permitted Encumbrances. No Company is a lessor of any parcel of Owned Real Property or have any rights to acquire, any real propertyportion thereof or interest therein. (b) Schedule 5.15(b4.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller any Company (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b4.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller the applicable Company holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The Except as set forth on Schedule 4.12(b), the leasehold interest of Seller a Company with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller No Company is not a sublessor of, nor or has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller any Company with respect to any Lease have been paid in full. (c) The Owned Real Property and the Leased Real Property constitutes (collectively, the “Real Property”) constitute all interests in real property currently occupied or used in connection with the Businessbusinesses of the Companies. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use use, occupancy, value or occupancy marketability of title to the Leased Real Property; or , (ii) as set forth in Schedule 4.12(c) and (iii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all All buildings, plants, structures and other improvements owned or used by Seller any Company lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s KnowledgeExcept as set forth in Schedule 4.12(c), the Leased Real Property complies with all Laws, including zoning requirements, and Seller no Company has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller The Target has delivered to the Buyer a copy of each deed and other instrument (as recorded) by which Seller any Company acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possessionProperty. Seller No Company is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller any Company of any real estate interest not currently in possession of Sellerany Company.

Real Property. (a) No Seller does not directly or indirectly own, or have any rights to acquire, owns any real propertyproperty that is primarily used in connection with the Business. (b) Schedule 5.15(b3.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by any Seller and primarily used in connection with the Business (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b3.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which a Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, renewals or extensions thereto (each, a “Lease”). The Except as set forth on Schedule 3.12(b), the leasehold interest of Seller the Sellers with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Except as set forth on Schedule 3.12(b), the Leased Real Property is used exclusively by the Business. No Seller is not a sublessor of, nor and has not assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller the Sellers with respect to any Lease have been paid in full. (c) The Except as disclosed on Schedule 3.12(c), the Leased Real Property constitutes all interests in real property currently occupied or primarily used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use use, occupancy, value or occupancy marketability of title to the Leased Real Property; or , (ii) as set forth in Schedule 3.12(c) and (iii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries Knowledge of the Leased Real Property and do not encroach upon the propertySellers, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledgeexcept as set forth in Schedule 3.12(c), the Leased Real Property complies in all material respects with all LawsLaw, including zoning requirements. Except as set forth in Schedule 3.12(c), and no Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered With respect to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policythe Business, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. no Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from a Seller of any real estate interest not currently in possession of a Seller.

Real Property. (a) Seller does shall deliver to Purchaser as soon as reasonably possible after the execution of this Agreement copies of all title information in possession of or available to Seller, including but not directly or indirectly ownlimited to title insurance policies, or have any rights attorney's opinions on title, surveys, covenants, deeds, notes and deeds of trust and easements relating to acquire, any real propertythe Real Property. (b) Schedule 5.15(b) lists all Purchaser shall notify Seller in writing within 30 days after the date of this Agreement of any mortgages, pledges, material liens, encumbrances, restrictions, reservations, tenancies, encroachments, overlaps or other title exceptions or zoning or similar land use violations related to the Real Property to which Purchaser reasonably objects (the "Title Defects"). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable and easements and rights of way which do not materially interfere with the use of the real property and interests therein leasedReal Property as a branch banking facility. Seller shall make a good faith effort to correct any such Title Defect to Purchaser's reasonable satisfaction at least 30 days prior to Closing; provided, subleased however, that Seller shall not be obligated to bring any lawsuit or otherwise occupied or used by make any payments of money (except to pay liens that Seller does not dispute in good faith) to cure a Title Defect. If Seller is unable to cure any such Title Defects to Purchaser's reasonable satisfaction, Purchaser shall have the option either to (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(bi) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, subleaseterminate this Agreement, or other Contract (ii) to receive title in its then existing condition. Upon termination of this Agreement pursuant to which Seller holds a possessory interest in this Section 1.10, neither party shall have any further liability to the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullparty under this Agreement. (c) The Leased Real Property constitutes all interests Purchaser shall have the right to update title matters at Closing for any changes which may have arisen between the date of Purchaser's original title search. If such update indicates any new Title Defects, Seller may elect to delay the Closing for up to 30 days while it makes a good faith effort to cure any such Title Defect to Purchaser's reasonable satisfaction; provided that Seller shall not be obligated to bring any lawsuit or make any payments of money (except to pay liens that Seller does not dispute in real property currently occupied or used in connection with good faith) to cure a Title Defect. If Seller is unable to cure any such Title Defect within such 30 day period, Purchaser shall have the Business. The Leased Real Property is not subject option either to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; terminate this Agreement, or (ii) receive title in the then existing condition. (d) Purchaser shall have the right to conduct such investigation of environmental matters with respect to each item the Real Property as it may reasonably require and shall report the results of Leased Real Propertyany such investigation to Seller no later than 45 days after the date of this Agreement. Seller shall have the right, as set forth in but not the Lease obligation, to cure any material violation of law relating to such itemthe environment which is discovered by Purchaser's investigation. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by If Seller lie wholly within the boundaries refuses to cure any material violation of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements law relating to the Leased Real Property or any other actions relative environment, Purchaser shall have the option either to (i) purchase the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party then existing condition, or (ii) to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerterminate this Agreement.

Real Property. (a) Schedule 4.11(a) of the Seller does not directly Disclosure Schedule sets forth a list of addresses of all real property owned in fee by an Acquired Company as of the date of this Agreement (together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, the “Owned Real Property”), together with the fee owner. The applicable Acquired Company has good and valid fee title to the applicable Owned Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances). Other than the Acquired Companies or indirectly ownas set forth on Schedule 4.11(a) of the Seller Disclosure Schedule, (i) there are no parties in possession of the Owned Real Property or have any material portion thereof and (ii) to the Knowledge of Seller, there are no parties having any outstanding option, right of first offer or first negotiation or right of first refusal or other similar rights to acquire, purchase or lease the Owned Real Property or any real propertymaterial portion thereof or material interest therein. (b) Schedule 5.15(b4.11(b) lists all of the Seller Disclosure Schedule sets forth by address a list of all real property leases and interests therein leasedsubleases under which an Acquired Company is a lessee or sublessee that are, subleased in each case, in effect as of the date of this Agreement (any such lease or otherwise occupied or used by Seller (sublease, individually, and together with all material amendments, modifications, extensions, renewals, guaranties and other agreements with respect thereto, a “Real Property Lease,” and such leased properties, together with all easements and other rights and interests of the lessee appurtenant to such propertythereto, the “Leased Real Property”). For each item Each Real Property Lease is a valid and binding obligation of the Acquired Company party thereto, subject to the Bankruptcy and Equity Exception. Seller has made available to Purchaser accurate and complete copies of the Real Property Leases as in effect as of the date of this Agreement. The Real Property Leases and Leased Real PropertyProperty constitute valid leasehold interests and are free and clear of all Encumbrances other than the Permitted Encumbrances. Except as set forth on Schedule 4.11(b) of the Seller Disclosure Schedule and subject to Permitted Encumbrances, Schedule 5.15(b(i) also lists each of the lessorapplicable Acquired Companies has, the lesseein all material respects, the lease termexclusive, the lease rate, quiet possession and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in quiet enjoyment of the Leased Real Property and all amendmentsrights, renewalsservitude, and privileges belonging or extensions thereto appertaining thereto, (eachii) none of the Acquired Companies has subleased, a “Lease”). The leasehold interest encumbered or subject to licenses, permits, occupancy or tenancy agreements of Seller with respect any kind the right to each item use or occupy any material portion of any Leased Real Property is free to any Person, and clear (iii) no Affiliate of any Encumbrances, except Permitted Encumbrances. Acquired Company and/or the Seller is not a sublessor of, nor has assigned the owner or lessor of any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased As of the date of this Agreement, no Acquired Company has received any written notice of any default or event that, with or without notice, lapse of time or both, would constitute a default by such Acquired Company under any of the Real Property constitutes all interests Leases. No Acquired Company is in real property currently occupied default or used in connection with breach (after the Business. The Leased expiration of any notice or cure period) under any Real Property is not subject Lease, nor, to the Knowledge of Seller, are there any existing defaults or breaches by the lessor thereunder. No condition exists which, but for the giving of notice or the passage of time, would constitute a breach or default by any Acquired Company or, to the Knowledge of Seller, any other party pursuant to any rights Real Property Lease, or permit termination, modification or acceleration of wayrent by any party to any Real Property Lease. Except as set forth on Schedule 4.11(c) of the Seller Disclosure Schedules, building use restrictionsthe consummation of the transactions contemplated by this Agreement does not require the consent of or notice to any other party to any Real Property Lease and will not result in a breach of or default under any Real Property Lease, title exceptionsor otherwise cause any Real Property Lease to cease to be legal, variancesvalid, reservations binding, enforceable and in full force and effect immediately following the Closing. (d) To the Knowledge of Seller and except as would not reasonably be expected to have, individually or limitations of any kind or naturein the aggregate, except a Material Adverse Effect, (i) those there are no rents, required deposits or additional rents due to date pursuant to the Real Property Leases that have not been paid in full or will not be paid in the aggregate do not impair the current use or occupancy of the Leased Real Property; or ordinary course, (ii) no security deposit or portion thereof deposited with respect to each item the Real Property Leases has been applied in respect of Leased a breach or default under such Real PropertyProperty Lease which has not been redeposited in full as required pursuant to the terms of such Real Property Lease, (iii) there are no brokerage commissions or finder’s fees due and owing by any Acquired Company with respect to the Real Property Leases, (iv) except as set forth on Schedule 4.8(a)(v) of the Seller Disclosure Schedules, no Acquired Company has collaterally assigned or granted any security interest in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures Real Property Leases or any interest therein and other improvements owned or used by Seller lie wholly within (v) the boundaries owners of the Leased Real Property and do have not encroach upon made any assignment, mortgage, pledge or hypothecation of such Real Property Leases or the propertyrents or use fees due thereunder, or otherwise conflict with in each case of the property rightsforegoing clauses (i)-(v), of any other Personsubject to Permitted Encumbrances. To Seller’s Knowledgethe Knowledge of Seller and subject to Permitted Encumbrances, (i) no improvements constituting a part of the Real Property encroach, in any material respect, on real property owned by any Person other than the Acquired Companies or the owner of such Leased Real Property and (ii) there are no material encroachments onto any part of the Real Property from adjacent real property. (e) As of the date of this Agreement, no Acquired Company has received written notice of any, and there are no pending or, to the Knowledge of Seller, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Real Property. The applicable Acquired Company’s use, occupancy and operation of the Real Property in the manner in which it is now occupied and operated by such Acquired Company complies in all material respects with all Lawsapplicable building code, fire code, health code, zoning, land use, safety and similar applicable Legal Requirements. As of the date of this Agreement, no Acquired Company has received written notice of any, and to the Knowledge of Seller, there is no existing material violation of building, fire or health codes and/or zoning ordinances or other applicable Legal Requirements affecting the Real Property, subject to Permitted Encumbrances. Neither the whole nor any portion of the Real Property has been materially damaged or destroyed by fire or other casualty and not restored to a condition reasonably sufficient for the operation thereof for its current use. Subject to Permitted Encumbrances, (i) no improvements constituting a part of the Real Property encroach, in any material respect, on real property owned by any Person other than the Acquired Companies or the owner of such Leased Real Property, and (ii) there are no material encroachments onto any part of the Real Property from adjacent real property. Subject to Permitted Encumbrances, there is no present default (subject to any expiration of any notice or cure period) under any mortgage or similar instrument encumbering any Real Property. (f) The Real Property and all material improvements thereon, including zoning requirementswithout limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonably good working condition and repair, subject only to ordinary wear and tear and normal, scheduled maintenance, and Seller has not received any notifications from any Governmental Body are reasonably sufficient for the operation thereof for its current use. There are no material structural or insurance company recommending improvements to other physical defects or deficiencies in the Leased condition of the Real Property, and there are no facts or conditions that would, individually or in the aggregate, materially interfere with the use or occupancy of such Real Property or any other actions relative portion thereof in the operation of the business of the Acquired Companies as currently conducted thereon. As of the date of this Agreement, no Acquired Company has received any written notice of, and to the Leased Knowledge of Seller, there are no material special Taxes, levies or assessments, contemplated, pending or certified, with respect to any of the Real Property, in each case, subject to Permitted Encumbrances. As of the date of this Agreement, no Acquired Company has received written notice of any, and there are no outstanding material violations of any applicable permits, licenses, certificates of occupancy, covenants, conditions or restrictions, whether federal, state, local or private, with respect to the Real Property, or the use or occupancy thereof by the Acquired Companies. The Real Property or the applicable Acquired Company holding the leasehold interest therein has received all material permits, certificates of occupancy, licenses, authorizations and approvals required for the use and occupancy thereof by the Acquired Companies. (g) Each Real Property is supplied in all material respects with utilities and other services reasonably necessary for the operation of the business of the Acquired Companies as currently conducted at such Real Property. Seller has delivered To the Knowledge of Seller, no fact or condition exists that would result in the termination or material impairment of the furnishing of service to Buyer a copy any of each deed the Real Property of water, sewer, gas, electric, telephone, drainage and other instrument such utility services, which are required for the operation of the business of the Acquired Companies as currently conducted on such Real Property. To the Knowledge of Seller, (as recordedi) by which Seller acquired any Leased each Real Property enjoys reasonably sufficient ingress and a copy egress from dedicated public highways or streets, and (ii) no action has been instituted or is pending, threatened or contemplated that would materially impair such ingress and egress. As of each title the date of this Agreement, no Acquired Company has received any written notice from any insurance policy, opinion, abstract, survey company or board of fire underwriters providing coverage under any Insurance Policy of any defects or inadequacies that would materially and appraisal relating adversely affect the insurability of any Real Property or requiring the performance of any material work or alteration with respect to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerProperty.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real propertyBuyer has received an ALTA/ACSM survey of the Owned Real Property (the “Survey”) prepared by a Michigan registered surveyor. (b) Schedule 5.15(bSeller has caused or will cause First American Title Insurance Company (the “Title Insurer”) lists all to furnish to Buyer and Seller with a commitment (“Commitment”) regarding each Owned Real Property for an ALTA 2006 Owner’s Policy of the real property Title Insurance in an amount reasonably acceptable to Buyer and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements but in any event no less than the current assessed value for the land and other rights appurtenant to such property, the “Leased Real Property”). For improvements on each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Owned Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”on the Closing Date). The leasehold Commitment, the Schedule B documents and the Survey, if any, shall collectively be referred to as the “Title Evidence”. (c) On or before the Closing, Seller will cause Title Insurer to furnish to Buyer an owner’s title insurance policy (“Title Policy”) issued by Title Insurer pursuant to the Commitment, or a suitably marked up Commitment initialed by the Title Insurer undertaking to issue a Title Policy within a reasonable time in the form required by the Commitment, as reasonably approved by Buyer. (d) Seller will pay the costs of the Commitment, the related title searches and a GAP endorsement. Buyer will pay the premium for the Title Policy and the cost of any other endorsements Buyer desires. Seller and Buyer will each pay one half of any reasonable and customary closing fee or charge imposed by the Title Insurer or its designated closing agent. Buyer will pay all costs related to or arising from the Survey. Seller will pay all state and local transfer tax due on the deed to be delivered by Seller under this Agreement. Seller will pay recording fees for instruments necessary to cure any objections to the matters disclosed in the Title Evidence which can be cured solely by the payment of a fixed sum of money including, without limitation, payment of any mortgages, judgments, or monetary liens (the “Payment Objections”) and such payments shall be paid at Closing by Seller from the Closing proceeds. Buyer will pay recording fees for each deed and any other documents desired by Buyer or its lender. (e) The other provisions of this Agreement notwithstanding, Seller will pay all general real estate taxes and installments of special assessments, including any interest of Seller and penalties, with respect to each item the Owned Real Estate that are due and payable in all years prior to the year in which the Closing occurs. Seller and Buyer will prorate the general real estate taxes and installments of Leased special assessments with respect to the Owned Real Property is free Estate due and clear payable in the year of Closing as of the Closing Date based upon the calendar year, without duplication of any Encumbrances, except Permitted Encumbrancesaccrual or refund included in the Final Closing Balance Sheet. Such proration shall be based on the number of days in such year on or before the Closing Date and the number of days in such year after the Closing Date. Seller is not shall receive a sublessor of, nor has assigned credit at Closing for any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable real estate taxes and assessments previously paid by Seller with respect to any Lease have been paid in fullthe prorated period after the Closing Date. Buyer will pay all general real estate taxes and installments of special assessments, including interest, due and payable with respect to the Owned Real Estate for the prorated period after the Closing Date. (cf) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is Seller and Seller Shareholders acknowledge that Buyer has not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) completed its due diligence with respect to each item the Title Evidence, and accordingly a closing condition in favor of Leased Real Property, as Buyer has been set forth in Section 9.2(e). (g) Seller will use its commercially reasonable efforts to resolve any objections to matters disclosed in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used Title Evidence raised by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of Buyer. (h) Notwithstanding any other Personprovision of this Agreement to the contrary, Seller and Buyer agree that prior to Closing, Schedule 12.14 will be prepared to contain only those items that Title Insurer and Buyer have agreed will be shown as title exceptions on the Title Policy. To Seller’s KnowledgeIn furtherance thereof, the Leased Real Property complies with all Laws, including zoning requirements, parties agree that the pro-forma title policy issued by Title Insurer and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements agreed to by Buyer shall be the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) basis for the purchase or sale of any real estate interest or any Contract for the lease items to or from Seller of any real estate interest not currently in possession of Sellerbe set forth on Schedule 12.14.

Real Property. (a) Seller does not Neither the Company nor any Subsidiary directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 5.15(b5.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller the Company or any Subsidiary (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b5.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller the Company or Subsidiary holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller the Company or the Subsidiary with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller Neither the Company nor any Subsidiary is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller the Company or any Subsidiary with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Sellers’ Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller neither the Company nor any Subsidiary has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has The Company and each Subsidiary have delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller the Company or such Subsidiary acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller Neither the Company nor any Subsidiary is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller the Company or any Subsidiary of any real estate interest not currently in possession of Sellerthe Company or any Subsidiary.

Real Property. (a) Seller does not directly or indirectly ownExcept as set forth in Section 3.11(a) of the Elitech Disclosure Schedule, or have neither Elitech nor any rights to acquire, of its Subsidiaries own any real propertyproperty or interests in real property in fee. (b) Schedule 5.15(bSection 3.11(b) lists all of the Elitech Disclosure Schedule contains a list of all material real property and interests therein leased, subleased in real property leased by Elitech or otherwise occupied or used by Seller any of its Subsidiaries (with all easements and other rights appurtenant to such property, the “Elitech Leased Real Property”). For each item The Elitech Leased Real Property listed on Section 3.11(b) of the Elitech Disclosure Schedule includes all interests in real property used in or necessary for the conduct of the businesses and operations of Elitech and its Subsidiaries as currently conducted. With respect to Elitech Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the Elitech has delivered to Nanogen a true and complete copy of every material lease term, the lease rate, and the lease, sublease, or other Contract pursuant sublease to which Seller holds Elitech or any Subsidiary of Elitech is a possessory interest in the Leased Real Property and all amendments, renewals, party or extensions thereto by which any of them is bound (each, a an “Elitech Lease”). The leasehold interest Each Elitech Lease is in full force and effect. To the Sellers’ Knowledge, neither Elitech nor any of Seller with respect its Subsidiaries is in default under any such Elitech Lease and, to each item of Leased Real Property the Sellers’ Knowledge, no other party thereto is free and clear of in default under any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullsuch Elitech Lease. (c) The Neither Elitech nor any of its Subsidiaries has received, at any time since January 1, 2006 written notice from any Governmental Entity or other Person that the Elitech Leased Real Property constitutes does not comply in all interests in real property currently occupied material respects with all applicable material building and zoning codes, deed restrictions, ordinances and rules. There are no pending or, to the Sellers’ Knowledge, threatened condemnation, fire, health, safety, building, zoning or used in connection with other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Business. The Elitech Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations which do or limitations of any kind or nature, except (i) those that in the aggregate do not impair may adversely effect the current use or occupancy of the Leased Real Property; or thereof. (iid) with respect to each item of Leased Real Property, Except as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries Section 3.11(d) of the Leased Real Property and do not encroach upon the propertyElitech Disclosure Schedule, no Person other than Elitech or otherwise conflict with the property rights, a Subsidiary of Elitech is in possession of any other Person. To Seller’s Knowledge, of the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Elitech Leased Real Property or any portion thereof, and there are no leases, subleases, licenses, concessions or other actions relative agreements, written or oral, granting to any Person other than Elitech or a Subsidiary of Elitech the Leased Real Property. Seller has delivered to Buyer a copy right of each deed and other instrument (as recorded) by which Seller acquired any use or occupancy of the Elitech Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerportion thereof.

Real Property. (a) Seller does not directly Except as set forth on Schedule 4.7(a), the Company owns or indirectly own, has the right to occupy and use all Real Property owned or have any rights to acquire, any real property. (b) used in the Business. Schedule 5.15(b4.7(a) lists all of Real Property which is owned by the real property Company (the “Owned Real Property”) and interests therein leased, subleased or otherwise occupied or used by Seller all Real Property leased to the Company (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For The Company has fee simple title to all the Owned Real Property owned by it, and to all buildings, structures and other improvements thereon and all fixtures thereto, free and clear of all Liens and encumbrances, subject only to the Permitted Liens. The Company has a valid leasehold interest in each item 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 and 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 set forth on Schedule 4.7(b), the Company is lawfully in possession of all Leased Real Property, Schedule 5.15(b) also lists and all conditions precedent to the lessor, obligation of the lessee, the lease term, the lease rate, Company to take possession and the lease, sublease, or other Contract pursuant continue to which Seller holds a possessory interest in the occupy all Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with fulfilled. Except as set forth on Schedule 4.7(b), there is no arrearage of rent under the BusinessCompany Lease. The Leased Real Except as set forth on Schedule 4.7(b), the Company Property is not subject to any rights licenses, concessions or amendments to any of waythe foregoing. Except for any Affiliate Contracts that will be terminated as of the Effective Time, building use restrictionsneither Seller nor the Company leases any portion of the Company Property to any Person. (c) Except as set forth on Schedule 4.7(c), title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of and improvements on the Owned Real Property and the Leased Company Property and, to the Knowledge of the Leased Real Property; or (ii) with respect to each item of Leased Real PropertyCompany, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies are in conformity in all material respects with all Laws, including all applicable zoning requirementslaws, ordinances and Seller 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 notifications notice or demand from the holder of any Governmental Body assignment, pledge or insurance company recommending improvements 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 Company Property. (g) The Company has not received any written notice of any 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 effect with respect to all or any portion of the real estate taxes applicable to any of the Owned Real Property or Leased Company Property. (h) Solely to the 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 Real 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 other actions relative notice for the purpose of terminating the Company Lease, nor to the Leased Real Property. Seller has delivered 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 Buyer a copy the Knowledge of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policythe Company, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller the landlord under the Company Lease is not a party to or bound by any Contract (including any option) for the purchase or sale subject of any real estate interest bankruptcy, insolvency or similar proceeding in any Contract federal, state or other court or jurisdiction. To the extent any of the representations 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, the representations and warranties in this Section 4.7(h), to the extent they become operative hereunder, shall supersede such other representations and warranties and shall control for the lease to or from Seller purposes of any real estate interest not currently in possession of Sellerthis Agreement.

Real Property. (a) Seller The Company does not own, and has not within the past five (5) years owned, directly or indirectly own, or have any rights to acquireindirectly, any real property or interests in real property. (b) Schedule 5.15(bSection 3.11(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, Disclosure Schedule sets forth the “address of each Leased Real Property”)Property and the name, parties, dates and all amendments to each Lease (as defined below) related thereto. For each item of All written leases, subleases, or other use or occupancy agreements pursuant to which the Company is a party as a lessee, sublessee, tenant, subtenant or in a similar capacity with respect to any Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and including all amendments, renewals, extensions, modifications, supplements, guaranties or extensions thereto related documents to any of the foregoing or substitutions for any of the foregoing (eachcollectively, a the “LeaseLeases”), are the valid and binding obligation of the Company and are in full force and effect. The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions No security deposit or other brokerage fees due from or payable by Seller portion thereof deposited with respect to any Lease have has been paid applied in respect of any default under such Lease that has not been redeposited in full. . The leasehold interest granted to the Company under each such Lease is free of all Encumbrances (c) The other than Permitted Encumbrances and excluding Encumbrances on the Leased Real Property constitutes all interests in real property currently occupied or used in connection with affecting the Businessfee title to such property). The Leased Real Property comprises all the real property currently used in the Company’s business. The Company is not subject a lessor, sublessor or grantor under any lease, sublease, license or other instrument granting to another person any rights of wayright to the possession, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of any real property. Seller has no Knowledge of any threatened or contemplated, condemnation or eminent domain Action or other Action affecting the Leased Real Property; or (ii) with respect to each item of Leased Real Property, . Except as set forth in on Section 3.11(b) of the Lease relating Disclosure Schedule, neither Seller nor the Company has received any written notice from any Governmental Authority having jurisdiction over the applicable Leased Real Property to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries effect that any of the Leased Real Property and do is not encroach upon the propertyin material compliance with any Law, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements except notices that have been resolved to the Leased Real Property or any other actions relative to satisfaction of the Leased Real Property. Seller has delivered to Buyer a copy issuer of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellernotice.

Real Property. (a) Seller does not directly Section 3.12(a) of the A/N Disclosure Schedule sets forth a list that is true, complete and accurate in all material respects as of the date hereof of the street address of each parcel of Bengal Owned Real Property. Section 3.12(a) of the A/N Disclosure Schedule sets forth all leases, license agreements, subleases and occupancy agreements in effect as of the date hereof by which Bengal or indirectly ownany Subsidiary leases any portion of the Bengal Owned Real Property or Bengal Leased Real Property to any Person, in each case, pursuant to the terms of which Bengal or have any rights of its Subsidiaries is entitled to acquirereceive payments in excess of $2,000,000 over the 12-month period following the date hereof (each, a “Bengal Demising Lease”). As of the date hereof, neither Bengal nor any real propertyof its Subsidiaries has exercised any option or right to terminate, renew or extend the term of any Bengal Demising Lease, except as expressly provided in such Bengal Demising Lease in accordance with its terms. Bengal has made available to Cheetah true and complete copies of all Bengal Demising Leases. (b) Schedule 5.15(bSection 3.12(b) lists all of the real property A/N Disclosure Schedule sets forth a list that is true, complete and interests therein leasedaccurate in all material respects as of the date of this Agreement of the Bengal Leases. As of the date hereof, subleased neither Bengal nor any of its Subsidiaries has exercised any option or otherwise occupied right to terminate, renew or used by Seller (with all easements and other rights appurtenant to such property, extend the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear term of any Encumbrancessuch Bengal Lease, except Permitted Encumbrancesto the extent provided in such Bengal Lease. Seller is not a sublessor of, nor has assigned any lease covering, any item True and complete copies of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease all such Bengal Leases have been paid in fullmade available to Cheetah. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights Each of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except Bengal and each Subsidiary thereof that (i) those that owns a fee interest in the aggregate do not impair the current use or occupancy a parcel of the Leased Bengal Owned Real Property; Property has good and marketable title thereto) free and clear of all Encumbrances other than Permitted Encumbrances or (ii) leases Bengal Leased Real Property pursuant to a Bengal Lease has a valid leasehold interest therein (subject to expiration of such Bengal Lease in accordance with respect its terms) free and clear of all Encumbrances other than Permitted Encumbrances, except, in the case of each of clauses (i) or (ii), to each item the extent that the failure to have such good and marketable title or valid leasehold interest, as the case may be, would not, individually or in the aggregate, reasonably be expected to have a Bengal Material Adverse Effect. (d) There are no pending or, to Bengal’s Knowledge, threatened (i) appropriation, condemnation, eminent domain or like proceedings relating to the Bengal Owned Real Property or, to Bengal’s Knowledge, the Bengal Leased Real Property or (ii) proceedings to change the zoning classification, variance, special use, or other applicable land use law of any portion of the Bengal Owned Real Property or, to Bengal’s Knowledge, the Bengal Leased Real Property, as set forth except in the Lease relating to such item. To Seller’s Knowledgecase of each of clauses (i) and (ii), all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property extent such proceedings would not, individually or any other actions relative in the aggregate, reasonably be expected to the Leased Real Property. Seller has delivered to Buyer have a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerBengal Material Adverse Effect.

Real Property. (a) Seller does not directly or indirectly own, or have Neither the Company nor any rights to acquire, of its Subsidiaries own any real property. (b) Schedule 5.15(bSection 4.20(b) lists all of the real property Company Disclosure Letter sets forth a true, accurate and interests therein leasedcomplete list, subleased or otherwise occupied or used by Seller (with as of the date of this Agreement, of all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto Real Property Leases (each, a “Lease”)as hereinafter defined) pertaining to such Leased Real Property. The leasehold interest of Seller with With respect to each item parcel of Leased Real Property is Property: (i) The Company or one of its Subsidiaries holds a valid and existing leasehold estate in, and enjoys peaceful and undisturbed possession of, such Leased Real Property, free and clear of any Encumbrancesall Liens, except for Permitted Encumbrances. Seller Liens. (ii) The Company or its applicable Subsidiary is not a sublessor ofin material compliance with all laws, nor has assigned any lease coveringrules, any item of regulations and ordinances related to the business as it is currently conducted on such Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (ciii) The Leased Real Property constitutes Company and its Subsidiaries are in material compliance with all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of wayLiens, building use encumbrances, easements, restrictions, title exceptions, variances, reservations or limitations and other matters of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of record affecting the Leased Real Property; , and neither the Company nor any of its Subsidiaries has received any notice alleging any default under any of such Liens, encumbrances, easements, restrictions, or (ii) with respect to each item of Leased Real Propertyother matters. The Company’s and its Subsidiaries’, as set forth in the Lease relating to such item. To Seller’s Knowledgeapplicable, all buildings, plants, structures possession and other improvements owned or used by Seller lie wholly within the boundaries quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed, and do not encroach upon to the propertyknowledge of the Company, there are no material disputes with respect to such Real Property Leases. (iv) The Company and its Subsidiaries have delivered to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise conflict with granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Acquiror; and there are no other lease agreements for real property rights, of any other Person. To Seller’s Knowledge, affecting the Leased Real Property complies with or to which any of the Company or its Subsidiaries is bound; and all Laws, including zoning requirementssuch Real Property Leases are, and Seller shall be, in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company or a Subsidiary owns all of the lessee’s or tenant’s interest under the Real Property Leases and has not assigned, pledged or otherwise hypothecated any such interest. The Company and its Subsidiaries are in material compliance with the terms of all of the Real Property Leases, and there are no breaches or defaults under the Real Property Leases by the Company or its Subsidiaries, or, to the knowledge of the Company, the lessor or landlord thereunder, and there are no events which with the passage of time or notice, or both, would constitute a monetary default or material non-monetary breach or default on the part of the Company or a Subsidiary, or, to the knowledge of the Company, any other party to the Real Property Leases. Neither the Company nor any Subsidiary has received any notifications from notice alleging any Governmental Body monetary default or insurance company recommending improvements material non-monetary breach or default that is ongoing under any of the Real Property Leases. Except as described on Section 4.20(b)(iv) of the Company Disclosure Letter, the consummation of the transactions provided for herein will not create or constitute a default or event of default under any Real Property Lease or require the consent of any other party to any such lease to avoid a default or event of default. (v) As of the date of this Agreement, no party, other than the Company or a Subsidiary, has any right to use or occupy the Leased Real Property or any other actions relative portion thereof, whether as tenants, subtenants, trespassers or otherwise. (vi) No third party has a right to acquire any interest in the Leased Real Property. (vii) There are no eminent domain or similar proceedings pending or, to the Company’s knowledge, threatened affecting any portion of the Leased Real Property. Seller has delivered There is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or proceeding pending or, to Buyer a copy the Company’s knowledge, threatened, relating to the ownership, lease, use, occupancy or operation by any Person of each deed and other instrument the Leased Real Property. (as recordedviii) by which Seller acquired any The Leased Real Property is in good condition and a copy of each title insurance policy, opinion, abstract, survey repair and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) sufficient for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently uses in possession of Sellerwhich such property is presently employed.

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, any real property. (bSchedule 4.11(a) Schedule 5.15(b) lists sets forth all of the real property and interests therein leased, subleased or otherwise occupied or used owned by Seller (and used in connection with all easements and other rights appurtenant the Manufacturing Facilities. Seller has indefeasible fee simple title to such property, the “Leased Real Property”). For each item of Leased Purchased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any all Encumbrances, except Permitted Encumbrances. To Seller’s Knowledge, there is no Person other than Seller in possession of any portion of the Purchased Real Property. (b) There are no surface or building leases, subleases, ground leases, mineral leases or other agreements (and an accurate legal description of the lands covered thereby) pursuant to which Seller leases, subleases, uses or occupies real property in connection with the Louisiana Facility. Seller is not a landlord, lessor or sublessor of, nor has assigned of any lease covering, any item of Leased the Purchased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes Seller has full right and authority to use and operate any and all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased improvements located on the Purchased Real Property, as set forth in subject to applicable Laws and the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other PersonPermitted Encumbrances. To Seller’s Knowledge, the Leased Purchased Real Property complies is being used, occupied, and maintained in all material respects by Seller in accordance with all Lawsapplicable easements, including zoning contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. Except as set forth on Schedule 4.11(c), certificates of occupancy and all other material licenses, permits, authorizations, and approvals required by any Governmental Authority having jurisdiction over the Purchased Real Property have been issued for Seller’s occupancy and use 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. There is no pending or, to Seller’s Knowledge, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Purchased Real Property, nor has Seller received notification that any such proceeding or assessment is contemplated. (d) Except as set forth on Schedule 4.11(d), to Seller’s Knowledge, the Louisiana Facility is free from material structural and mechanical defects (including roofs) and has been used in the Ordinary Course of Business and remains as of the date hereof in suitable and adequate condition for such continued use. Upon the consummation of the transactions contemplated by this Agreement, Buyer will have marketable title to the Purchased Real Property free and clear of all Encumbrances, except Permitted Encumbrances. (e) There are no: (i) tenancies or occupancies affecting the Purchased Real Property which will continue after the Closing or (ii) purchase contracts, options or other agreements of any kind, written or oral, formal or informal, ▇▇▇▇▇▇ or inchoate, recorded or unrecorded, entered into by Seller whereby any Person other than Seller has acquired any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds, of the Purchased Real Property. (f) Seller has furnished Buyer with true and complete copies of all deeds and leases in their possession relating to the Purchased Real Property. (g) Seller has not received any notifications from any Governmental Body written notice of existing, pending or insurance company recommending improvements threatened (i) condemnation proceedings affecting the Purchased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the Leased ability to operate the Purchased Real Property or as currently operated. Neither the whole nor any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy material portion of each deed and other instrument (as recorded) by which Seller acquired any Leased Purchased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to has been damaged or bound destroyed by any Contract (including any option) for the purchase fire or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerother casualty.

Real Property. (a) The Seller does not directly or indirectly own, or have any rights to acquire, own any real property. (b) Schedule 5.15(b3.12(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by the Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b3.12(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which the Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, renewals or extensions thereto (each, a “Lease”). The Except as set forth on Schedule 3.12(b), the leasehold interest of the Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. The Seller is not a sublessor of, nor and has not assigned any lease covering, any item of Leased Real Property. Leasing All leasing commissions or other brokerage fees due from or payable by the Seller with respect to any Lease have been paid in full. (c) The Leased Except as set forth on Schedule 3.12(c), the Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or , (ii) with respect to each item of Leased Real Property, as set forth in Schedule 3.12(c) and (iii) as set forth in the Lease relating to such item. To the Knowledge of the Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by the Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Except as set forth in Schedule 3.12(c), to the Knowledge of the Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and the Seller has not received any notifications from any Governmental Body Body, landlord or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. The Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from the Seller of any real estate interest not currently in possession of the Seller.

Real Property. (a) Section 3.8(a) of the Seller does Disclosure Schedule sets forth an accurate and complete list (by street address and current owner and any other information to the extent required by applicable Law) (i) of all real property and interests in real property in which any Acquired Company has fee title (or equivalent) interest (collectively, the “Acquired Company Real Property”) and (ii) of all Owned Real Property. The current owner has good and marketable title in fee simple (or the local legal equivalent) to each parcel of Acquired Company Real Property and each parcel of Owned Real Property, free and clear of any Encumbrance, and there are not directly or indirectly ownpending or, or have any rights to acquirethe Seller’s Knowledge, any real propertythreatened condemnation or similar proceedings related to any of the Acquired Company Real Property or Owned Real Property. (b) Schedule 5.15(bSection 3.8(b) lists all of the Seller Disclosure Schedule sets forth an accurate and complete description (by street address of the subject leased real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the date of the lease and the name of the parties thereto) (i) of all real property that is leased by any Acquired Company (collectively, the “Acquired Company Leased Real Property”). For each item ) and (ii) of all Leased Real Property, Schedule 5.15(b) also lists . The Seller has made available to the lessor, Purchaser complete copies of the lessee, leases in effect as of the lease term, date hereof relating to the lease rate, Acquired Company Leased Real Property and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendmentsthere has not been any sublease or assignment entered into by the Seller, renewals, any Asset Selling Affiliate or extensions thereto (each, a “Lease”). The leasehold interest any Acquired Company in respect of Seller with respect the leases relating to each item of such Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of or Acquired Company Leased Real Property. Leasing commissions No Acquired Company is in default of any material provision of any lease of its Acquired Company Leased Real Property (and no event has occurred that with the passage of time or other brokerage fees due from notice, or payable by both, would constitute, a material default) and neither the Seller nor any Asset Selling Affiliate is in default of any material provision of any lease of any of its Leased Real Property (and no event has occurred that with respect to any Lease have been paid in fullthe passage of time or notice, or both, would constitute, a material default). (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that information contained in the aggregate do not impair land register extract as attached in Exhibit I is correct and complete, and no changes thereto have been applied for or authorized by the current use Seller or occupancy any Affiliate of the Leased Real Property; or Seller. No public easements (iiBaulasten) with respect to each item of Leased the Owned Real PropertyProperty have been registered and, as set forth in to the Lease relating to such item. To Seller’s Knowledge, all no such registration has been applied for. (d) With respect to the Owned Real Property: (viii) the buildings, plantsconstructions and fixtures on the Owned Real Property are in all material respects in good working order and free of material defects in terms of construction or condition except for normal wear and tear; and (ix) the buildings, structures and other improvements owned constructions or used fixtures installed by the Seller lie wholly within on the boundaries of the Leased Owned Real Property and their use do not violate in any material respect any public regulations, in particular legal building and emission protection regulations, and do not infringe or encroach upon any properties owned by third parties or violate third parties’ rights. 35 (e) The relevant Governmental Authorities have granted and, to the propertySeller’s Knowledge, or otherwise conflict with not withdrawn the property rightspermits necessary for the construction and operation of the buildings located on the Owned Real Property (Baugenehmigungen), of any other Person. To and, to the Seller’s Knowledge, the Leased current use of the Owned Real Property complies is in accordance with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellersuch permits.

Real Property. (ai) Seller does The SNDL Transferred Store Assets do not directly or indirectly own, or have any rights to acquire, include any real or immovable property. (b) Schedule 5.15(b) lists . SNDL has made available to the Company copies of all of the real property and interests therein leasedleases, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant subleases, licenses to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rateoccupy, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest agreements in the Leased Real Property and nature of a lease (including all amendments, renewals, or extensions thereto extensions, assignments, occupancy agreements, subleases, agreements to lease and agreements to sublease) in respect of the SNDL Transferred Stores (eachthe “SNDL Transferred Store Leases”, each a “SNDL Transferred Store Lease”)) and in each case whether as lessor or lessee. The leasehold interest Except as set forth in the SNDL Disclosure Letter, neither SNDL nor any of Seller with respect to each item its affiliates are the lessor of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor or lessee of, nor has assigned any lease coveringhave they agreed to acquire or lease, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or Appurtenances or any interest in, any real property or Appurtenances in respect of the SNDL Transferred Stores other than the SNDL Leased Properties. Other than the SNDL Leased Properties, no other real property is used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy conduct of the Leased Real Property; or business of the SNDL Transferred Stores currently being conducted. (ii) with SNDL is not a party to, and has not agreed to enter into, any lease, sublease, license to occupy, agreement to lease, agreement to sublease or agreement in the nature of a lease in respect of any real property or Appurtenances, whether as lessor or lessee, related to each item the SNDL Transferred Stores other than the SNDL Transferred Store Leases. Each SNDL Transferred Store Lease is in full force and effect and unamended. Each SNDL Transferred Store Lease is in good standing; neither SNDL (or its applicable affiliates) or any other party thereto is in default of Leased Real Propertyor breach of any covenant, condition or obligation contained therein. There is no material dispute between SNDL (or its applicable affiliates) and any other party under any SNDL Transferred Store Lease. No SNDL Transferred Store Lease creates a Lien in respect of any of the SNDL Transferred Store Assets except as set forth in the Lease relating SNDL Disclosure Letter. No amount is payable after Closing as a commission or finder's fee under an agreement to such itemwhich SNDL or any affiliate is a party in respect of any of the SNDL Transferred Store Leases or any renewal or extension or exercise of any option or right pursuant to any of the SNDL Transferred Store Leases. To Seller’s KnowledgeIn respect of those SNDL Transferred Store Leases where SNDL (or any applicable affiliate) is a sub-landlord, SNDL confirms that there are no tenant allowances due and payable as of the date hereof. (iii) Except as described in the SNDL Disclosure Letter, and except where SNDL or an affiliate sublease any SNDL Transferred Store Leased Property to another party, SNDL or its affiliates, as applicable, occupy the SNDL Leased Properties, and has the exclusive right to possess, use and occupy the SNDL Leased Properties during the term of the applicable SNDL Transferred Store Lease. All fixtures and improvements situated on the SNDL Leased Properties are, in all material respects, in good operating condition and in a state of good maintenance and repair, and are adequate and suitable in all material respects for the purposes for which they are currently being used. None of those fixtures or improvements, nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Law, or encroaches on any property owned by others. SNDL (or its applicable affiliate) has adequate rights of ingress and egress for the operation of its business in the Ordinary Course and, to the knowledge of SNDL, no facts or conditions which would result in the termination of the current access from the SNDL Leased Properties to any currently existing public roads adjoining or situated on the SNDL Leased Properties. Without limiting the generality of the foregoing: (a) the SNDL Leased Properties, the current uses of and the conduct of the business on those properties comply with all Laws including those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety; (b) all accounts for work and services performed and materials supplied, placed or furnished on or in respect of any SNDL Leased Property at the request of SNDL have been fully paid and satisfied, and no Person is entitled to claim a Lien or privilege under applicable Law against the SNDL Leased Properties, or any part thereof, other than current accounts in respect of which the payment due date has not yet passed; (c) there is nothing owing in respect of the SNDL Leased Properties by SNDL or its affiliates to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed; (d) no part of the SNDL Leased Properties has been taken or expropriated by any Governmental Entity nor has any notice or proceeding in respect thereof been given or commenced; (e) to the knowledge of SNDL, each of the SNDL Leased Properties (including all fixtures and improvements) are free of any material defects (patent or latent) and there are no material or structural repairs or replacements that are necessary or advisable and, without limiting the foregoing, there are no material repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air-conditioning, plumbing, drainage, sprinkler or elevating equipment or systems that are necessary or advisable, all buildingsof such equipment and systems are fully operational, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries none of the SNDL Leased Real Property and do not encroach upon Properties in relation to which the propertyinitial construction has been completed is currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated; and (f) any arrangements or agreements by which SNDL or its relevant affiliates, as applicable, subleases, licenses, or otherwise conflict with the property rights, grants access or occupancy of any portion of the SNDL Leased Properties to a third party who is not the landlord thereof together with all necessary approvals (if any) in respect thereof have been made available to the Company. (iv) Except as disclosed in the SNDL Disclosure Letter: (A) SNDL has a valid and subsisting leasehold interest in each of the SNDL Leased Properties, as applicable, subject to the terms and conditions of the applicable SNDL Transferred Store Lease; (B) each SNDL Transferred Store Lease is valid, legally binding, enforceable and in full force and effect (subject only to any limitation under bankruptcy, insolvency or other Person. Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction); (C) none of SNDL or its affiliates is in breach of, or default under, such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default by SNDL or its affiliates, or permit termination, modification or acceleration by any third party thereunder; and (D) to the knowledge of SNDL, no third party has repudiated or has the right to terminate or repudiate any such lease or sublease (except for termination rights that may be specifically set out in such leases and except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof. (v) To Seller’s Knowledgethe knowledge of SNDL, the SNDL Leased Real Property complies Properties are adequately serviced by utilities (or well water with all Lawsadequate septic systems, including zoning requirementsif any) having adequate capacities for the normal operations of the facilities of SNDL and its applicable affiliates. (vi) To the knowledge of SNDL, and Seller SNDL has not received any notifications written notice from any Governmental Body Entity of any scheduled and material road construction project within the immediate vicinity of any SNDL Transferred Store which would reasonably be expected to materially and adversely affect access or insurance company recommending improvements traffic flow to such SNDL Transferred Store as applicable, including, but not limited to, road construction projections on roadways adjacent to such SNDL Transferred Store, or any main highway, tollway or other roadway artery in the immediate vicinity of such SNDL Transferred Store. (vii) Except as disclosed in the SNDL Disclosure Letter, all SNDL Transferred Store Leases, notices of SNDL Transferred Store Lease, and caveats are registered against the title to the applicable SNDL Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (, as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerapplicable.

Real Property. (a) Schedule 3.7 contains a complete and accurate list of the following: (i) each lease, sublease, license and other written occupancy agreement pursuant to which Seller does not directly holds or indirectly ownhas been granted the right to use or occupy, now or in the future, the Leased Property or any portion thereof, including any and all modifications, amendments, renewals, extensions and supplements thereto and any assignments thereof (collectively, the “Leases”) and, except as set forth on Schedule 3.7, the legal description of the real property leased thereunder; (ii) all Contracts, rights of first refusal or options (and all amendments, extensions and modifications thereto) granted by or to Seller, or have contractual obligations (and all amendments, extensions and modifications thereto) on the part of Seller to purchase or acquire any interest in real property to be used primarily in the Business; and (iii) all Contracts, rights of first refusal or options (and all amendments, extensions and modifications thereto), or contractual obligations (and all amendments, extensions and modifications thereto) to acquire, sell or dispose of any interest in real propertyproperty used in the Business. (b) Schedule 5.15(b) lists The Owned Property and Leased Property collectively represent all of the real property primarily used or held for use by Seller in the Business and interests therein leasedis all of the real property necessary to operate the Business as currently conducted. Except as set forth on Schedule 3.7, subleased Seller has the exclusive right under the Leases to occupy and use all Leased Property and Seller is in quiet and undisturbed possession of the Leased Property. Except as set forth on Schedule 3.7, Seller (x) owns and holds fee simple title to the Owned Property and (y) has good and valid leasehold title in and to the Leased Property. Seller has received all material Permits of Governmental Authorities (including without limitation Permits and a certificate of occupancy or otherwise occupied or other similar certificate permitting the use and occupancy of the Facilities as currently used by Seller) required in connection with the operation thereof. The improvements constructed on the Facilities, including without limitation all buildings, structures and improvements, owned or leased by Seller at the Facilities are to the Knowledge of Seller (w) in good operating condition and repair, subject to ordinary wear and tear, (x) sufficient for the operation of the Business as currently conducted and (y) in compliance with all easements applicable Laws. To the Knowledge of Seller, there are no facts which would prevent the Facilities from being occupied and used after the Closing by Buyer in a manner comparable to that of Seller prior to Closing. (c) Except as set forth on Schedules 3.7 and 3.15, during the three (3) years prior to the date hereof, Seller has not received any written notice that it is, and Seller has no Knowledge that it is, in material violation of any planning, health, safety, fire, zoning, use, occupancy or building regulation, wetlands or Environmental Law or other rights appurtenant Law or requirement relating to such propertythe Facilities, including without limitation the “Leased Real Property”). For each item of Leased Real PropertyAmericans With Disabilities Act and Environmental Laws, Schedule 5.15(b) also lists the lessoror any order, the lesseeregulation, the lease termdeed restriction, the lease ratecovenant, site plan approval, subdivision regulations, urban redevelopment plan, covenant or requirement, and the use being made of the Facilities at present is in compliance in all material respects with the certificate of occupancy issued for the applicable Facility. (d) Except as set forth on Schedule 3.7, (i) each Lease is in full force and effect, and is valid and binding upon Seller and, to the Knowledge of Seller, to each other party thereto, (ii) Seller is in compliance in all material respects with the terms of each Lease and, to the Knowledge of Seller, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default or termination event by Seller or any other party thereto under a Lease, (iii) no consent or approval of any Person or entity is required for the valid conveyance of the Leased Property and assignment of each Lease to Buyer in accordance with the terms of this Agreement, except as identified on Schedule 7.5 as a “Required Consent”, (iv) Seller has not entered into a lease, sublease, license or other Contract occupancy agreement of any kind, whether oral or written, pursuant to which Seller has granted a third party a right to use or occupy any portion of the Facilities, (v) subject to receipt of the Required Consents applicable thereto, consummation of the transactions contemplated by this Agreement shall not cause a default under any Lease or other agreement affecting the Facilities, and (vi) no Lease is subject to or encumbered by any Encumbrance or other restriction which materially impairs the use of the property to which it relates in the Business of Seller as now conducted by Seller. (e) To the Knowledge of Seller, there is no Proceeding seeking to challenge, condition or restrict the ownership, lease, use, occupancy or operations by Seller at all or any portion of any Facility and Seller has received no written notice thereof. Seller has received no written notice that it lacks any Permit required for the ownership, lease, use, occupancy or operations of Seller at all or any portion of any Facility. (f) Except as set forth on Schedule 3.7, no Person other than Seller holds any right, title or interest in or to the Owned Property and no Person other than Seller holds a leasehold interest in the Leased Property and Seller has not granted any leases, subleases, licenses, concessions or other agreements granting to any Person any right to the possession, use, occupancy, or enjoyment of any Facility or any portion thereof. (g) To the Knowledge of Seller, there are no existing or threatened, (i) Proceedings to rezone any portion of the Facilities or (ii) condemnation or eminent domain Proceedings affecting the Facilities or any portion thereof. (h) The covenants, conditions, rights-of-way, easements and similar restrictions burdening all or any portion of the Facilities do not, in each case, impair in any material respect the use of any such Facilities in the operation of the Business as currently conducted by Seller, and to the Knowledge of Seller, no default or breach exists thereunder by Seller. Upon consummation of the transactions contemplated by this Agreement and conveyance of the Assets (exclusive of the IDS Site) to Buyer, Buyer shall be entitled to enjoy the benefit of all covenants, conditions, rights-of-way, easements, access agreements and similar agreements benefiting all or any portion of the Facilities which Seller enjoys as of the date hereof (collectively, the “Beneficial Easements”), or, if the rights, privileges and benefits granted to Seller pursuant to any such Beneficial Easement are not transferable by their terms to Buyer or if Seller elects in its reasonable discretion not to convey any such Beneficial Easement to Buyer at Closing, then in either such event, Seller shall obtain for Buyer at or prior to Closing, at Seller’s expense and subject to Buyer’s approval thereof, all such agreements, easements, written arrangements and other instruments as may be required by Buyer in order to receive all rights, privileges and benefits equivalent to those held by Seller pursuant to any such Beneficial Easement. (i) Seller has good and valid rights of ingress and egress to and from all of the Facilities from and to the public street systems for all usual street, road and utility purposes and other purposes necessary or incidental to the operation of the Business as currently operated by Seller or has access to such public street system via a permanent, irrevocable easement benefiting the relevant Facility. (j) All improvements, buildings and structures located on the Facilities are supplied with adequate utilities and other services necessary for the operation of the Business as currently conducted by Seller. The Facilities are served, as of the date hereof, with water and sanitary sewer service provided by the local municipality in such quality, quantity and manner as are sufficient for the use and operation of the Facilities as currently operated by Seller. At Closing, Seller shall convey, transfer and deliver to Buyer all existing agreements, written arrangements, easements and other instruments (or the equivalent thereto in form and substance acceptable to Buyer) providing for the delivery and provision of electric, gas, fuel, water and other utility services to the Facilities. (k) To the Knowledge of Seller, no Facility or any portion thereof is located within a flood plain as defined by the Federal Emergency Management Agency. Seller holds, pursuant to (1) paragraph 5.4 of the Lease dated October 12, 1979 (and identified in Schedule 1.1(a)(xiii); (2) paragraph 4.2 of the Lease dated July 1, 1994 (and identified in Schedule 1.1(a)(xiii); and (3) that certain License and Use Agreement dated July 1, 1994 between Tulsa Airports Improvement Trust and Seller (the documents identified in items (1), (2) and (3) of this Section 3.7(k) are collectively referred to as the “Tulsa Airport Use Agreements”), good and valid rights in common with the public, of ingress to and egress from, and the use of taxiways, ramps, runways and other ancillary rights at Tulsa International Airport, as are necessary for the operation of the Business at the Facilities, or any portion thereof. Seller is not in violation or breach of the Tulsa Airport Use Agreements and, to the Knowledge of Seller, no event or condition exists which, with the passage of time or the giving of notice or both, could result in an event of default under the Tulsa Airport Use Agreements. (l) Seller has delivered to Buyer true, correct and complete copies of (i) all Leases, including all modifications, amendments and supplements thereto and (ii) all Contracts and other instruments or documents pursuant to which Seller holds a possessory an interest in or to any portion of the Leased Real Property Facilities or has been granted a material right benefiting Seller in its use of the Facilities. (m) The BID is an industrial district formed pursuant to the provisions of Sections 19-3801, et. seq. of the Kansas Statutes Annotated and all amendments, renewals, or extensions thereto (each, a “Lease”)is validly existing and in good standing. The leasehold interest Non-Annexation Agreement (BID) is in full force and effect, and is valid and binding upon Seller, and to the Knowledge of Seller with respect Seller, upon the City of Wichita. There has been no material change to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrancesthe Non-Annexation Agreement (BID). Seller is not in compliance in all material respects with the terms of the Non-Annexation Agreement (BID) and, to the Knowledge of Seller, no event has occurred and no condition exists which, with the giving of notice or lapse of time or both, would constitute a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions default or other brokerage fees due from or payable a termination event by Seller with respect to any Lease have been paid in fullor the City of Wichita under the Non-Annexation Agreement (BID). (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. No Seller owns real property related to the Business. Schedule 4.8 sets forth the address of the Real Property Leases and a description of each such lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). Except as disclosed on Schedule 4.8, the property leased under the Real Property Leases are the only real property interests used by the Sellers in conducting the Business. Each respective Seller has a valid and binding leasehold interest in, free and clear of all encumbrances, and there exists no material default under the Real Property Leases. The Sellers have not received any notice of default under, the Real Property Leases. With respect to the Real Property Leases and except as disclosed on Schedule 4.8: (a) each Seller does not directly is in exclusive possession thereof and of all easements, licenses or indirectly own, or have any rights required by applicable law for use and occupancy as are necessary to acquire, any real property. conduct the Business thereon; (b) Schedule 5.15(bno portion thereof is subject to any pending condemnation proceeding or other proceeding by any public or quasi-public authority materially adverse to the Real Property Leases and, to each Seller’s knowledge, there is no threatened condemnation or other proceeding with respect thereto materially adverse to the Real Property Leases; (c) lists all none of the real property and interests therein leasedSellers are parties to any written or oral agreements or undertakings with owners or users of properties adjacent to any facility located on any parcel of the Real Property Leases relating to the use, subleased operation or maintenance of such facility or any adjacent Real Property Leases which would reasonably be expected to have a material adverse effect on the Real Property Leases; (d) none of the Sellers are a lessor or sublessor under or otherwise occupied or used by Seller (with all easements and other rights appurtenant a party to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the any lease, sublease, license, concession or other Contract agreement, whether written or oral, pursuant to which any Seller holds a possessory interest has granted to any person the right to use or occupy all or any portion of the Real Property Leases; and (e) each Seller enjoys peaceful and undisturbed possession of the Real Property Leases. No instrument of record, easement, license, use restriction, grant or applicable zoning, building or urban redevelopment law or other impediment of any kind prohibits or materially limits, impairs or interferes with, the operation of any Seller’s business in the Leased ordinary course consistent with past practice, or materially affects the value of, the Real Property and all amendments, renewals, Leases or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullpersonal property related thereto. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Section 4.13(a) of the Seller does Disclosure Schedule contains a complete and correct list of all Owned Real Property of the Sellers and International Subsidiaries setting forth the address or other information sufficient to identify specifically such Owned Real Property. Except as would not directly reasonably be expected to have a material adverse effect on the operation of the Business, Seller has not leased or indirectly owngranted to any Person the right to access, enter upon, use, occupy, lease, manage, operate, maintain, broker or purchase any portion of any Owned Real Property or the Sellers’ interest in any portion of the Leased Real Property, that is not otherwise a Permitted Encumbrance or that will not otherwise be terminated on or prior to the Closing Date. To the Sellers’ Knowledge, the Sellers have any rights heretofore made available to acquirethe Purchaser true, any real propertycorrect and complete copies of all contracts of sale, deeds and other agreements (including all modifications thereof and all amendments and supplements thereto) with respect to the Owned Real Property of the Sellers and International Subsidiaries. (b) Section 4.13(b) of the Seller Disclosure Schedule 5.15(b) lists sets forth a complete and correct list of all Leased Real Property of the Sellers and the International Subsidiaries specifying the address or other information sufficient to identify all such Leased Real Property and the expiration date of the related lease. The Sellers have delivered to the Purchaser true, correct and complete copies of each of the leases, and subleases which any of the Sellers or International Subsidiary is a party to or under which any of the Sellers or International Subsidiaries has an interest (including all of the real property and interests therein leasedAssumed Real Property Leases), subleased or otherwise occupied or used by Seller (in each case, together with all easements amendments, modifications, guarantees, supplements and other rights appurtenant renewals thereof. Each Assumed Real Property Lease grants Sellers the right to such property, use and occupy the “Leased Real Property”). For each item of applicable Assumed Leased Real Property, Schedule 5.15(b) also lists in accordance with the lessorterms thereof, subject only to Permitted Encumbrances. Each of the lesseeAssumed Real Property Leases and each of the other leases and subleases which any of the Sellers is a party to or has an interest under is valid, binding, in full force and effect, subject to proper execution and authorization of such lease by the lease term, other party thereto and the lease rateapplication of any bankruptcy or other creditor’s rights laws, and each of the foregoing leases is enforceable against the Sellers. Except as set forth on Section 4.13(b) of the Seller Disclosure Schedule, to Sellers’ Knowledge, Sellers have not leased or granted to any Person the right to access, enter upon, use, occupy, lease, subleasemanage, operate, maintain, broker or other Contract pursuant to which Seller holds a possessory purchase any portion of Sellers’ interest in the Leased Real Property and all amendmentsProperty, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller that is not otherwise a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions Permitted Encumbrance or other brokerage fees due from that will not otherwise be terminated on or payable by Seller with respect prior to any Lease have been paid in fullthe Closing Date. (c) The Leased None of Sellers have received any written notice of, or to the Knowledge of Sellers, oral notice of, condemnation or eminent domain proceedings pending or threatened that affect the Assumed Owned Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Assumed Leased Real Property; . None of the Sellers have received any written notice of, or, to the Knowledge of any Seller, any oral notice of, any zoning, ordinance, building, fire or (ii) with respect to each item of health code or other legal violation affecting any such Assumed Owned Real Property or Assumed Leased Real Property, as set forth except where any such violations would not have, individually or in the Lease relating to such item. To Seller’s Knowledgeaggregate, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within a material adverse effect on the boundaries operation of the Leased Real Property and do not encroach upon Business in the property, or otherwise conflict ordinary course of business consistent with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerpast practice.

Real Property. (a) Seller does not directly Schedule 5.11(a) of the Parent Disclosure Letter sets forth the address (or indirectly ownother identifying description) of each parcel of Parent Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Parent Leased Real Property. The Parent Leased Real Property constitutes all of the leased real property used or have held for use by Parent and its Subsidiaries that is material to the conduct of their business as currently conducted. A Parent Entity has a valid and binding leasehold interest in each parcel of Parent Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. No Parent Entity has subleased, licensed or otherwise granted to a third party any rights right to acquire, use or occupy all or any real propertyportion of the Parent Leased Real Property. (b) Schedule 5.15(b5.11(b) lists of the Parent Disclosure Letter sets forth the address and parcel number of each parcel of Parent Owned Real Property. A Parent Entity has good and marketable fee simple title in and to each parcel of Parent Owned Real Property, including all of the real property buildings and interests therein leasedimprovements thereon, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any all Encumbrances, except other than Permitted Encumbrances. Seller is not a sublessor ofThere are no outstanding options, nor has assigned rights of first offer or rights of first refusal to purchase any lease covering, such Parent Owned Real Property or any item of Leased Real Propertyportion thereof or interest therein. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Parent Owned Real Property constitutes all interests in of the owned real property used or held for use by Parent and its Subsidiaries that is material to the conduct of their business as currently occupied or used in connection with the Businessconducted. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all All buildings, plants, structures and other improvements owned or used by Seller lie wholly within located on the boundaries of the Leased Parent Owned Real Property are in good condition and do not encroach upon the propertyrepair in all material respects, reasonable wear and tear excepted. Other than pursuant to easements of record, no Parent Entity has leased or otherwise conflict with the property rightsgranted any right to use or occupy all or any portion of a Parent Owned Real Property to a third party. There is no condemnation or other proceeding in eminent domain, of any other Person. To Sellerpending or, to Parent’s Knowledge, threatened, affecting the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Parent Owned Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to portion thereof or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellertherein.

Real Property. (a) Seller does The Company Group Entities do not directly or indirectly own, or have own any rights to acquire, fee interest in any real property. (b) Schedule 5.15(b) lists all 2.11 of the Disclosure Letter will list all leases of real property (and interests therein leased, subleased or otherwise occupied or used by Seller the lands covered thereby) pursuant to which any Company Group Entity leases real property for use in connection with the Business (with all easements and other rights appurtenant to such leased real property, the “Leased Real Property” and, all such listed leases collectively, the “Scheduled Leases”). For , in each item case specifying the address of the Leased Real Property, Schedule 5.15(b) also lists the lessor, name of the lessor and lessee, the lease termand term of each lease. Each Scheduled Lease is in full force and effect and constitutes a binding obligation of each landlord, the lease ratelessor or sublessor thereunder, and the leaseenforceable against such landlord, subleaselessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that would constitute, or that with the giving of notice or the passage of time or both would constitute, a default under any Scheduled Lease by a Company Group entity or by any other Contract pursuant party to which Seller holds a possessory interest in any Scheduled Lease. The Company Group Entities validly occupy the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest in accordance with the terms of Seller with respect to each item of Leased Real Property is such lease free and clear of any Encumbrances, all Liens except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fullLiens. (c) The Leased Real Property constitutes all interests in of the real property currently occupied or that has been used in connection with the Businessownership and operation of the Business since December 31, 2017. The Other than the Company Group Entities, there are no parties in possession of any portion of any Leased Real Property is not subject as lessees, subtenants, tenants at sufferance or trespassers. The Company Group Entities have full right and authority to any rights use and operate all of waythe improvements located on the Leased Real Property. Such improvements are being used, occupied, and maintained in all material respects by the Company Group Entities in accordance with all applicable easements, Contracts, permits, insurance requirements, restrictions, building use restrictionssetback lines, title exceptionscovenants and reservations. Certificates of occupancy and all other material licenses, variancespermits, reservations authorizations and approvals required by any Governmental Authority having jurisdiction over the Leased Real Property have been issued for the applicable Company Group Entity’s occupancy of each of such improvements and all such certificates, licenses, permits, authorizations and approvals have been paid for and are in full force and effect. No casualty loss has occurred with respect to the improvements located on the Leased Real Property (the “Facilities”). There is no pending or, to the Knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation, eminent domain or limitations of similar proceeding or special assessment affecting any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; , nor is any such proceeding or assessment being contemplated. The Facilities are free from material structural and mechanical defects (iiincluding roofs) and have been used by the Company Group Entities in the Ordinary Course of Business and remain as of the date of this Agreement in suitable and adequate condition for such continued use. Neither ▇▇▇▇▇▇▇▇ nor any of his/its respective Affiliates have deferred maintenance of the Facilities in contemplation of the Contemplated Transactions. All of the Leased Real Property has direct access to public roads without the use of any easement, license or right of way. MIPA – AAG Hyundai 12 (d) ▇▇▇▇▇▇▇▇ shall furnish LMP with respect true and complete copies of (i) all deeds, leases, title opinions, title encumbrances, title insurance policies and surveys in the possession of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any of their respective Affiliates that relate to each item of the Leased Real Property, as set forth in together with true and complete copies of all title insurance policies and the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries most current survey of the Leased Real Property and do not encroach upon the propertyFacilities in the possession or control of ▇▇▇▇▇▇▇▇, the Company Group Entities, or otherwise conflict with the property rightsany of their respective Affiliates, and (ii) all reports of any engineers, environmental consultants or other Person. To Seller’s Knowledge, consultants in their possession relating to any of the Leased Real Property complies with all Lawsor the Facilities. (e) All utilities (including water, including zoning requirementssewer or septic, gas, electricity, trash removal and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements telephone service) are available to the Leased Real Property or any other actions relative in sufficient quantities and quality to adequately serve the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for connection with the purchase or sale operation of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not Business conducted therefrom as such operations are currently in possession of Sellerconducted thereon.

Real Property. (a) Schedule 4.8(a) to the Disclosure Letter contains a true, complete and correct list of all real property owned by a Seller does not directly and primarily used in the operation of the Business (the “Owned Real Property”), setting forth the address, parcel identification number and owner of each parcel of real property. Except as disclosed on Schedule 4.9(a) to the Disclosure Letter, there are no outstanding options, repurchase rights or indirectly ownrights of first refusal to purchase or lease any Owned Real Property, or have any rights portion thereof or interest therein to acquirewhich a Seller is a party. The applicable Seller has good and marketable fee title to the Owned Real Property, any real propertyfree and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 5.15(b4.8(b) lists to the Disclosure Letter sets forth all real property (including legal descriptions and street addresses) licensed, leased or subleased by a Seller and primarily used or held for use in the operation of the real property and interests therein leased, subleased or otherwise occupied or used by Seller Business (with all easements and other rights appurtenant to such propertycollectively, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the true and complete list of all Leases for each such Leased Real Property (including all amendments and all amendments, renewals, or extensions thereto (each, a “Lease”modifications thereto). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property (together with the Owned Real Property disclosed on Schedule 4.8(a) to the Disclosure Letter) constitutes all interests in of the real property currently occupied used or used held for use in connection with the Business. The Leased Real Property operation of the Business as presently conducted, except for any real property that is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current a license to use or occupancy lease pursuant to a Transaction Document. (d) Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Encumbrance to exist with respect to any of the Leased Real Property; Property or (ii) with respect to each item of Leased Owned Real Property, . (e) Except as set forth on Schedule 4.8(b) to the Disclosure Letter, no Seller has granted any oral or written right or interest in or to the Lease relating Leased Real Property or Owned Real Property to such item. To Seller’s Knowledgeany other Person to lease, all buildingssublease, plantslicense or otherwise use or occupy the Leased Real Property or the Owned Real Property and there are no third parties occupying, structures and other improvements owned in possession of or used by Seller lie wholly within otherwise using any portion of the boundaries Leased Real Property or Owned Real Property. (f) The physical condition of the Leased Real Property and do not encroach upon Owned Real Property is sufficient to permit the propertycontinued conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course. No Seller, and none of Sellers’ Affiliates, has received notice of, or otherwise conflict an order by, any Person, any insurance company that has issued a policy with respect to any of the property rights, of any other Person. To Seller’s Knowledge, the Owned Real Property or Leased Real Property complies or any board of fire underwriters or other body exercising similar functions that (A) relates to violations of building, safety, fire or other ordinances or regulations, (B) claims any defect or deficiency with all Lawsrespect to any of the Owned Real Property or Leased Real Property or (C) requests the performance of any repairs, including zoning requirementsalterations or other work to or in any of such Owned Real Property or Leased Real Property or in the streets bounding the same, and Seller has not received where any notifications from any Governmental Body such violation, claim or insurance company recommending improvements to request remains outstanding and, if unaddressed, would have a Material Adverse Effect on the use of the Leased Real Property or any other actions relative to the Owned Real Property. (g) To Sellers’ Knowledge, no portion of the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Property or Owned Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating is subject to any Leased Real Property in its possession. Seller is not a party to pending condemnation proceeding or bound proceeding by any Contract (including any option) for the purchase Governmental Authority or sale of any real estate interest other authority and, to Sellers’ Knowledge, there is no threatened condemnation or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerproceeding with respect thereto.

Real Property. (a) Neither Seller does not nor the Acquired Subsidiary, directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 5.15(b4.16(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller or the Acquired Subsidiary (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b4.16(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller or the Acquired Subsidiary holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller or the Acquired Subsidiary with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Neither Seller nor the Acquired Subsidiary is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller or the Acquired Subsidiary with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller or the Acquired Subsidiary lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and neither Seller nor the Acquired Subsidiary has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller or the Acquired Subsidiary acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Neither Seller nor the Acquired Subsidiary is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does SCHEDULE 3.5 contains an accurate description as of the date of this Agreement of all Real Property. Except as described on SCHEDULE 3.5, LIN-Texas has good and marketable fee simple title to all fee estates included in the Real Property and good title to LIN-Texas's interests in all other Real Property, in each case free and clear of all Liens, except for Permitted Liens. LIN-Texas has a valid leasehold interest in all leasehold Real Property listed as leased by LIN-Texas in SCHEDULE 3.5. SCHEDULE 3.5 lists all leases and subleases pursuant to which any of the leasehold Real Property included in the Assets is leased by LIN-Texas. Subject to obtaining the Consents, such leases are assignable to Holdings. LIN-Texas is in compliance in all material respects with all of the material provisions of such leases and subleases and is not directly in default thereunder in any material respect, and to the knowledge of LIN-Texas, no other party to any such lease or indirectly ownsublease is in default thereunder in any material respect. There are no existing options or contracts to sell or assign any of the LIN-Texas's interest in the owned Real Property or LIN-Texas's interest in the leased Real Property, and there are no rights of first refusal outstanding with respect to the owned Real Property or have any rights to acquire, any real propertyLIN-Texas's interest in the leased Real Property. (b) Schedule 5.15(b) lists all As of the real property and interests therein leasedAgreement Date, subleased to LIN-Texas's knowledge, there are (i) no actual, pending or otherwise occupied threatened impositions or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller assessments for public improvements with respect to any Lease have been owned Real Property or leased Real Property for which LIN-Texas would be liable or which would be a Lien on the owned Real Property or leased Real Property, other than Permitted Liens, (ii) no improvements constructed or planned that would be paid for by means of public assessments upon any owned Real Property or leased Real Property for which LIN-Texas would be liable or which would be a Lien on the owned Real Property or leased Real Property, and (iii) no completed, pending or, to LIN-Texas's knowledge, threatened or contemplated condemnation proceeding affecting any owned Real Property or leased Real Property or any part thereof or of any sale or any disposition of any owned Real Property or any leased Real Property or any portion thereof in fulllieu of condemnation. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s KnowledgeLIN-Texas's knowledge, all buildings, plants, structures towers and other improvements owned or by LIN-Texas included within the Assets are in working order for the purposes for which they are currently used by Seller lie wholly within the boundaries of the Leased LIN-Texas (ordinary wear and tear excepted). (d) Each owned Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased each leased Real Property complies is accessible by a public right of way or is otherwise reasonably accessible for purposes of conducting the use of such Real Property as presently conducted. The current use by LIN-Texas of the owned Real Property is in compliance with all Lawsapplicable zoning and land-use laws, including zoning requirementsthe applicable local comprehensive plan, and Seller has except for noncompliance that would not received any notifications from any Governmental Body or insurance company recommending improvements to have a material adverse effect on the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerStation's Business.

Real Property. (a) Set forth on Section 4.15(a)(i) of the Disclosure Schedule is a description of all of the real property which are owned in fee simple by the Business Subsidiaries (together with all of the Business Subsidiaries’ rights, title and interest to all water, mineral, oil, gas and similar rights, all development rights, all appurtenances, and all buildings, structures, facilities, fixtures, and other property attached to such real property and other improvements thereto, if any, and with the Asset Seller does not directly Real Property is hereinafter, collectively, the “Business Real Property”). Set forth on Section 4.15(a)(ii) of the Disclosure Schedule is a list of all leases, subleases, licenses and other occupancy agreements (including all modifications, extensions and amendments thereto) of real property where a Business Subsidiary is the lessor or indirectly ownsublessor or where a Business Subsidiary is the lessee, sublessee or occupant, together with any options to purchase the underlying property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits deposits and profits appurtenant to or relevant to such leases, subleases, licenses and other occupancy agreements, if any (leases, subleases, licenses and other occupancy agreements together with the Asset Sellers’ Real Property Leases are hereinafter collectively the “Business Real Property Leases”. Set forth on Sections 2.01(a)(ii)(A) and (B) of the Disclosure Schedule is a list of Asset Sellers’ Real Property Leases. Except as set forth on Section 4.15(a)(iii) of the Disclosure Schedule, the Business Real Property is the only real property owned by any Business Subsidiary or owned by any Asset Seller and used exclusively for the conduct of the Business. Except as set forth on Section 4.15(a)(iv) of the Disclosure Schedule, the real property demised by the Business Real Property Leases is the only real property leased by any Business Subsidiary, or have leased by any rights to acquire, any Asset Seller and used exclusively for the conduct of the Business. The Business Real Property and the real propertyproperty demised by the Business Real Property Leases constitute all of the real estate used by the Business Subsidiaries and the Asset Sellers exclusively for the conduct of the Business. (b) Except as set forth on Sections 2.01(a)(i), 2.01(a)(ii), 4.15(a)(ii) or 4.15(b)(i) of the Disclosure Schedule, the Business Subsidiaries or the Asset Sellers, as the case may be, have good and marketable fee simple title to and are in sole possession of the Business Real Property, and in each case such Business Real Property is, except as listed in Section 4.15(b)(i) of the Disclosure Schedule, free and clear of all Liens other than Permitted Liens . Except as set forth in Section 4.15(b)(ii) of the Disclosure Schedule, none of the Business Real Property is leased or licensed. To the Knowledge of Seller, none of the Business Real Property, or the real property demised by the Business Real Property Leases, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable Law in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance). (c) Subject to the terms of their respective Business Real Property Lease, the Business Subsidiaries or the Asset Sellers, as the case may be, have a valid and subsisting leasehold estate or occupancy agreement as disclosed in Section 4.15(a)(ii) of the Disclosure Schedule 5.15(b) lists all in, and the right to quiet enjoyment of, each of the real properties leased by it under such leases for the full term of the lease thereof. Each Business Real Property Lease is in full force and effect, is a legal, valid and binding agreement against the Asset Seller or Business Subsidiary a party thereto and, to the knowledge of Sellers, the other parties thereto, and the Business Subsidiaries, or the Asset Sellers, as the case may be, have a valid and enforceable right to use and occupy each parcel of the real property and interests therein leased, subleased or otherwise occupied or used demised by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Business Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”)Leases in connection with the operation of the Business. The leasehold interest of Seller with respect to each item of Leased the Business Subsidiaries, or the Asset Sellers, as the case may be, in the Business Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property Leases is not subject to any rights Liens, except Permitted Liens and except as noted in Section 4.15(b)(i) of waythe Disclosure Schedule. Neither the Business Subsidiaries nor any Asset Seller owes brokerage commissions or finder’s fees with respect to any such leased space, building use restrictions, title exceptions, variances, reservations except to the extent that the Business Subsidiaries or limitations the Asset Sellers may renew the term of any kind such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (d) The Business Subsidiaries, or naturethe Asset Sellers, as the case may be, have not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Business Real Property Lease, other than as set forth in Section 4.15(d) of the Disclosure Schedule. No portion of any real property demised to a Business Subsidiary or an Asset Seller by the Business Real Property Leases has been sublet, or is used or occupied by third parties, other than as set forth in Section 4.15(d) of the Disclosure Schedule. To the Knowledge of Sellers, there are no material defaults by any tenant or landlord under any Business Real Property Lease, and no event has occurred or failed to occur which, with the giving of notice the passage of time, or both, would constitute a material default under any Business Real Property Lease. To the Knowledge of Seller, and except as reflected in the documents listed in Section 4.15(a)(ii) of the Disclosure Schedule, no landlord or tenant under any Business Real Property Lease has exercised any option or right to (i) those that cancel or terminate such Business Real Property Lease or shorten or lengthen the term thereof, (ii) lease additional premises, (iii) reduce, relocate or expand the premises demised by such Business Real Property Lease or (iv) purchase any premises demised by such Business Real Property Lease. (e) Except as set forth on Section 4.15(e) of the Disclosure Schedule, to the Knowledge of the Sellers, the Asset Sellers and the Business Subsidiaries have made available through the “Intralinks” electronic data-room to Purchaser prior to the execution of this Agreement true and complete copies of all Business Real Property Leases (including any amendments, side letters, guarantees and renewal letters in the aggregate do not impair the current use or occupancy possession of the Leased Asset Sellers and the Business Subsidiaries). (f) To the Knowledge of Sellers, the Business Subsidiaries or the Asset Sellers, as the case may be, are not in default under, nor have the Business Subsidiaries or the Asset Sellers breached any of the terms of, any of the applicable Permitted Liens. (g) To the Knowledge of Sellers, there are no condemnation or appropriation proceedings pending or threatened against any parcel of the Business Real Property; Property or real property demised by the Business Real Property Leases. (h) Except as disclosed in Section 4.15(i) of the Disclosure Schedule, during the past 36 months Seller has not received (i) any written notice from any Governmental Authority having jurisdiction over all or any portion of the Business Real Property or real property demised by the Business Real Property Leases regarding any material adverse change in the specific application to such real property of any applicable Laws, which will, in the future, cause a change in the permitted use of all or any portion of such real property or the Business conducted thereon, or (ii) with any written notice from adjacent landowners regarding unrecorded easements and/or agreements or encroachments in respect to each item of Leased Real Property, as set forth in all or any portion of such real property that would materially adversely affect the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased applicable Business Real Property or any other actions relative to real property demised by the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Business Real Property Leases and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to the use thereof by the Business Subsidiaries or bound by any Contract (including any option) for the purchase Asset Sellers or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerBusiness conducted thereon.

Real Property. (a) Seller does Section 4.21(a) of the Sellers’ Disclosure Schedule sets forth a complete list of the addresses and legal descriptions of the land and premises: (i) of the Owned Real Property; and (ii) the Leased Real Property. Except for the Owned Real Property and the Leased Real Property contained in Section 4.21(a) of the Sellers’ Disclosure Schedule, the Asset Sellers and the Transferred Entities do not directly or indirectly own, or have any rights other place of business. None of the Asset Sellers nor the Transferred Entities has agreed to acquire, acquire any real propertyproperty or interest in real property other than the Owned Real Property or the Leased Real Property. (b) Schedule 5.15(bSection 4.21(a) lists all of the real property Sellers’ Disclosure Schedule sets forth a complete and interests therein leasedaccurate list of access agreements in favor of, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such propertyby, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, Asset Sellers and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller Transferred Entities with respect to any Lease have been paid in fullOwned or Leased Real Property relating to the Rochester Hub project, including the associated legal descriptions and addresses. (c) The Leased Asset Sellers and Transferred Entities have good, valid, and marketable fee title (or its equivalence in jurisdictions outside the United States, which in Canada, for avoidance of doubt, shall mean a beneficial title in fee simple) to all Owned Real Property constitutes Property, in each case free and clear of all interests in real property currently occupied or used in connection with Encumbrances of any nature whatsoever except for Permitted Encumbrances. None of the Business. The Leased Owned Real Property is not subject to any leases or tenancies or other rights of wayoccupancy. The Sellers have delivered to Buyer true, building use restrictionscorrect, and complete copies of all title exceptionsinsurance policies, variancesdeeds and surveys relating to the Owned Real Property. (d) The Asset Sellers and Transferred Entities have not granted to any Person any right of first refusal, reservations right of first opportunity, option or limitations of similar rights to purchase any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Owned Real Property; Property or any interest therein or any part thereof. The Asset Sellers and Transferred Entities have not leased any portion of the Owned Real Property to any Person. (iie) with respect The Asset Sellers and Transferred Entities have not granted to each item any Person any right of Leased Real Propertyfirst refusal, as set forth in the Lease relating right of first opportunity, option or similar rights to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of sub-lease the Leased Real Property or to otherwise acquire any of the Asset Sellers’ or the Transferred Entities’ rights in and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any interest therein or any part thereof. The Asset Sellers and Transferred Entities have not sublet any portion of the Leased Real Property to any Person. (f) The existing uses of all of the Owned Real Property and the Leased Real Property comply in all material respects with all applicable Laws. The Asset Sellers and Transferred Entities have not made application for a re-zoning of any of the Owned Real Property or the Leased Real Property, and to the Knowledge of the Sellers there is no proposed or pending change to any zoning Laws affecting any of the Owned Real Property or the Leased Real Property. (g) The Owned Real Property and the Leased Real Property are serviced by all private and public utility services that are necessary for the operations of the business on the Owned Real Property and Leased Real Property and, to the Knowledge of the Sellers, there are no facts, circumstances or conditions which are reasonably likely to result in the termination of such connections. (h) Each of the Asset Sellers and the Transferred Entities has adequate and unimpeded rights of ingress and egress from and to each Owned Real Property and Leased Real Property that are necessary for the operations of the business on each Owned Real Property and Leased Real Property and, to the Knowledge of the Sellers, there are no facts, circumstances or conditions which are reasonably likely to result in the termination of such rights of ingress and egress. (i) The Asset Sellers and the Transferred Entities have valid leasehold interest to all Leased Real Property, in each case free and clear of all Encumbrances of any nature whatsoever except for the Permitted Encumbrances. All Leases are in full force and effect and are enforceable by the Asset Sellers and Transferred Entities, and to the Knowledge of the Sellers, each other actions relative party thereto. No event of default currently exists and no event has occurred that after giving notice or the passage of any applicable cure period or both would constitute an event of default under any of the Leases. No Asset Seller or Transferred Entity has delivered or received notice from the other party to any such Lease of the termination or surrender thereof. The Asset Sellers and Transferred Entities have delivered to Buyer true and complete copies of all Leases referenced in Section 4.21(a) of the Sellers’ Disclosure Schedule, including all amendments notices or memoranda of lease thereto, and all estoppel certificates, or subordination, non-disturbance and attornment agreements, if any relating to the Leased Real Property. Seller has delivered There are no material agreements, understandings or undertakings pertaining to Buyer a copy of each deed the Leases and other instrument (as recorded) by which Seller acquired any the Asset Sellers’ and the Transferred Entities’ leasehold interests in the Leased Real Property and which have not been disclosed to Buyer or made available in the data room made available to Buyer prior to the date hereof. No Person that is not an Asset Seller or a copy of each title insurance policyTransferred Entity has any right to possess, opinion, abstract, survey and appraisal relating use or occupy the Leased Real Property. No Asset Seller or the Transferred Entities are party to any Lease except in respect of the Leased Real Property. (j) The Owned Real Property and the Leased Real Property are in good order and working condition (wear and tear excepted and have not been affected by any casualty that has not been repaired) and there are no impediments on the ability to use the Owned Real Property or the Leased Real Property for its possession. Seller intended purpose in the Ordinary Course of Business. (k) The Asset Sellers and the Transferred Entities have not received any written notice from any Governmental Entity asserting any material violation of applicable Laws with respect to the Owned Real Property or Leased Real Property, and there is no pending or, to the Knowledge of the Sellers, threatened eminent domain taking, expropriation, condemnation or rezoning affecting any portion of the Owned Real Property or Leased Real Property. (l) There are no Tax abatements or exemptions specifically affecting the Owned Real Property and the Asset Sellers and the Transferred Entities have not received any written notice of any proposed increased in the assessed valuation of the Owned Real Property or any proposed public improvement assessments, capital charges or levies affecting the Owned Real Property. (m) With respect to any ground lease or PILOT agreement affecting any portion of the Owned or Leased Real Property (the “Prime Real Property Agreements”), each Prime Real Property Agreement is a valid and binding obligation, and is in full force and effect, enforceable, against the Asset Sellers or such Transferred Entity party to such Prime Real Property Agreement (if applicable) and, to the Knowledge of the Sellers, each other party thereto in accordance with its terms. (n) No portion of any of the Owned Real Property or the Leased Real Property located in Canada has been designated a historic site by any Governmental Entity having or purporting to have jurisdiction and no building on any such Owned Real Property or Leased Real Property shall have been so designated by any such body as being of sufficient historical interest that a demolition permit is not a party to or bound by any Contract (including any option) available for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellersuch building.

Real Property. On the Closing Date, each Seller will have and will convey to Buyer good and marketable title to the leasehold estates, and valid and existing leasehold interests, in each case in all real property leased by such Seller listed on Schedule 1-A and to be transferred by it hereunder, free and clear of all Encumbrances, except for Permitted Encumbrances. Sellers do not own (a) Seller does not directly or indirectly own, or have any rights option or right to acquire, ) any real property. (b) Schedule 5.15(b) lists all estate that is used in the operations of the Station. Schedule 1-A sets forth a complete and correct list of all real property and interests therein leased, subleased or otherwise occupied or used estate (other than Excluded Assets) leased by Seller Sellers that is Used in the operations of the Station and/or is included in the Broadcasting Assets (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For Except as set forth on Schedule 4.4.1, Sellers have the exclusive right to use and occupy the Leased Real Property subject to the terms of each item of Real Property Lease. The applicable Seller represents that with respect to the Leased Real Property, during the period of time which Seller has occupied such property, no encumbrance or other title matter affecting such Leased Real Property has materially and adversely affected Seller’s use of such real property for the purpose of conducting Seller’s Business thereon. The applicable Seller enjoys, in all material respects, peaceful and undisturbed possession of the Leased Real Property subject to the terms of each Real Property Lease. Sellers have made available to the Buyer, true and complete copies of the leases and all amendments, modifications, extensions and waivers relating thereto, pertaining to each parcel of Leased Real Property except for (a) Real Property Leases not material to the operation of the Station entered into by Sellers in the ordinary course of business and terminable by a Seller on thirty (30) days’ notice and without material obligations or Liabilities, (b) Real Property Leases not material to the operation of the Station entered into by a Seller in the ordinary course of business providing for aggregate payments of less than $25,000 over the remaining term thereof and (c) Real Property Leases entered into in accordance with the terms and subject to the limitations of Section 6.1.9 hereof (all such leases on Schedule 5.15(b1-A and all leases described in Sections 4.4.1(a), (b) also lists and (c) above are hereinafter collectively referred to as, each, a “Real Property Lease”). The parties acknowledge that any Real Property Lease which involves or otherwise relates to the lessorbroadcast or transmission of the signal of the Station is material. Except as disclosed in Schedule 4.4.1, the lesseeapplicable Seller has full legal power and authority to assign its rights, title and interest in, to and under each Real Property Lease to Buyer in accordance with this Agreement on terms and conditions no less favorable to Buyer than those in effect on the date hereof, and such assignment will not affect the validity, enforceability and continuity of any such lease. Each Real Property Lease (a) constitutes a legal, valid and binding obligation of the applicable Seller and to such Seller’s knowledge, the lease termother parties thereto, including the lease ratelandlord thereunder, (b) is in full force and effect, and (c) neither the leaseapplicable Seller nor, subleaseto such Seller’s knowledge, any other party thereto, including the landlord thereunder, has violated any provision of, or committed or failed to perform any act which, with notice, lapse of time or both, would constitute a default under the provisions of such, Real Property Lease, except as would not individually or in the aggregate have, or could reasonably be expected to have, a Material Adverse Effect. Neither the whole nor any part of the Leased Real Property is subject to any pending or threatened suit for condemnation or other Contract pursuant taking by any public authority. Sellers have legal and practical access to which Seller holds a possessory interest all of the Leased Real Property. All towers, ground radials, and buildings included in the Broadcasting Assets are, to the knowledge of the Sellers, located entirely on the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that Broadcasting Assets Used in the aggregate do not impair the current use or occupancy of Business are located entirely on the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.

Real Property. (a) Seller does not directly Section 3.09(a) of the Coyote Disclosure Schedule sets forth a complete and accurate list of each parcel of Owned Real Property. Except as set forth on Section 3.09(a) of the Coyote Disclosure Schedule, a Coyote Entity has good and marketable indefeasible title in fee simple to each parcel of Owned Real Property, free and clear of any Liens other than Permitted Liens. No Coyote Entity has leased or indirectly ownotherwise granted the right to use or occupy any of the Owned Real Property to any Person, except as shown in Section 3.09(a) of the Coyote Disclosure Schedule. Coyote has delivered to Roadrunner copies of the deeds and other instruments by which the applicable Coyote Entity acquired such parcel of Owned Real Property and copies of all title insurance policies, opinions, abstracts and surveys, in each case, to the extent in the possession of the applicable Coyote Entity, with respect to such parcel. There are no unrecorded outstanding options, rights of first offer or have rights of first refusal to purchase such Owned Real Property or any rights to acquire, any real propertyportion thereof or interest therein. (b) Schedule 5.15(bSection 3.09(b) lists all of the real property Coyote Disclosure Schedule sets forth a complete and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “accurate list of each parcel of Leased Real Property”). For The applicable Coyote Entity has a valid leasehold interest in each item parcel of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Liens other than Permitted EncumbrancesLiens. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller The Coyote Entities enjoy peaceful and undisturbed possession under all real property leases to which they are parties and there are no disputes with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to the Leased Real Property. Seller No Coyote Entity has delivered assigned, sublet, or otherwise granted any Person the right to Buyer a copy use or occupy any of each deed and other instrument (the Leased Real Property, except as recordedshown in Section 3.09(b) by which Seller acquired any of the Coyote Disclosure Schedule. Each lease for the Leased Real Property is valid and a copy binding on the applicable Coyote Entity and in full force and effect and enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of each title insurance policy, opinion, abstract, survey and appraisal general applicability relating to or affecting creditors’ rights and to general principles of equity. There are no existing breaches or defaults by any Coyote Entity or offsets which any of the applicable landlords has against the enforcement by any Coyote Entity of its rights under any of the leases of the Leased Real Property, and no Coyote Entity nor, to Coyote’s Knowledge, such landlord is in breach or default under the applicable lease of such Leased Real Property, nor, to Coyote’s Knowledge, have any events occurred or circumstances exist which, with the giving of notice or passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease. True and complete copies of the leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property in its possessionhave previously been delivered to Roadrunner. Seller As of the date hereof, no Coyote Entity is not a party to any pending Proceeding, nor, to Coyote’s Knowledge, is any Proceeding threatened, which would interfere with the quiet enjoyment of any Coyote Entity under the leases of the Leased Real Property. Except for leasehold mortgages of record, no Coyote Entity has assigned, mortgaged, pledged, otherwise encumbered, or bound by transferred its interest, if any, under any Contract of the leases of the Leased Real Property. (including any optionc) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the purchase operation of the business of the applicable Coyote Entities in all material respects. To Coyote’s Knowledge, there are no structural deficiencies or sale latent defects affecting any of the Improvements and there are no facts or conditions affecting any real estate interest of the Improvements that would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any Contract for portion thereof in the lease to or from Seller operation of any real estate interest not currently in possession the business of Sellerthe applicable Coyote Entities.

Real Property. (a) Seller does not directly Schedule 5.3(a) hereto sets forth a true and complete list of the Owned Real Property. At the Closing, and subject to the entry of Sellers' Approval Orders by the Mariner Bankruptcy Courts, Sellers shall have the power and the right to sell, convey, transfer, assign, and deliver to Purchaser the Owned Real Property free and clear of all Liens other than Liens set forth on Schedule 5.3(a), and shall convey to Purchaser insurable title to the Owned Real Property. There is no condemnation or indirectly own, or have casualty with respect to any rights to acquire, any real propertysuch Owned Real Property. (b) Schedule 5.15(b) lists all No Seller has received written notice of any pending or threatened proceedings which, if adversely decided, could have a Material Adverse Effect with respect to the current zoning or use of the real property and interests therein leased, subleased or otherwise occupied or used Owned Real Property by Seller (with all easements and other rights appurtenant to such property, Purchaser in the “Leased Acquired Business after the Closing. The Owned Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rateProperty is presently zoned for its current uses, and the lease, sublease, or other Contract pursuant to which Seller holds a possessory interest improvements thereon comply with the particular zoning classification and zoning requirements. There are no offsite parking facilities used in connection with the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest operation of Seller with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased the Owned Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with Seller identified on Schedule 5.3(a) is the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy sole occupant of the Leased Owned Real Property; . No Person has any right or (ii) with respect option to each item of Leased Real Property, as set forth in acquire the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Owned Real Property or any portion thereof or lease or occupy any space in the Owned Real Property, except as specified in Schedule 5.3(c) hereto. (d) There are no real property interests (whether fee or leasehold interests), buildings, structures or other actions relative improvements that are used by Sellers to conduct the Acquired Business that are not included in the Owned Real Property or Real Property Leases, other than leases that have been rejected prior to the Leased Real Propertydate hereof or leases that are not Designated Contracts. Seller has delivered to Buyer a copy There is no location at which any of each deed and other instrument (as recorded) by which Seller acquired any Leased the Acquired Business is operating except for the Owned Real Property and locations for which Sellers have in effect a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerLease.

Real Property. (a) Seller does not directly or indirectly own, or have own and has never owned any rights to acquire, interest in any real propertyproperty in connection with the conduct of the Business. (b) Schedule 5.15(bSection 3.16(b) lists all of the Disclosure Schedule contains a complete and accurate list of: (i) all real property and interests therein leased, subleased subleased, licensed or otherwise used, operated or occupied or used by Seller (with all easements whether as tenant, subtenant or pursuant to other occupancy arrangements) and other rights appurtenant to such propertyused in or necessary for the conduct of the Business (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”). For , including the street address of each item of Leased Real Property, Schedule 5.15(b; and (ii) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other each Contract pursuant to which Seller holds a possessory interest in the any Leased Real Property and all amendmentsas landlord, renewalssublandlord, tenant, subtenant, occupant or extensions thereto otherwise (each, a “Real Property Lease”). The , including all currently effective amendments and modifications thereto. (c) Seller holds a valid leasehold or subleasehold interest of Seller with respect in (or a valid right to use and occupy), and enjoys peaceful and undisturbed possession of, each item of Leased Real Property is Property, in each case free and clear of any Encumbrancesall Liens other than Permitted Liens. (d) Except as set forth on Schedule 3.15(d), except Permitted Encumbrancesall rent (including base rent and additional rent) payable under each Real Property Lease has been paid to date. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions No security deposit or other brokerage fees due from or payable by Seller portion thereof deposited with respect to any Real Property Lease have has been paid applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full. (ce) The Seller has not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Real Property Lease or Leased Real Property constitutes all interests in real property currently occupied or used in connection with the Business. The any interest therein. (f) Each Leased Real Property is not subject to any rights of wayadequately served by proper utilities and other building services necessary for its current use, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the current use or occupancy and all of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, buildings and structures and other improvements owned or used by Seller lie wholly within the boundaries of located at the Leased Real Property are structurally sound with no material defects and do not encroach upon are in good operating condition. (g) No condemnation, eminent domain or taking proceeding is pending or, to the propertyKnowledge of Seller, or otherwise conflict with the property rights, of threatened that affects any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to Property. None of the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer portion thereof is located in a copy of each deed and other instrument flood hazard area (as recorded) defined by which Seller acquired any Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of SellerFederal Emergency Management Agency).

Real Property. (a) Seller does not directly or indirectly own, or have any rights to acquire, own any real property. (b) Schedule 5.15(b) lists all of . The Seller Parties, ▇. ▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇, own the real property in which Seller conducts the Business and interests therein leased, subleased lease the same to Seller. The Seller Parties have delivered to Buyer a correct and complete copy of each lease (or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, a summary of the “Leased Real Property”). For each item material terms of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, subleaseif oral), including amendments, waivers, or other Contract pursuant changes thereto, relating to which Seller holds a possessory interest in the Leased Real Property and all amendments, renewals, or extensions thereto (each, a “Lease,” and collectively, the “Leases”). The leasehold interest Leased Real Property and the Leases comprise all leased real property interests and Contracts related thereto used in the conduct of Seller with the Business and are sufficient to permit Buyer to continue to operate the Business as currently conducted. With respect to each item Lease: (i) all leased buildings and improvements and all leased fixtures are held under such Lease, (ii) such Lease is in full force and effect and a valid instrument enforceable against Seller, and the other party thereto, in each case in accordance with its terms, (iii) all rents, required deposits, additional rent and payments due as of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect the Closing Date pursuant to any such Lease have been paid in full. , (civ) The there is no existing default by Seller or by the lessor under such Lease, (v) Seller has not received any notice that it is in default under such Lease, (vi) except as set forth on Schedule 5.24(vi), no party other than Seller and the identified lessor have any interest in the Leased Real Property constitutes all interests in real property currently occupied or used Property, and (vii) no Consent is required to be obtained by Seller pursuant to any Lease in connection with the Businessconsummation of the Transactions. (b) Except for the Leases, Seller has not entered into any leases or subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy with respect to the Leased Real Property. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in the aggregate do not impair the validly zoned for its current use or and occupancy of by Seller under the Leased Real Property; or (ii) with respect to each item of Leased Real Propertyapplicable zoning codes and urban renewal plans, as set forth in the Lease relating to such item. To and Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries current use of the Leased Real Property is in compliance therewith. Except as set forth on Schedule 5.24(b), all of the buildings, material fixtures and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, improvements and building systems situated within the Leased Real Property complies with all Lawsare in good operating condition, including zoning requirementsreasonable wear and tear excepted, and have been maintained in the ordinary course of business. Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Real Property or any other actions relative to adequate rights of ingress into and egress out of the Leased Real Property. Seller has delivered not received any written notice of any existing, pending or threatened (i) condemnation proceedings, planned public improvements, annexations, special assessments, or subdivision changes, or other adverse claims affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters, which would reasonably be expected to Buyer a copy of each deed and other instrument (as recorded) by which Seller acquired any adversely affect the ability to operate the Leased Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to any Leased Real Property in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not as currently in possession of Selleroperated.

Real Property. (a) Seller does not directly or indirectly ownowns no real property. Set forth in Section 3.6(a) of the Disclosure Statement is a description of each lease of real property under which Seller is a lessee, sublessee, or have any rights to acquire, any real property. sublessor (b) Schedule 5.15(b) lists all of the real property and interests therein leased, subleased or otherwise occupied or used by Seller (with all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item True and complete copies of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, and the lease, sublease, or other Contract pursuant all leases to which Seller holds is a possessory interest in party respecting any real property and all other instruments granting such leasehold interests, rights, options or other interests (the “Real Property Leases”), have been delivered to Buyer; provided, however, that Real Property Leases shall be deemed to include any leases executed after the Effective Time, the principal terms of which were negotiated and agreed to by Seller before the Effective Time, and Leased Real Property shall be deemed to include any real property subject to such Real Property Leases. Set forth in Section 3.6(a) of the Disclosure Statement is a list of all locations where Seller is negotiating the terms of a real property lease as of the date of this Agreement or is expecting to enter into negotiations for a real property lease before the Closing Date, including for each location its street address or name of shopping center and the projected opening date of the related store. Seller is the sole owner of all amendmentsleasehold interests, renewalsas lessee, sublessee, or extensions thereto sublessor, in all Leased Real Property for the lease terms set forth in and pursuant to the provisions of the Real Property Leases. (eachb) With respect to the Real Property Leases generally and any Real Property Lease in particular, a “no breach or event of default has been committed by Seller or, to Seller’s Knowledge, by any other party to any of the Real Property Leases, and no event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default by Seller or, to Seller’s Knowledge, by any other party, has occurred and not been remedied. Seller has operated each Acquired Store in compliance with the terms of the related Real Property Lease”), including the permitted use and restricted use provisions. Except as set forth in Section 3.6(b) of the Disclosure Statement, all the Real Property Leases are in full force and effect and are valid in accordance with their terms. All rental and other payments due under each of the Real Property Leases have been duly paid in accordance with the terms of such Real Property Lease or fully accrued on the Financial Statements. The leasehold interest of Seller with respect to each item of Leased in the Real Property is free Leases has not been pledged by Seller and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect subject to any Lease have been paid in fullLien except the Permitted Liens. (c) The Except as stated in any Real Property Leases, Seller is not a party to, nor is it obligated under any option, right of first refusal or other contractual right to sell or dispose of its interest in any of the Real Property Leases to any Person other than Buyer. (d) Seller has not received any notice of any pending claim of uncured default by any landlord or other third party under any Real Property Lease or regarding any Leased Real Property. Seller has the right to use such Leased Real Property constitutes for the operations presently conducted. Seller is the tenant under all interests Real Property Leases except as set forth in real property currently occupied Section 3.6(d) of the Disclosure Statement. (e) There is no contract or used in connection with agreement to which Seller is a party, other than the Business. The Real Property Leases, affecting any of the Leased Real Property for which Buyer will be liable after Closing, or which is not subject to terminable on thirty (30) days notice without premium or penalty. (f) Seller has not received any rights written notice of way, building use restrictions, title exceptions, variances, reservations or limitations has no actual Knowledge of any kind or nature, except (i) those that any pending, threatened or contemplated condemnation proceeding affecting any of the Leased Real Property or any part thereof, or of any sale or other disposition of any of the Leased Real Property or any part thereof in lieu of condemnation, or (ii) any special assessment proceedings, litigation or other dispute affecting any portion of the aggregate do not impair Leased Real Property or the current use Real Property Leases, or occupancy (iii) any pending or threatened enforcement proceeding by any Governmental Authority relating to an alleged zoning or building code violation affecting any portion of the Leased Real Property; , or (iiiv) with respect any appeal of a real property tax assessment where the lessee under any Real Property Leases would be liable for the payment of certain real estate taxes. (g) Except as stated in the Real Property Leases, consents by the lessors under the Real Property Leases are required for the assignment of the Real Property Leases to each item Buyer. (h) Except as disclosed in Section 3.6(h) of the Disclosure Statement, all tenant improvements required to be performed to any Leased Real Property, Property by the lessor or the lessee pursuant to the Real Property Leases have been completed and paid or accrued for. (i) to Seller’s Knowledge and except as set forth in 3.6(i) of the Lease relating to such item. To Seller’s KnowledgeDisclosure Statement, all buildingsthere are no agreements in effect with, plants, structures and or any use exclusives or restrictions in favor of any Person (other improvements owned than the landlord on the terms stated in the Real Property Leases) which would prevent or used by Seller lie wholly within restrict the boundaries use of any of the Leased Real Property for the sale of multi-price merchandise including, without limitation, beverages and do not encroach upon the propertyfresh, frozen, refrigerated or pre-packaged food, health and beauty products, arts and crafts, artificial floral and plant products, greeting cards, toys, party products, or otherwise conflict seasonal decorations or products. Seller has the right to use the Leased Real Property for the operations presently conducted. (j) No labor has been performed or material furnished for any of the Leased Real Property for or on behalf of Seller for which Seller has not heretofore fully paid or accrued, or for which any Lien could be lawfully claimed by any Person. (k) Seller possesses and will possess at Closing all Permits that are necessary in connection with the property rightsleasing, occupancy, maintenance or operations of any other Person. To of the Leased Real Property, and Seller has neither received notice nor has actual Knowledge that Seller is in violation of any Permits. (l) to Seller’s Knowledge, except as disclosed in Section 3.6(l) of the Disclosure Statement, all Leased Real Property complies is supplied with all Laws, including zoning requirementsseparately metered utilities and other services necessary for the operation of such Leased Real Property, and Seller has not received written notice or otherwise does not have actual Knowledge that (a) any notifications from of the Leased Real Property does not either abut on or have direct vehicle access to a public road, or (b) the improvements constituting any Governmental Body or insurance company recommending improvements to of the Leased Real Property are not located within the boundary lines of any of the Leased Real Property or any other actions relative to the Leased Real Property. Seller has delivered to Buyer a copy are in violation of each deed applicable setback requirements, zoning laws and ordinances. (m) To Seller’s Knowledge all buildings, plants, leasehold improvements, structures, facilities, equipment and other instrument items of tangible property and assets which are owned, leased or used by Seller are structurally sound, are in good operating condition and repair (as recorded) by which Seller acquired any Leased Real Property subject to normal wear and a copy tear given the use and age of each title insurance policysuch assets), opinion, abstract, survey and appraisal relating to any Leased Real Property are usable in its possession. Seller is not a party to or bound by any Contract (including any option) for the purchase or sale ordinary course of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Sellerbusiness.

Real Property. (a) The Seller does not directly own fee simple title to any Real Property. Except for the Site Leases, the only Real Property leased, subleased, licensed, operated or indirectly ownoccupied by the Seller are those four (4) office premises (“Leased Office Properties”) leased pursuant to the Key Properties Office Leases and those certain shop locations (“Shop Properties”) leased pursuant to shop leases (“Shop Leases”), each of which, with the location of the premises, is listed on Part 3.9(a) of the Disclosure Schedule. There is no default by Seller, or to the Seller’s Knowledge, by the lessor, under any of such leases; and no condition exists which, upon the passage of time or the giving of notice or both, would cause a default. None of the Leased Office Properties or Shop Properties is occupied by a third party, and no third party has a right to occupy such property. The Seller has provided to the Buyer complete and correct copies of all the Key Properties Office Leases and Shop Leases, including all amendments thereto; no term or condition of any of such leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to the Seller’s use or occupancy of any of the Leased Office Properties or the Shop Properties. Neither Seller nor Key Properties has transferred, mortgaged or assigned any interest in any of the Key Properties Office Leases or the Shop Leases, except those mortgages as disclosed on 3.9(a) of the Disclosure Schedules. Immediately prior to Closing, the Key Properties Office Leases shall have any rights been terminated so that the Leased Office Properties may be leased to acquire, any real propertyBuyer pursuant to the New Office Leases. (b) Neither the Seller or the Shareholders nor any of their Related Parties owns any Real Property (or any interest therein) as of the date hereof used in the operation of the Business, except for the Key Properties RE Interests and the Leased Office Properties, all owned and leased by Key Properties. Part 3.9(b) of the Disclosure Schedule 5.15(b) lists contains a true and complete list of all of the real property and interests therein leased, subleased or otherwise occupied or Key Properties RE Interests that are used by the Seller. Seller (with has delivered or made available to Buyer true and complete copies of the Key Properties RE Interests and all easements and other rights appurtenant to such property, the “Leased Real Property”). For each item of Leased Real Property, Schedule 5.15(b) also lists the lessor, the lessee, the lease term, the lease rate, amendments thereto and the leaseassociated Key Properties Site Leases for such real estate. Key Properties has all right, sublease, or other Contract pursuant to which Seller holds a possessory title and interest in the Key Properties RE Interests and the Leased Real Property Office Properties necessary for the grant and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest performance by Key Properties of Seller the Key Properties Site Leases and the New Office Leases in accordance with respect to each item of Leased Real Property is free and clear of any Encumbrances, except Permitted Encumbrances. Seller is not a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other brokerage fees due from or payable by Seller with respect to any Lease have been paid in fulltheir terms. (c) The Leased Real Property constitutes all interests in real property currently occupied or used in connection with Except as noted on Part 3.9(c) of the Business. The Leased Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except Disclosure Schedule: (i) those that in the aggregate do not impair the current use or occupancy none of the Leased Real Property; or (ii) with respect to each item of Leased Real Property, as set forth in the Lease relating to such item. To Seller’s Knowledge, all buildings, plants, structures and other improvements owned or used by Seller lie wholly within the boundaries Structures nor any of the Leased Real Property and do not encroach upon the property, or otherwise conflict with the property rights, of any other Person. To Seller’s Knowledge, the Leased Real Property complies with all Laws, including zoning requirements, and Seller has not received any notifications from any Governmental Body or insurance company recommending improvements to the Leased Key Properties Real Property or any other actions relative Real Property that is the subject of the Site Leases are, or, to the Leased Real Property. Knowledge of Seller, will be, subject to zoning, use, or building code restrictions that will prohibit the continued effective ownership, leasing or other use of such Assets as currently owned and used by Seller, and (ii) Seller has delivered to Buyer a copy no Knowledge of each deed and any pending or Threatened claims, Proceedings, planned public improvements, annexations, condemnations, special assessments, rezonings or other instrument (as recorded) by which Seller acquired any Leased adverse claims affecting the Structures, the Key Properties Real Property and a copy of each title insurance policy, opinion, abstract, survey and appraisal relating to or any Leased other Real Property in its possession. Seller that is not a party to or bound by any Contract (including any option) for the purchase or sale subject of any real estate interest or any Contract for the lease to or from Seller of any real estate interest not currently in possession of Seller.Site Leases..