Common use of Real Property Clause in Contracts

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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.

Real Property. (a) The Company does not own Neither of the Acquired Entities owns any real property. (b. Section 2.13(a) of the Seller Disclosure Schedule 2.15(b) sets forth a true, correct and complete list of all leases, subleases, grants or licenses with respect to real property (each, a “Real Property Lease”) pursuant to which any Acquired Entity is a party, together with corresponding street address of all such leased by the Companyreal property (collectively, whether as lessee or lessor (the “Leased Real Property”), . A true and complete copy of each Contract relating to the use and/or occupancy of such Leased written Real Property, Property Lease (including all leasesmodifications, subleasesamendments, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”renewals and extensions thereto), and a written summary of the material terms of 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the oral Real Property Lease, in each case, as in effect on the rent date hereof, has been made available prior to the date hereof to Buyer and there have been no amendments, modifications or extensions of such Real Property Leases other than those set forth on Section 2.13(a) of the Seller Disclosure Schedule. The Leased Real Property constitutes all real property used or held for use by the Acquired Entities in the operation of the Acton Business as currently being paid pursuant operated. The Acquired Entities have a valid leasehold interest in each parcel of Leased Real Property. (b) With respect to each Real Property Lease, and the expiration except as set forth on Section 2.13(b) of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens.Seller Disclosure Schedule: (ci) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each each Real Property Lease is in full force legal, valid and effect; all rents binding on, and additional rents due enforceable against, the Acquired Entity party thereto and, to date on Seller’s Knowledge, each Real Property Lease have been paid and neither the Company nor any other party to thereto, enforceable in accordance with its terms; (ii) no Acquired Entity has given or received any such Real Property Lease has received written 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 under any Real Property Lease. There exists , and no event that, with notice or lapse of time, or both, would constitute a material breach or default by any Acquired Entity or, to the Company or any Knowledge of the Seller, the other party or parties thereto, is continuing 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.; (diii) The Leased the Acquired Entity party to each Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use Lease has not had its possession and operation quiet enjoyment of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 party is required under any Real Property Lease as the result of the Transactions contemplated hereby or leased pursuant 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 materially disturbed and, to the Knowledge of the CompanySeller, there are presently no material disputes with respect to any of the Real Property Leases; (iv) each Acquired Entity, and, to the Seller’s Knowledge, each of the other parties thereto, has performed in effect all Permits material respects all material obligations required to be performed by Law. The Company 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 received 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, nor has such Acquired Entity collaterally assigned or granted any other security interest in any of the 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 Leased Real Property which is subject to a Real Property Lease. (c) To Seller’s Knowledge, (i) there are no material physical, structural or mechanical defects in any of the buildings, building systems or improvements on any of the Leased Real Property which materially impair the use of 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 received written notice that there does not exist at least the minimum access required by applicable subdivision of any pending or similar Law threatened in writing condemnation or eminent domain proceedings or their local equivalent affecting or relating to the such Leased Real Property.

Real Property. (a) The Company does not own Neither Emmis, with respect to the Mediaco Business, nor Mediaco, owns any real property or interest in real property. (b) . Schedule 2.15(bSection 5.10(a) sets forth a true, correct an accurate and complete list of all (A) the address (or other identifying description) and (B) the identity of the lessor and lessee of each parcel of real property leased by Mediaco following the Company, whether as lessee or lessor Distribution (the “Mediaco Leased Real Property”). True, each Contract relating 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 and/or occupancy 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 parcel of Mediaco 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, any material Encumbrances other than Permitted Liens. (c) The Company has delivered or made available Encumbrances. Except for the Real Estate Leases, neither Emmis, with respect to Buyer truethe Mediaco Business, complete and correct copies of all Real Property Leases. Each Real Property Lease nor Mediaco, 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 a party to any such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereoffor real property. 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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(eSection 5.10(a), neither Emmis, with respect to the Mediaco Business, nor Mediaco has subleased, licensed or otherwise granted to a third party any material right to possess, use or occupy all or any portion of the Mediaco Leased Real Property. Mediaco is not in default under, or in breach of, any of the Real Estate Leases or Permitted Encumbrances, and to Emmis’ Knowledge, no consent other party to any of the Real Estate Leases or Permitted Encumbrances is in default under, or in breach of, any landlord 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 is required under to any Real Property Estate Lease as the result of the Transactions contemplated hereby has exercised any option or right to keep (i) terminate such Real Property Estate Lease, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Real Estate Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby. or (fiv) All improvements necessary for the Business and constituting part of the purchase any real property pursuant to any Real Estate Lease. The Mediaco Leased Real Property have been completed constitutes all of the real property that is necessary to conduct and operate the Company has not received any written notice that Mediaco Business as currently conducted and operated and there are no other Leases needed for the Mediaco Business as currently conducted and operated. The Mediaco Leased Real Property is not in compliance in all material respects with all applicable Law andLaws and to Emmis’ Knowledge there are no pending or contemplated, zoning changes, variances, or special zoning exceptions, conditions or agreements affecting or which would reasonably be expected to the Knowledge affect any portion 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 Mediaco Leased Real Property.

Real Property. (a) The Company does not own None of the Target Entities owns any real property. (b. Schedule 5.5(a) Schedule 2.15(b) sets forth of the Disclosure Schedules contains a true, correct and complete list by address of all real property leased leased, licensed, operated or used by the Company, whether as lessee or lessor Target Entities (the “Leased Real Property”), and identifies, if applicable, each Contract relating to the use and/or occupancy of such Leased lease or any other Contractual Obligation under which any Real PropertyProperty is leased or licensed, including all leases, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including without limitation all amendments thereto (the “Real Property Leases”)together with all amendments, and any lease guaranteessupplements, tenant estoppelswaivers, subordinationssubordination, non-disturbance and attornment agreements, including all amendments and side letters thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each a “Real Property Lease; (ii) the landlord under the Real Property LeaseLease “), the rent currently being paid pursuant lessor or licensor thereunder, the Joint Venture to each Real Property Lease, and the expiration of the term of which such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in relates and the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free monthly and clear of all Liens, other than Permitted Liens. (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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractannual rent thereunder. To the actual Knowledge of the Company, there are (i) no material Actions pending nor threatened against physical or affecting the mechanical defects exist in any building or improvements (each a “Facility”) located on any Leased Real Property or any portion thereof or interest therein 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 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 party is required under any Real Property Lease as the result actual Knowledge of the Transactions contemplated hereby Company, all agreements or contracts made by any Target Entity for any improvements 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 a Facility or the Leased Real Property have been completed fully paid and the Company has not received there are no mechanic’s or materialman’s liens arising from any written notice that the labor or material furnished to such Facility or Real Property. (b) With respect to each parcel of Leased Real Property: (i) The Target Entities have a valid leasehold estate under each Real Property is not in compliance Lease, free and clear of any liens or encumbrances other than Permitted Encumbrances. All Real Property Leases were negotiated at arms-length with applicable Law andthe lessor or licensor of such Leased Real Property. Except for any Permitted Encumbrances and except as set forth on Schedule 5.5(a) of the Disclosure Schedules, to the Knowledge of the Company, there are presently no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Leased Real Property or any portion thereof and there is no Person in effect all Permits required by Lawpossession of the Leased Real Property or any portion thereof other than the applicable Target Entity. The Company has not received No Executing Stockholder or Affiliate of an Executing Stockholder holds any written notice that there does not exist at least the minimum access required by applicable subdivision ownership interest in any lessor or similar Law to licensor of any of the Leased Real Property. (ii) The Company has delivered to Parent true, accurate and complete copies of each Real Property Lease, in each case, as amended or otherwise modified. (iii) There exists no default, breach or dispute on the part of any Target Entity under any Real Property Lease nor has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by a Target Entity under a Real Property Lease. (iv) To the Knowledge of the Company, there exists no default or breach by the landlord, sublessor, licensor or other obligor under each Real Property Lease nor, to the Knowledge of the Company, has any event occurred which, with the passage of time or the giving of notice or both, would constitute a default or breach by any such Person under a Real Property Lease. (v) 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 no such condemnation or taking is threatened or contemplated. To the actual Knowledge of the Company, no 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, use or occupancy of any Leased Real Property or any Facility by Parent. To the actual Knowledge of the Company, (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 or any Facility with respect to any non-conforming use or other zoning or building code matters. All utilities serving the Leased Real Property and each Facility are adequate to operate each in the manner it is currently operated.

Real Property. (a) The Section 4.14(a) of the GPC Disclosure Letter sets forth, with respect to each parcel of SpinCo Leased Real Property as of the date of this Agreement, the Contracts that provide a SpinCo Company does not own with rights to lease, sublease, license, use or otherwise occupy such parcel of SpinCo Leased Real Property as of the date of this Agreement, including any real property. amendments or modifications thereof (ball 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) Schedule 2.15(bof such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) sets forth a of such parcel. Except to the extent disclosure is limited by the terms of any SpinCo Lease, true, correct and complete list copies of all real property leased by SpinCo Leases existing as of the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating date of this Agreement have been provided 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 theretoRMT Parent. Schedule 2.15(b) also lists The applicable SpinCo Company (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable 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 all its each parcel of SpinCo Leased Real Property reflected that will exist as of the Closing Date, in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is each case, free and clear of all Liens, Liens other than Permitted Liens. (cb) The Company has delivered or made available With respect to Buyer trueeach SpinCo Lease, complete and correct copies neither the applicable SpinCo Company, nor, to the knowledge of all Real Property Leases. Each Real Property Lease GPC, any counterparty thereto 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 thereunder in any material provision thereof. The Company has not received a notice respect, and there are no events which with the passage of cancellation time or termination with respect to any Real Property Lease. There exists no event that, with notice or lapse of timenotice, or both, would constitute a material breach or default by thereunder on the part of the SpinCo Company or party to such SpinCo Lease, or, to the knowledge of GPC, any other party theretoto 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 in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such SpinCo Leased Real Property. Except as otherwise indicated on Section 4.14(b) of the Real Property Leases. The GPC Disclosure Letter, no SpinCo Company is not has subleased or granted to a sublessor or grantor under any sublease or other instrument granting to any other Person third party any right to use or occupy all or any portion of the possession, lease, occupancy or enjoyment of any leased or subleased SpinCo Leased Real Property. (dc) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge knowledge of the CompanyGPC, there are no eminent domain or similar Proceedings pending or threatened affecting all or any material Actions pending nor threatened against or affecting portion of the SpinCo Leased Real Property Property. To the knowledge of GPC, there is no writ, injunction, decree, order or judgment outstanding, nor any portion thereof action claim, suit or interest therein in other Proceeding pending or threatened, relating to the nature ownership, lease, use, occupancy or in lieu of condemnation or eminent domain proceedings. (e) Except as set forth on Schedule 2.15(e), no consent of operation by any landlord or any other party is required under any Real Property Lease as the result Person 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 SpinCo Leased Real Property have been completed and the Company has not received any written notice that the Property. The SpinCo Leased Real Property is not in compliance with applicable Law and, to good condition and repair and is sufficient for the Knowledge uses in which such property is presently employed. (d) None of the Company, there are presently in effect all Permits required by Law. The Company has not received SpinCo Companies owns any written notice that there does not exist at least the minimum access required by applicable subdivision real property nor is under contract to purchase or similar Law to the Leased Real Propertyotherwise acquire any real property.

Real Property. (a) The Company does not own Neither of the Sellers owns any real property. (b) . Schedule 2.15(b) 4.8 sets forth a truecomplete list, correct and complete list as of all the date hereof, of the address of each parcel of real property leased leased, subleased, licensed or otherwise occupied by either of the CompanySellers, whether as lessee including all buildings and other structures or lessor improvements located thereon and all easements, licenses, rights, and appurtenances of the Sellers in connection therewith (the “Leased Real PropertyFacilities”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 Facilities 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 comprises all of the real property used or intended to be used in, or otherwise related to, required by the Business. The use and Seller in connection with the operation of the Business as currently conducted. The Seller has: (i) a valid leasehold interest in all Leased Real Property Facilities, free and clear of all Liens except for the Permitted Liens; (ii) made available to the Buyer true and complete copies of each lease, sublease, license or occupancy agreement underlying the Leased Facilities, including all amendments, modifications, renewals and extensions thereto or assignments thereof (each a “Lease” and collectively, the “Leases”), as set forth on Schedule 4.8; (iii) complied in all material respects with the terms of all Leases to which it is a party; (iv) peaceful and undisturbed possession of the Leased Facilities in all material respects; (v) not assigned, subleased, licensed or granted any Person the right to use or occupy any of the Leased Facilities or any portion thereof; and (vi) not collaterally assigned or granted any other security interest in the conduct Leases or any interest thereunder. Other than the rights of Buyer under this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to lease the Business does not violate Leased Facilities or any portion thereof. No option, extension or renewal has been exercised under any Leases except options, extensions or renewals whose exercise has been evidenced by a written document, a true and complete copy of which has been made available to Buyer with the corresponding Lease. (b) All Leased Facilities are in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractreasonably good repair and operating condition (subject to normal wear and tear). To the Knowledge of the CompanySeller’s Knowledge, there are no material Actions pending nor (i) defects in, (ii) mechanical failures of or (iii) damages to the Leased Facilities. The Seller has not received any notice of, and to the Seller’s Knowledge there are no, condemnation, expropriation, eminent domain or similar proceedings or other adverse claims or actions affecting or threatened against or affecting any of 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 party is required under any Real Property Lease as the result Facilities. All of the Transactions contemplated hereby or to keep such Real Property Lease Leases are in full force and effect after the execution and delivery are enforceable in accordance with their terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of this Agreement general applicability relating to or affecting creditors’ rights, or by general equity principles, including principles of commercial reasonableness, good faith 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 fair dealing. The Seller has not received any written notice that the Leased Real Property is not in compliance with applicable Law andof, and to the Knowledge Seller’s Knowledge, no event or circumstance has occurred that with notice or lapse of time or both would constitute, a material default or breach under any of the CompanyLeases. To the Seller’s Knowledge, there the Leases are presently binding on the lessors thereunder, and such lessors have complied in effect all Permits required by Lawmaterial respects with the terms of their respective Leases. The Company has execution, delivery, performance and consummation by the Seller of the transactions contemplated by this Agreement do not received and will not violate the terms of any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law to the Leased Real PropertyLease in any material respect.

Real Property. (a) Section 4.9(a) of the Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity or included in the Foreign Assets (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The Company does not own applicable Acquired Entity or Retained Subsidiary holds fee simple title to the applicable parcel of Owned Real Property, free and clear of any real propertyLiens, except Permitted Liens. (b) Section 4.9(b) of the Disclosure Schedule 2.15(b) sets forth a true, correct and complete list lists all of all the real property and interests therein leased or subleased by any Acquired Entity or by the Company, whether as lessee or lessor Retained Subsidiaries with respect to the Foreign Assets (the “Leased Real Property”), . For each Contract relating to the use and/or occupancy item of such Leased Real Property, including all leases, subleases, agreements to Section 4.9(b) of the Disclosure Schedule lists the lease or other occupancy agreements (written or oral) entered into by the Companysublease, 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and which the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has applicable Acquired Entity holds a valid and enforceable leasehold possessory interest in all its the Leased Real Property reflected in the Financial Statements and all material amendments, renewals, or acquired after the Recent Balance Sheet Dateextensions thereto (each, a “Lease”). All The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of all any Liens, other than except Permitted Liens. No Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Owned 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property (collectively, the “Real Property”) constitute all interests in real property currently owned or leased in connection with the conduct Acquired Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the Business does not violate in buildings located on the Real Property violates any material respect any Law, covenant, condition, restriction, easement, license, Permit restrictive covenant or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened deed restriction recorded against or affecting the Leased such Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsother Laws, except for such violations which would not reasonably be expected to have a Material Adverse Effect. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b) sets forth a trueOn the Closing Date, correct each Seller will have and complete list of 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) Sellers do not own (or have any option or right to acquire) any real estate that is used in the Company, whether as lessee or lessor operations of the Station. Schedule 1-A sets forth a complete and correct list of all real estate (other than Excluded Assets) leased by Sellers that is Used in the operations of the Station and/or is included in the Broadcasting Assets (the “Leased Real Property”). Except as set forth on Schedule 4.4.1, each Contract relating Sellers have the exclusive right to use and occupy the Leased Real Property subject 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 2.15(b) also lists (i) the street address terms of each Real Property Lease; (ii) . With respect to the landlord under 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 Leasehas 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 rent currently being paid pursuant Leased Real Property subject to the terms of each Real Property Lease. Sellers have made available to the Buyer, true and the expiration complete copies of the term 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; and (iii) the current use under such ”), except for Real Property LeaseLeases entered into in accordance with the terms and subject to the limitations of Section 6.1.8 hereof. The Company Except with respect to the consents to assignments disclosed in Schedule 4.4.1(i), the applicable Seller has a valid full legal power and enforceable leasehold authority to assign its rights, title and interest in all its Leased in, to and under each Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available Lease to Buyer truein accordance with this Agreement on terms and conditions no less favorable to Buyer than those in effect on the date hereof, complete and correct copies such assignment will not affect the validity, enforceability and continuity of all Real Property Leasesany 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 other parties thereto, including the landlord thereunder, (b) is in full force and effect; all rents , and additional rents due to date on each Real Property Lease have been paid and (c) neither the Company nor applicable Seller nor, to such Seller’s knowledge, any other party thereto, including the landlord thereunder, has violated any provision of, or committed or failed to perform 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 thatact which, with notice or notice, lapse of time, time or both, would constitute a material breach or default by under the Company or any other party theretoprovisions of such, under any of the Real Property LeasesLease. The Company is not a sublessor or grantor under Neither the whole nor 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 is subject to any pending or threatened suit for condemnation or other taking by any public authority. Sellers have been completed legal and practical access to all of the Company has not received any written notice that 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 is not and all other Broadcasting Assets Used in compliance with applicable Law and, to the Knowledge of the Company, there Business 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 located entirely on the Leased 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) The Company does not own any real property. (bSection 4.9(a) of the Seller Disclosure Schedule 2.15(b) sets forth contains a true, correct true and complete list of all real property leased (i) owned by Seller or its 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 previously been made available to Purchase to the extent that such reports and policies are in Seller's possession and control, as applicable. (b) Section 4.9(b) of the Seller Disclosure Schedule contains a true and complete list of (i) all real property Related to the Business that Seller or its Subsidiaries lease, sublease, license or otherwise occupies (whether as lessee landlord, tenant, subtenant or lessor other occupancy arrangement) and (ii) all real property that any Acquired Company leases, subleases, licenses or otherwise occupies (whether as landlord, tenant, subtenant or other occupancy arrangement) (collectively, the “"LEASED REAL PROPERTY"), and for each Leased Real Property”), each Contract relating to identifies the use and/or occupancy street address of such Leased Real Property, including . True and complete copies of all leases, subleases, agreements pertaining 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected that have not been terminated or expired as of the date hereof have been made available to Purchaser. (c) 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 Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is Properties, in each case free and clear of all Liens, other than Liens except Permitted LiensExceptions. (cd) The Company has delivered None of the Owned Real Properties and the Leased Real Properties is subject to any lease, sublease, license or made available other agreement granting to Buyer trueany other Person any right to the use, complete and correct copies occupancy or enjoyment of all such Owned Real Property Leases. or Leased Real Property or any part thereof. (e) Each Real Property Lease is in full force and effect; all rents effect and additional rents due to date on each is valid and enforceable in accordance with its terms, and there is no default under any Real Property Lease have been paid and neither either by Seller, its Subsidiaries or any Acquired Company or, to the Company nor Knowledge of Seller, by 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 thereto, and no event has occurred that, with notice or the lapse of time, time or the giving of notice or both, would constitute a material breach or default by the Company Seller, its Subsidiaries or any other party thereto, under any of the Real Property Leases. The Acquired 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 herebythereunder. (f) All improvements To the Knowledge of Seller, each Owned Real Property and Leased Real Property complies with all applicable Laws and, since 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 Business current use and constituting part operation by Seller, its Subsidiaries or any Acquired Company of the 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 (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 been completed and the Company has not received any written notice of the intention of any Governmental Body or 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 is not in compliance with applicable Law and, to has suffered any material damage by fire or other casualty within the Knowledge of the Company, there are presently in effect all Permits required by Law. The Company past five years which has not received any written notice that there does not exist at least the minimum access required by applicable subdivision been substantially repaired or similar Law to the Leased Real Propertyrestored.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b3.18(b) sets forth a true, correct and complete list of all of the locations (city and state) and addresses of the real property leased by or provided to any Seller for use in the Companyoperation of the Business (collectively, whether as lessee or lessor (the “Leased Real Property”“), each Contract relating . 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, licenses and other use and/or occupancy of such agreements pursuant to which the Sellers lease, license, occupy or use the 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 Property (the “Existing Real Property Leases”). Other than the Existing Real Property Leases, no Seller is a party to and is not otherwise bound by any lease guaranteesreal property leases, tenant estoppels, subordinations, non-disturbance and attornment licenses or other occupancy agreements, including all amendments theretowhether as lessee, sublessee, licensee, lessor, sublessor, licensor or any other party. No Seller is a party to and all condominium documents and service is not otherwise bound by any oral leases, licenses or other agreements relating thereto. Schedule 2.15(b) also lists (i) with respect to the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration use or occupancy of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in or any other real property. No Seller nor any other party to the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Existing Real Property is free and clear Leases are in default under the terms of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all the Existing Real Property Leases. Each ; and each Existing Real Property Lease is in full force and effect; all rents effect and additional rents due is valid, binding and enforceable against the Seller that is party to date on each such Existing Real Property Lease have been paid and neither the Company nor any other party parties to any such Existing Real Property Lease has received notice of any breach or default nor repudiated any material provision thereofin accordance with its terms. The Company has not received a notice Sellers have previously delivered to the Buyer complete and correct copies of cancellation 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 termination with respect encumbered, in whole or in part, by any Seller and no subleases have been entered into relating to any of the Existing Real Property LeaseLeases or the Leased Real Property. There exists no event that, with notice or lapse of time, or both, would constitute a material breach or default by No Seller has any past due obligation as the Company or any other party thereto, lessee under any of the Existing 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b5.31(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, by or 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 parcel of Owned Real Property or Real Property Lease other than Permitted Liens. Seller has delivered to the Buyer a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address copy of each Real Property Lease; , including all amendments, modifications, supplements, side letters and consents affecting the obligations of any party thereunder. (iib) Except as disclosed in Schedule 5.31(b), Seller has indefeasible title to, and actual and exclusive possession of, the landlord under 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 rent currently being paid pursuant to "Acquired Real Property") in each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is case free and clear of all LiensLiens of any nature created by, other than through or under Seller except Permitted Liens. (c) The Company has delivered or made available to Buyer trueExcept as disclosed on Schedule 5.31(c), complete and correct copies of all no Acquired 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 subject 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 thatlease, with notice or lapse of timesublease, or bothlicense, 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 concession or other instrument agreement (written or oral) granted by, through or under Seller granting to any other Person any right to the possession, leaseuse, occupancy or enjoyment of any leased Acquired Real Property or subleased Leased 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 for the purposes such property is now being used by Seller. No previous or current party to any such Real Property Lease has given notice to Seller of a Claim against Seller with respect to any breach or default thereunder. (e) To the Knowledge of Seller, (i) there does not exist any pending imposition of any assessments for public improvements with respect to any Acquired Real Property, and (ii) no such improvements have been constructed or planned that would be paid for by means of assessments upon any Acquired Real Property. (df) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of Seller, the Company, there are no material Actions pending nor threatened against or affecting buildings and improvements located on the Leased 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 any portion thereof 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 interest therein cost in excess of U.S.$5,000 in the nature or in lieu of condemnation or eminent domain proceedingsaggregate. (eg) Except as set forth on in Schedule 2.15(e5.31(g), to the Knowledge of Seller, (i) no consent part of any landlord or any other party is required under any Acquired Real Property Lease is subject to any building or use restriction that would restrict or prevent the present use and operation of such Acquired 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 the result of the Transactions contemplated hereby Closing or to keep such Real Property Lease a specified date in full force and effect after the execution and delivery future, any material repairs or alterations or additions or improvements thereto, or the payment or deduction of this Agreement and the consummation of the Transactions contemplated herebyany money, fee, exaction or property. (fh) All To the Knowledge of Seller, there are no physical, mechanical or structural defects in or concerning the buildings and other permanent improvements necessary for the Business and constituting part of the Leased Acquired Real Property have been completed that are occupied, operated or owned by Seller materially and the Company adversely affecting their current use, occupancy, or value. (i) Seller has not received any written notice from any insurance company 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 in compliance with applicable Law and, to the Knowledge part 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 each parcel of Acquired Real Property or similar Law to the Leased Real Propertyis dependent for ingress or egress on third-party interests.

Real Property. (a) Section 3.8(a) of the Seller 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 Company does Acquired Companies are not own party to any agreement to purchase or 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) Section 3.8(b) of the Seller Disclosure Schedule 2.15(b) sets forth a true, correct and complete list the location of all real property directly or indirectly leased to the Acquired Companies or otherwise used or occupied by the Company, whether as lessee or lessor Acquired Companies (other than the Owned Real Property) (the “Leased Real Property”)) pursuant to a lease, each sublease or other similar Contract relating to under which either of the use and/or occupancy Acquired Companies is the lessee or sublessee, the date and term of such Leased Real Propertythe lease, including all leaseslicense, subleases, agreements to lease sublease 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Leaseright, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensannual rental payable thereunder. (c) The Company has delivered or made available to Buyer true, complete and correct copies of Acquired Companies currently occupy 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 for the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Property. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in business the conduct of the Business does not violate in any material respect any LawAcquired Companies, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, and there are no material Actions pending nor threatened against other parties occupying, or affecting with a right to occupy, the Leased Real Property. Neither the operation of the Acquired Companies on the 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 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 andnor, to the Knowledge of Seller, such Real Property, violate any Law relating to such property or operations thereon. Each of the Company, there Acquired Companies has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are presently no longer in effect all Permits required by Lawand has no continuing liability with respect to such terminated real property leases. The Company has not None of the Seller, the Acquired Companies or any of their respective Affiliates have received any written notice from any insurance company of any defects or inadequacies in any Real Property that there does not exist at least could materially and adversely affect the minimum access required by applicable subdivision insurability of such Real Property. There is no pending or, to the Knowledge of Seller, threatened condemnation or similar Law to the Leased proceeding affecting any Real Property.

Real Property. (a) The Company does not own None of Parent or any of its Subsidiaries owns any real property or interests in real property. , other than Parent Real Property Leases (b) as defined below). Section 5.18 of the Parent Disclosure Schedule 2.15(b) sets forth a true, correct and complete list of all real property and interests in real property leased by Parent and its Subsidiaries (individually, a "Parent Real Property Lease" and the Companyreal properties specified in such leases, whether being referred to herein individually as lessee a "Parent Property" and collectively as the "Parent Properties") as lessee, other than customer subleases or lessor (the “Leased Real Property”), each Contract customer agreements relating to the use and/or occupancy Centers of such Leased Real PropertyParent, including all leases, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by and the Company, including all amendments thereto (the “following information for each Parent 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 2.15(b) also lists Lease: (i) the street address of each Real Property Lease; location, (ii) the landlord under the Real Property Leaseterm, the rent currently being paid pursuant to each Real Property Lease(iii) square footage of space demised thereunder, and the expiration of (iv) rent over the term of such Real Property Lease; and (iii) the current use under such Parent Real Property Lease. The Company has a valid Parent Property constitutes all interests in real property currently used or currently held for use in connection with the business of Parent and enforceable leasehold interest in all its Leased Real Property reflected in Subsidiaries and which are necessary for the Financial Statements or acquired after continued operation of the Recent Balance Sheet Date. All Leased Real Property business of Parent as the business is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leasescurrently conducted. Each Parent Real Property Lease is valid, binding, enforceable and in full force and effect; . Parent and each of its Subsidiaries has in all rents and additional rents due material respects performed all obligations required to date on be performed by it under 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 Parent Real Property Lease. There No event or condition exists no event thatwhich constitutes or, with after notice or lapse of time, time or both, would constitute a material breach or default by on the Company part of Parent or any of its Subsidiaries under any such Parent Real Property Lease. To the knowledge of Parent, each other party theretoto 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 Real Property Leases. The Company 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 part of the 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 or building systems. (b) Parent and its Subsidiaries have all material certificates of occupancy and permits and licenses of any Governmental Entity necessary or 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 violation, or event which, with the lapse of time or giving of notice or both would become a sublessor default or grantor under violation, has occurred in the due observance of any sublease 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 intention of any Governmental Entity or other instrument granting Person to take or use all or any other Person any right to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Propertypart thereof. (d) The Leased Real Property comprises all None of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property Parent or any portion thereof of its Subsidiaries has received any written notice from any insurance company that has issued a policy with respect to any Parent Property requiring performance of any structural or interest therein in the nature other repairs or in lieu of condemnation or eminent domain proceedingsalterations to such Parent Property. (e) Except as set forth on Schedule 2.15(e)Section 5.18 of the Parent Disclosure Schedule, no consent none of Parent or any of its Subsidiaries owns or holds, and is not obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any landlord real estate or any other party is required under any Real Property Lease as the result of the Transactions contemplated hereby portion thereof 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 herebyinterest therein. (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.

Real Property. (a) The Company Seller does not own directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 2.15(b5.15(b) sets forth a true, correct and complete list lists all of all the real property leased and interests therein leased, subleased or otherwise occupied or used by the CompanySeller (with all easements and other rights appurtenant to such property, whether as lessee or lessor (the “Leased Real Property”), . For each Contract relating to the use and/or occupancy item 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 2.15(b5.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Leaselessor, the rent currently being paid pursuant to each Real Property Leaselessee, the lease term, the lease rate, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has lease, sublease, or other Contract pursuant to which Seller holds a valid and enforceable leasehold possessory interest in all its the Leased Real Property reflected in the Financial Statements and all amendments, renewals, or acquired after the Recent Balance Sheet Dateextensions thereto (each, a “Lease”). All The leasehold interest of Seller with respect to each item of Leased Real Property is free and clear of all Liensany 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 than Permitted Liensbrokerage fees due from or payable by Seller with respect to any Lease have been paid in full. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Leased Real Property Leasesconstitutes all interests in real property currently occupied or used in connection with the Business. 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 comprises all 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 real property 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 or intended to be used in, or otherwise related to, by Seller lie wholly within the Business. The use and operation boundaries of the Leased Real Property in and do not encroach upon the conduct property, or otherwise conflict with the property rights, of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractother Person. To Seller’s Knowledge, the Knowledge of the CompanyLeased Real Property complies with all Laws, there are no material Actions pending nor threatened against including zoning requirements, and Seller has not received any notifications from any Governmental Body or affecting insurance company recommending improvements to 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 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 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) The Company Seller does not own any real property. (b) Schedule 2.15(b) sets forth . The Seller Parties have delivered to Buyer a true, correct and complete list copy of all real property leased by each lease (or a summary of the Companymaterial terms of the lease, whether as lessee or lessor (the “Leased Real Property”if oral), each Contract including amendments, waivers, or other changes thereto, relating to the use and/or occupancy of such Leased Real PropertyProperty (each, including all leasesa “Lease,” and collectively, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”), . The Leased Real Property and any lease guarantees, tenant estoppels, subordinations, non-disturbance the Leases comprise all leased real property interests and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating theretoContracts related thereto used in the conduct of the Business. Schedule 2.15(b) also lists With respect to each Lease: (i) the street address of each Real Property 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 landlord under the Real Property LeaseEnforceability Exceptions, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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; effect and a valid instrument enforceable against Seller, and the other party thereto, in each case in accordance with its terms, (iii) all rents rents, required deposits, additional rent and additional rents payments due as of the Closing Date pursuant to date on each Real Property such Lease have been paid and neither in full, (iv) there is no existing default by Seller or, to Seller Parties’ Knowledge, by the Company nor any other party to any lessor under such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company Lease, (v) Seller has not received a 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, 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 consummation of cancellation the Transactions. Except for the Leases and as set forth on Schedule 5.24, Seller has not entered into any leases or termination subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy 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 . To Seller Parties’ Knowledge, the Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The is validly zoned for its current use and operation occupancy by Seller under the applicable zoning codes and urban renewal plans and Seller’s current use of the Leased Real Property is in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractcompliance therewith. To the Knowledge of the CompanySeller Parties’ Knowledge, there are no material Actions pending nor or threatened against condemnations, planned public improvements, annexations, special assessments, zoning or subdivision changes, or other adverse claims 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 party is required under any Real Property Lease as the result Property. All of the Transactions contemplated hereby or to keep such Real Property Lease in full force buildings, material fixtures and effect after the execution other improvements and delivery of this Agreement and the consummation of the Transactions contemplated hereby. (f) All improvements necessary for the Business and constituting part of building systems situated within the Leased Real Property are in operating condition, reasonable wear and tear excepted, and, if required to be maintained by Seller under the applicable lease, have been completed and maintained in the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law and, to the Knowledge ordinary course 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 Propertybusiness.

Real Property. (ai) The Company Seller does not currently own any real propertyproperty that is Related to the Business. (bii) Schedule 2.15(bSection 3.10(d)(ii)(A) of the Seller Disclosure Letter sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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”Leases (including references to each amendment thereto), 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 2.15(b) also lists (i) the street address of for each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant name of the parties to each such Real Property Lease, and the expiration of the term date of such Real Property Lease; , the term of the Real Property Lease and (iii) the current use under such size of the premises that are the subject of the Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 , when taken together with 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 thatSeller Services, 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 comprises all of the interests in real property used 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 conduct 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, to Seller’s Knowledge, there are no conditions existing or intended actions pending or, to be used inSeller’s Knowledge, or otherwise related to, threatened that would materially impair the Business. The use and operation adequacy of the Leased Real Property for that purpose. As of the Closing, all amounts currently due and payable pursuant to the Real Property Leases have been paid in full or reserved for in the conduct Closing Net Working Capital in accordance with GAAP. Except as set forth on Section 3.10(d)(ii)(D) of the Business does Seller Disclosure Letter, Seller has not violate in entered into any material respect any Law, covenant, condition, restriction, easementwritten sublease, license, Permit option, right, concession or Contract. To other agreement or arrangement granting to any Person the Knowledge of the Company, there are no material Actions pending nor threatened against right to use or affecting the occupy any Leased Real Property or any portion thereof or interest therein therein. The improvements on the Leased Real Property are in safe working order, good operating condition and in a state of good maintenance and repair, in each case, in all material respects, ordinary wear and tear, casualty and condemnation excepted and are sufficient for the nature purposes for which they are presently being used. No portion of any Leased Real Property is subject to any pending condemnation or in lieu eminent domain Action or other Action by any Governmental Entity and, to Seller’s Knowledge, there is no threat of condemnation or eminent domain proceedings. (e) Except as set forth on Schedule 2.15(e)proceedings or other proceedings with respect thereto. The operations of Seller do not, nor to Seller’s Knowledge, does any Leased Real Property violate in any material respect any applicable building code, zoning requirement or other Law relating to the Leased Real Property or operations thereon. To Seller’s Knowledge, no consent of any third-party claim has been made against Seller or against the landlord or any other party is required under any Real Property Lease as based on an event or circumstance occurring on the result of the Transactions contemplated hereby or to keep such Leased Real Property Lease in full force or relating to the use 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 occupancy by Seller 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 Property, and, to the Knowledge of the CompanySeller’s Knowledge, there are presently in effect all Permits required by Law. The Company no event or circumstance has not received any written notice occurred that there does not exist at least the minimum access required by applicable subdivision or similar Law would reasonably be expected to the Leased Real Propertygive rise to such a third-party claim.

Real Property. Schedule 4.16 discloses and summarizes all real properties currently owned, occupied, used or leased by Seller or in which Seller has an interest that are included in the Purchased Assets (asuch real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, Appurtenances and related rights of every nature, collectively, the "REAL PROPERTY") The Company does not own any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete list identifies the record title holder of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”). Schedule 4.16 identifies the correct legal description, each Contract relating to the use and/or occupancy street address and tax parcel identification number of such Leased Real Propertyall tracts, including parcels and subdivided lots of 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”), owned by Seller. Seller has good and any lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements, including marketable fee simple title to all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Leaseshown as owned by it on Schedule 4.16, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all LiensEncumbrances, other than Permitted Liens. (c) The Company Encumbrances. Seller has delivered or made available the right to Buyer true, complete and correct copies quiet enjoyment of all Real Property Leasesin which it holds a leasehold interest for the full term, including all renewal rights, of the leasehold interest. Each Schedule 4.16 identifies each lease agreement, and all amendments and supplements thereto, for each parcel of Real Property Lease is in full force and effect; all rents and additional rents due to date shown as leased by Seller 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 thereofSchedule 4.16. The Company Seller has not received a any written notice of cancellation assessments for public improvements against any Real Property or termination any written notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that (i) relates to violations of zoning, land use, building, safety or fire ordinances or regulations, (ii) claims any defect or deficiency with respect to any Real Property Leaseor (iii) requests the performance of any repairs, alterations or other work to or in any Real Property or in any streets bounding the Real Property. There exists is no event thatpending condemnation, with notice expropriation, eminent domain or lapse of time, or both, would constitute a material breach or default by the Company similar proceeding affecting all or any other party thereto, under any portion of the Real Property LeasesProperty. 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 Seller has not received any written notice that of any proposed, planned or actual curtailment of service of any utility supplied to any facility located on the Leased Real Property is not in compliance with applicable Law andProperty. There exists no outstanding option, right of first refusal or other contractual right to the Knowledge purchase, sell, assign or dispose of any owned Real Property. Seller has all certificates of occupancy and Governmental Authorizations necessary for current and continued use and operation of the Company, 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.

Real Property. (ai) The Company HPBC does not own any interest in any real propertyproperty (other than as lessee) except as set forth in Section 3.4(e)(i) of the Disclosure Memorandum (such properties being referred to herein as “HPBC Realty”). Except as disclosed in Section 3.4(e)(i) of the Disclosure Memorandum, HPBC has good title to the HPBC Realty and the titles to the HPBC Realty purchased after December 31, 1999 are covered by title insurance policies providing coverage in the amount of the original purchase price. HPBC has not materially encumbered the HPBC Realty since the effective dates of the respective title insurance policies. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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)in Section 3.4(e)(ii) of the Disclosure Memorandum, no consent the interests of HPBC in the HPBC Realty and in and under each of the HPBC Leases are free and clear of any landlord and all Liens and are subject to no present claim, contest, dispute, action or, to the knowledge of HPBC, threatened action at law or any other 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 herebyequity. (fiii) All The present use and operations of, and improvements necessary for upon, the Business HPBC Realty and constituting part of all real properties included in the Leased Real Property have been completed and Properties (the Company has not received any written notice that the “HPBC Leased Real Property is not Properties”) are in compliance with all applicable Law andbuilding, to fire, zoning and other applicable laws, ordinances and regulations and with all deed restrictions of record, no notice of any violation or alleged violation thereof has been received, and there are no proposed changes therein that would affect the Knowledge HPBC Realty, the HPBC Leased Real Properties or their uses. (iv) Except as set forth in Section 3.4(e)(iv) of the CompanyDisclosure Memorandum, there are presently no rent has been paid in effect all Permits required advance and no security deposit has been paid by, nor is any brokerage commission payable by Law. The Company has or to, HPBC with respect to any HPBC Lease, in each case, in any material amount. (v) HPBC is not received aware of any written notice that there does not exist at least proposed or pending change in the minimum access required by applicable subdivision zoning of, or similar Law to of any proposed or pending condemnation proceeding with respect to, any of the HPBC Realty or the HPBC Leased Real PropertyProperties which may adversely affect the HPBC Realty or the HPBC Leased Real Properties, or their current use or the use currently contemplated by HPBC. (vi) The buildings and structures owned, leased or used by HPBC are, taken as a whole, in good operating order (except for ordinary wear and tear), usable in the ordinary course of business, and are sufficient and adequate to carry on the business and affairs of HPBC.

Real Property. (a) The Company does not own any real property. (bSection 3.13(a) to the Business Disclosure Schedule 2.15(b) sets forth contains a true, correct and complete list of all real property owned, leased or subleased by any Business Operating Entity and used primarily for the Company, whether as lessee or lessor operating of the Business (the “Leased Real Property”). With respect to each of the Fee Properties, each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property LeaseClorox Parent or a Business Operating Entity owns fee title to such Fee Properties, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, except Permitted Liens, and (ii) Clorox Parent or a Business Operating Entity has not leased or otherwise granted to any Person the right to use or occupy such Fee Properties or any portion thereof. Clorox Parent or a Business Operating Entity owns the entire interest of the lessee or sublessee with respect to each of the Leased Properties. With respect to any Leased Property held by Clorox Parent or any Business Operating Entity, Clorox Parent or a Business Operating Entity has made available to Purchaser a copy of each lease, sublease, license, concession and other agreement that affects such Leased Property. (b) To the Knowledge of Clorox Parent, the interest of Clorox Parent and the Business Operating Entities in each of the Leased Properties is not subject to any Lien other than Permitted Liens. (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 Neither Clorox Parent nor any other party Business Operating Entity has conveyed or granted to any such Real Property Lease Person any interest, option, right of first offer or right of first refusal to acquire any portion of or interest in the Fee Properties. Neither Clorox Parent nor any Business Operating Entity has received notice of any breach assigned or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect transferred to any Real Property Lease. There exists no event that, with notice Person any interest in or lapse of time, or both, would constitute a material breach or default by the Company or option to acquire any other party thereto, under any of interest in the Real Property Leases. The Company is Leases and have not a sublessor or grantor under sublet 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation portion of the Leased Real Property in Properties or granted any possessory rights (or option to acquire any possessory rights) to the conduct of the Business does not violate in Leased Properties to any material respect any Law, covenant, condition, restriction, easement, license, Permit or ContractPerson. To the Knowledge of the CompanyClorox Parent, there are no material Actions pending nor threatened against or affecting the Leased Real Property Clorox Parent’s 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 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 Operating Entity’s possession of the Leased Properties under the Real Property Leases have not 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 Propertydisturbed.

Real Property. (a) The Company Seller does not own any real property. (b) Schedule 2.15(b) 2.11 sets forth a list of all real property used in the Business that is leased by Seller (the “Leased Property”) and the leases pursuant to which Seller leases such Leased Property (the “Leased Property Leases”). Schedule 2.11 lists, for each such Leased Property Lease, the name of the lessor, the date of the lease and the lease term. The Leased Property Leases cover all the Leased Property that Seller uses in the conduct of the Business. Seller has delivered to ITS or Acquisition Sub true, correct and complete list copies of all real property leased by of the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant Seller has good title to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable its leasehold interest in all its the Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is Property, free and clear of all LiensEncumbrances, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property LeasesEncumbrances. Each Real Leased Property Lease is in full force and effect; all effect and is valid, binding and enforceable in accordance with its terms. All accrued and currently payable rents and additional rents due to date on each Real other payments required under the Leased Property Lease Leases have been paid paid, and neither the Company nor any other party to any such Real Property Lease has received no 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 has been given or received by Seller, no event of default has occurred, and no condition exists and no event has occurred that, with notice or the giving of notice, the lapse of time, or boththe happening of any further event, would constitute become a material breach default under or default by the Company or any other party thereto, under permit early termination of any of the Real Leased 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. (dc) The All of Seller’s and Parent’s activities with respect to Leased Real Property comprises have been and are being conducted in compliance with applicable Environmental Laws (as defined below), and there has been no release of Hazardous Materials (as defined below) on, in, from or onto the Leased Property. Seller has not generated, manufactured, refined, transported, stored, handled, disposed of or released any Hazardous Materials on the Leased Property nor has Seller knowingly or negligently permitted the foregoing. Seller has obtained all of the real property used or intended approvals and caused all notifications to be used inmade as required by Environmental Laws, and Seller has obtained all required registrations with, licenses from, or otherwise related topermits issued by governmental agencies or authorities pursuant to any applicable Environmental Laws, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Lawall such registrations, covenant, condition, restriction, easement, license, Permit licenses or Contract. To the Knowledge of the Company, there permits are no material Actions pending nor threatened against or 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 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 effect. Neither Seller nor Parent has received any notice of this Agreement and the consummation any violation of the Transactions contemplated hereby. (f) All improvements necessary for the Business and constituting part of any Environmental Laws relating to the Leased Real Property have Property, and no action has been completed and the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law andcommenced or, to the Knowledge of the CompanySeller or Parent, there are presently in effect all Permits required by Law. The Company has not received threatened, regarding Seller’s compliance with any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law Environmental Laws relating to the Leased Real Property. No tanks used for the storage of any Hazardous Material above or below ground are present or were at any time present on or about the Leased Property. No action has been commenced or threatened regarding the presence of any Hazardous Material on or about the Leased Property, and no Hazardous Materials are present on or at the Leased Property in such a manner as may require investigation or remediation under any applicable law. No friable asbestos is present on the Leased Property. “Environmental Laws” means any and all federal, state and local statutes, regulations and ordinances relating to the protection of human health and the environment, including the air, water and land. “Hazardous Material” means any hazardous or toxic material, substance, or waste including, without limitation, those materials, substances, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), petroleum products (as defined in Title I to the Resource Conservation and Recovery Act, 42 U.S.C. § 6991-6991(i)) and their derivatives, and such other materials, substances, and wastes as become regulated or subject to cleanup authority under any Environmental Laws.

Real Property. (a) The Company does not own any real property. (bSection 3.10(a) Schedule 2.15(b) of the Seller Disclosure Letter sets forth a true, correct true and complete list of the street locations of all real property leased owned, directly or indirectly, by the CompanySeller Entities or any 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 as lessee or lessor (not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Leased 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 each Contract relating to the use and/or occupancy parcel of such Leased Owned 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all LiensEncumbrances, other than except for Permitted Liens. (c) The Company Encumbrances. Seller has delivered or made available to Buyer truetrue 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) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and correct copies interests in real property leased, 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 in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other 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. Each With respect to 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 Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; all rents and additional rents due to date on each (2) the Seller Entities’ and the Transferred Subsidiaries’ possession and quiet enjoyment of the Leased Real Property Lease have been paid and neither the Company nor any other party to any under such Real Property Lease has received notice of any breach or default nor repudiated any not been disturbed, and there are no material provision thereof. The Company has not received a notice of cancellation or termination disputes with respect to such Real Property Lease and no material defaults or breaches exist under any Real Property Lease. There exists no Lease (or any occurrence or event that, that with the passage of notice or lapse of time, time or both, both would constitute result in a material breach default or default by breach). (c) Except in the Company ordinary course of business or any other party theretoas permitted under Section 5.1 or as set forth in Section 3.10(c) of the Seller Disclosure Letter, under neither the Seller Entities nor any of the Transferred Subsidiaries have assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the Owned 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there There are no material Actions pending nor threatened against or 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 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 andor, to the Knowledge of the CompanySeller, 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 threatened condemnation or similar Law proceedings against or otherwise relating to any of the Owned Real Property or Leased Real Property.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b) sets forth a trueapplicable Seller has, correct and complete list in the case of all real property leased by located in the Companystate of Texas, whether as lessee or lessor (good and indefeasible title and, in the “Leased Real Property”)case of real property located elsewhere, each Contract relating good and marketable title to the use and/or occupancy of such fee or leasehold estates (as applicable) in all Transferred Owned Real Property and Transferred 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 2.15(b) also lists (i) the street address of in each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is case free and clear of all Liens, Liens other than Permitted Liens. (c) The Company has delivered . 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 Seller 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 true, complete and correct copies of all Real Property Transferred Leases. Each Real Property Lease is in full force , including any 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 amendments 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 modifications thereto, under and no term or condition of any of the Transferred Leases has been waived, modified or amended except as reflected in such copies. Each of the Transferred Leases constitutes the entire agreement of the landlord and tenant thereunder. There are no pending or, to the Knowledge of Sellers, threatened condemnation proceedings or other Legal Proceedings relating to any Transferred Owned Real Property Leases. The Company is not a sublessor or grantor under any sublease Transferred Leased Real Property or other instrument matters affecting materially and adversely the current use, occupancy or value thereof and there are no Contracts (other than Permitted Liens) granting to any party or parties other Person any than Sellers the right to the possession, lease, of use or occupancy or enjoyment of any leased 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 subleased Leased Real Property. (d) The Leased rights of first refusal to purchase the Transferred Owned Real Property comprises all of the real property used or intended or, to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of Sellers and Seller Parent, the Company, there are no material Actions pending nor threatened against or affecting the Transferred Leased Real Property or any portion thereof or interest therein other than in the nature or in lieu favor of condemnation or eminent domain proceedingsSellers, which such purchase options and rights shall be fully and unconditionally assigned to Buyer at Closing. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company does Section 4.13(a) of the Seller 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 own reasonably be expected to have a material adverse effect on the operation of the Business, Seller has not leased or granted to any real propertyPerson 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 heretofore made available to the Purchaser true, correct 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 2.15(b) 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 list 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 real property leased by of the Company, whether as lessee or lessor (the “Leased Assumed Real Property”Property Leases), in each Contract relating case, together with all amendments, modifications, guarantees, supplements and renewals thereof. Each Assumed Real Property Lease grants Sellers the right to use and occupy the use and/or occupancy of such applicable Assumed Leased Real Property, including all leasesin accordance with the terms thereof, subleasessubject only to Permitted Encumbrances. Each of the Assumed 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, agreements binding, in full force and effect, subject to proper execution and authorization of such lease by the other party thereto and the application of any bankruptcy or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”)creditor’s rights laws, 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term foregoing leases is enforceable against the Sellers. Except as set forth on Section 4.13(b) of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold Seller Disclosure Schedule, to Sellers’ Knowledge, Sellers have not leased or granted to any Person the right to access, enter upon, use, occupy, lease, manage, operate, maintain, broker or purchase any portion of Sellers’ interest in all its the Leased Real Property reflected in Property, that is not otherwise a Permitted Encumbrance or that will not otherwise be terminated on or prior to the Financial Statements or acquired after the Recent Balance Sheet Closing Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies None 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 Sellers have been paid and neither the Company nor received any other party to any such Real Property Lease has received written 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 timeof, 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the CompanySellers, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of oral notice of, condemnation or eminent domain proceedings. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord proceedings pending or any other party is required under any threatened that affect the Assumed Owned Real Property Lease as or the result Assumed Leased Real Property. None 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 Sellers have been completed and the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law andof, or, to the Knowledge of the Companyany Seller, there are presently in effect all Permits required by Law. The Company has not received any written oral notice that there does not exist at least the minimum access required by applicable subdivision of, any zoning, ordinance, building, fire or similar Law to the health code or other legal violation affecting any such Assumed Owned Real Property or Assumed Leased Real Property, except where any such violations would not have, individually or in the aggregate, a material adverse effect on the operation of the Business in the ordinary course of business consistent with past practice.

Real Property. (a) Section 3.13(a) of Seller's Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property owned by the Transferred DPC Companies and their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) as of the date hereof, other than real property to be leased, subleased or licensed to the DPC Business under an Administrative Services Agreement. The Company does not own any real propertyTransferred DPC Companies and their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) have (or immediately prior to the Closing will have) good and valid title in fee simple to the Owned Real Property (other than the Specified Real Property), free and clear of all Encumbrances other than Permitted Encumbrances. As of the Closing Date, Buyer or a Subsidiary thereof will have good and valid title in fee simple to the Specified Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. (b) Section 3.13(b) of Seller's Disclosure Schedule 2.15(b) sets forth a truecomplete and accurate, in all material respects, list of all of the material real property leased, subleased, ground leased, subleased or licensed by the Transferred DPC Companies and their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) as of the date hereof, other than real property to be leased or licensed to the DPC Business under an Administrative Services Agreement. True, correct and complete list copies of all real property leased material Leases in effect as of the date hereof relating to the Leased Real Property have heretofore been delivered by DuPont to Buyer. All such Leases are valid, binding and in full force and effect and are enforceable against the Transferred DPC Company, whether Subsidiary of a Transferred DPC Company or DPC Affiliate party thereto and, to the Knowledge of DuPont, the other parties thereto in accordance with their terms, in each case, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and subject, as lessee to enforceability, to general equity principles. None of the Sellers or lessor any of the Transferred DPC Companies or their Subsidiaries or the DPC Affiliates (in respect of the “DPC Business) has received written notice of any, and, to the Knowledge of DuPont, there is no material default under any material Lease relating to Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company As of the date hereof, none of the Sellers or any of the Transferred DPC Companies or their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) has delivered or made available to Buyer true, complete and correct copies of all received any written notice from any Governmental Authority that (i) the Real Property Leases. Each Real Property Lease is in full force and effect; all rents and additional rents due any violation of any federal, state or municipal law, ordinance, order, regulation or requirement or (ii) any special assessment or similar Tax will be imposed on any of the Real Property, in each case, that would reasonably be expected to have a Material Adverse Effect. (d) As of the date on each Real Property Lease have been paid and neither hereof, none of the Company nor any other party to any such Real Property Lease Transferred DPC Companies or their Subsidiaries or the DPC Affiliates (in respect of the DPC Business) has received any written notice of that (i) any breach condemnation proceeding is pending or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination threatened with respect to any Real Property Lease. There exists no event thator (ii) any material zoning or building code, with notice ordinance, order or lapse of time, regulation is or both, would constitute a material breach or default will be violated by the Company continued maintenance, operation or use of any other party thereto, under any of the Real Property Leases. The Company is not a sublessor or grantor under any sublease buildings or other instrument granting to improvements on 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsordinary course consistent with past practice. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company does Companies do not own any real property. SCHEDULE 2.6(A)(I) to the Disclosure Letter sets forth a true and complete list of the real property and interests in real property leased by the Companies other than the LLC Leased Real Property (the "LEASED REAL PROPERTY" and each such lease, a "REAL PROPERTY Lease"), specifying: (1) the use made of each Leased Real Property, (2) the address of each Leased Real Property and (3) the owner of the leasehold interest for each Leased Real Property. SCHEDULE 2.6(A)(II) to the Disclosure Letter sets forth a true and complete list of the Real Property Leases with all amendments thereto. (b) Schedule 2.15(b) sets forth a trueThe LP has good and sufficient, correct valid fee simple and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating marketable title to the use and/or occupancy of such Leased Owned 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens other than Permitted Liens (as hereinafter defined) and the lien of Mellon Bank described in SCHEDULE 2.6(B) to the Disclosure Letter. Upon delivery to ESI of the deeds to the Owned Real Property, at the Closing, good and valid fee simple and marketable title to the Owned Real Property will pass to ESI, free and clear of any Liens, other than Permitted Liens. Liens and Liens created by ESI. Attached to SCHEDULE 2.6(b) to the Disclosure Letter are copies of currently issued title insurance commitments for the Owned Real Property ("TITLE COMMITMENTS"). Notwithstanding any provision herein to the contrary, ESI agrees that the LP will be deemed to have satisfied its obligations under this Section 2.6(b) to deliver title to the Owned Real Property by delivering title in satisfaction of the requirements of Schedules B-I of the Title Commitments and subject to the exceptions listed in the Schedules B-II of the Title Commitments, provided that exceptions 1-3, 5 (as to current charges), 6, 15 and 16 of Schedule B, Section II of the Title Commitment for the New Jersey Owned Real Property and exceptions 1-3 of Schedule B, Section II of the Title Commitment for the Pennsylvania Owned Real Property shall be removed as exceptions at or prior to Closing (the exceptions not subject to such removal requirement, the "EXCEPTIONS"). For purposes of this Agreement, the term "PERMITTED LIENS" shall mean (a) liens for taxes not yet due and payable, (b) the Exceptions, (c) The Company has delivered encumbrances that do not materially interfere with the use, operation or made available fair market value of the assets to Buyer truewhich they are subject or with the ownership of the Owned Real Property, 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 LP Owned Equipment 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 the assets owned by the Company or any other party theretoCompanies, 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 comprises all liens reflected in notice filings submitted by lessors of the real personal property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 party is required under any Real Property Lease as the result of the Transactions contemplated hereby or to keep such Real Property Lease liens described in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated hereby. (fSCHEDULE 2.6(B) 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 PropertyDisclosure Letter.

Real Property. (a) The Company does Schedule 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 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 own in default thereunder in any real propertymaterial 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 the owned WFSB Real Property or Post-Newsweek's interest in the leased WFSB Real Property. (b) Schedule 2.15(b) sets forth a truePost-Newsweek has good and marketable title to all of the WFSB Real Property owned by Post-Newsweek and used in the operation of WFSB, correct free and complete list clear of all real property liens of any nature whatsoever, except for Permitted Liens. Each of the leases affecting the material leased by the CompanyWFSB Real Property is a legal, whether as lessee or lessor (the “Leased Real Property”)valid and binding agreement of Post-Newsweek and, each Contract relating to the use and/or occupancy best of such Leased Real PropertyPost- Newsweek's knowledge, 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term 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 such Real Property Lease; and (iii) the current use under such Real Property Leasecreditors' rights or contractual obligations generally. The Company has a valid and enforceable leasehold Post-Newsweek's interest in all its Leased Real Property reflected as tenant in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased leased WFSB Real Property is free and clear of all liens of any nature whatsoever, except for Permitted Liens. Post-Newsweek has made available or delivered to Meredith a true and complete copy of any surveys, plans and maps i▇ ▇▇▇▇-▇ewsweek's possession relating to the owned WFSB Real Property and the leased WFSB Real Property. 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 agreement in which Post-Newsweek grants to any other 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) As of the date of this Agreement, to Post-Newsweek's knowledge, there are (i) 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 owned WFSB Real Property or leased WFSB Real Property, other than Permitted Liens. , (cii) The Company has delivered no improvements constructed or made available to Buyer true, complete and correct copies planned that would be paid for by means of all public assessments upon any owned WFSB Real Property Leases. Each or leased WFSB Real Property Lease is in full force and effect; all rents and additional rents due to date for which Post-Newsweek would be liable, or which would be a lien on each the owned WFSB Real Property Lease have been paid or leased WFSB Real Property, and neither the Company nor (iii) no completed, pending, threatened or contemplated condemnation proceeding affecting any other party to any such owned WFSB Real Property Lease has received notice or leased WFSB Real Property or any part thereof or of any breach sale or default nor repudiated any material provision thereof. The Company has not received a notice disposition of cancellation or termination with respect to any owned WFSB 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased WFSB Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation 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 owned WFSB Real Property or eminent domain proceedingsleased 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 asset would not result in a material monetary liability or have a material adverse effect on the business or operations of WFSB. (e) Except as set forth on Schedule 2.15(e)To Post-Newsweek's knowledge, no consent of any landlord or any all buildings, towers and other party is required under any improvements owned by Post-Newsweek included within the WFSB Real Property Lease as the result of the Transactions contemplated hereby or to keep such and any leased WFSB Real Property Lease are in full force working order for the purposes for which they are currently used by Post-Newsweek (ordinary wear and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated herebytear excepted). (f) All improvements necessary Each owned WFSB Real Property and each leased WFSB Real Property has access to a public right of way or is otherwise reasonably accessible for purposes of conducting the Business and constituting part use of such WFSB Real Property as presently conducted. The current use by Post-Newsweek of the Leased Real Property have been completed and the Company has not received any written notice that the Leased owned WFSB Real Property is not in compliance with applicable Law andzoning and land-use laws, to including, without limitation, the Knowledge applicable local comprehensive plan, except for noncompliance that would not have a material adverse effect on the business or operations 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 PropertyWFSB.

Real Property. (a) The Company does not own A list of each parcel of real property owned by Seller or any of the Seller Subsidiaries as of March 31, 1998 (other than real propertyproperty acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by Seller or a Seller Subsidiary for disposition as required by law is set forth in Schedule 2.08(a) under the heading "Owned Real Property" (such real property being herein referred to as the "Owned Real Property"). A list of each parcel of real property leased by Seller or any of the Seller Subsidiaries as of March 31, 1998 is also set forth in Schedule 2.08(a) under the heading "Leased Real Property" (such real property being herein referred to as the "Leased Real Property"). Seller shall update Schedule 2.08(a) within ten (10) days of acquiring any Owned Real Property or leasing any Leased Real Property after the date hereof. Collectively, the Owned Real Property and the Leased Real Property are herein referred to as the "Real Property." (b) Schedule 2.15(b) sets forth a true, correct and complete list There is no pending action involving Seller or any of all real property leased by the Company, whether Seller Subsidiaries as lessee to the title of or lessor (the “Leased right to use any of the Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer trueExcept as disclosed on Schedule 2.08(c), complete and correct copies as 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 March 31, 1998, neither the Company Seller 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 Seller Subsidiaries has any interest in any real property other than as described above in Section 2.08(a) except interests as a sublessor mortgagee, any real property acquired in foreclosure or grantor under in lieu of foreclosure and being held for disposition as required by law and property held by 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 PropertySeller Subsidiary in its capacity as trustee. (d) The Leased To the best knowledge of Seller, none of the buildings, structures or other improvements located on the Real Property comprises all encroaches upon or over any adjoining parcel of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property estate or any portion thereof easement or interest therein right-of-way or "setback" line and all such buildings, structures and improvements are located and constructed in the nature or in lieu of condemnation or eminent domain proceedingsconformity with all applicable zoning ordinances and building codes. (e) Except as set forth None of the buildings, structures or improvements located on Schedule 2.15(e), no consent the Owned Real Property are the subject of any landlord official complaint or notice by any other party governmental authority of violation of any applicable zoning ordinance or building code, and there is required under no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of Seller, threatened, with respect to any such building, structure or improvement. The Owned Real Property Lease as the result of the Transactions contemplated hereby or is in generally good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained in accordance with reasonable and prudent business practices applicable 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 herebylike facilities. (f) All improvements necessary for Except as may be reflected in the Business and constituting part Seller Financial Statements or with respect to such easements, Liens, defects or encumbrances as do not individually or in the aggregate materially adversely affect the use or value of the Leased parcel of Owned Real Property, Seller and the Seller Subsidiaries have, and at the Closing Date will have, good and marketable title to their respective Owned Real Properties. (g) Neither Seller nor any of the Seller Subsidiaries has caused or allowed the generation, treatment, storage, disposal or release at any Real Property have been completed of any Toxic Substance, except in accordance in all material respects with all applicable federal, state and the Company has not received local laws and regulations. "Toxic Substance" means any written notice hazardous, toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals liquids, semi-solids or solids, that the Leased are regulated under any federal, state or local statute, ordinance, rule, regulation or other law pertaining to environmental protection, contamination, quality, waste management or cleanup. There are no underground storage tanks located on, in or under any Owned 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.

Real Property. (a) The Company does not own 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 real propertycurrent 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 with respect to the Cheswick Facility have heretofore been made available to Buyer. (b) Schedule 2.15(bThe Mount Pleasant Facility is leased to Seller pursuant to the Mount Pleasant Lease, a copy of which has previously been made available to Buyer. Other than with respect to the Mount Pleasant Lease and except as set forth in Section 3.8(b) sets forth a trueof the Disclosure Schedule, correct and complete list of all there are no other material real property leased by the Company, whether as leases under which Seller is a lessee or lessor (the “Leased Real Property”), each Contract relating and that relate exclusively 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted LiensPurchased Assets. (c) The Company has delivered or Except as set forth in Section 3.8(c) of the Disclosure Schedule, all improvements at the Cheswick Facility and the Mount Pleasant Facility are in material compliance with all Laws, including those pertaining to zoning and building. Except as revealed in the survey of the Cheswick Facility previously made available to Buyer trueand as set forth in Section 3.8(c) of the Disclosure Schedule, 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 no part of any breach improvement encroaches on any real property not included in the Cheswick Facility, and there are no buildings, structures, fixtures or default nor repudiated other improvements situated on adjoining property which encroach on any material provision thereof. The Company has not received a notice part of cancellation or termination with respect to any Real Property Leasethe Cheswick Facility. There exists are no event that, with notice or lapse of time, or both, would constitute a material breach or default by encroachments that materially affect Seller's operations at 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 PropertyMount Pleasant Facility. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 Seller has not received any written notice that the Leased Real Property is not in compliance with applicable Law and, of any pending or threatened condemnation proceedings relating to the Knowledge of Cheswick Facility or 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 PropertyMount Pleasant Facility.

Real Property. (a) The Company does not own Seller owns or has the right to exclusively occupy and use all the Real Property, including the Real Property which is owned in fee by Seller and constitutes part of the Transferred Assets (the “Owned Real Property”) and the Real Property leased to Seller pursuant to any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor Assigned Contracts (the “Leased Real Property”). Seller has good and marketable fee simple title to all the Owned Real Property, each Contract relating and to all buildings, structures and other improvements thereon and all fixtures thereto. (b) All agreements included within the use and/or occupancy Assigned Contracts which relate to or provide leases, easements, rights of such 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, 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 conditions precedent to the obligation of Seller to take possession and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant continue to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in occupy all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Datehave been fulfilled. All Leased of the Owned Real Property is free from any material use or occupancy restrictions, except those imposed by applicable zoning laws, ordinances and clear of regulations, and from all Liensspecial taxes or assessments, except those generally applicable to other than Permitted Liens. (c) The Company has properties in the tax districts in which such Owned Real Property is located. No options have been granted to others to purchase, lease or otherwise acquire any interest in the Owned Real Property. On or before to the Disclosure Delivery Deadline, Seller shall have delivered or made available to Buyer true, complete true and correct copies of all deeds, mortgages, title insurance policies, land surveys and other documents relating to or affecting the title to the Owned Real Property Leases. Each (collectively, the “Owned Real Property Lease Title Documents”), and all of the same are identified on Schedule 2.8(b). No condemnation proceeding is in full force and effect; all rents and additional rents due pending or, to date on each Real Property Lease have been paid and neither Seller’s Knowledge, threatened which would impair the Company nor any other party to any such Real Property Lease has received notice occupancy, use or value 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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.

Real Property. All real property (a) The Company does not own any including, without limitation, all interests in and rights to real property. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property improvements located thereon which are owned or leased by Seller (or Optometrists) and used in connection with the Company, whether as lessee Practice or lessor included in the Non-Optometric Assets (the “Leased "Real Property”)") are listed in the Disclosure Schedule. To the best of Seller's knowledge, each Contract the use and operation of the Real Property is in compliance in all material respects with all applicable building code, environmental, zoning and land use laws, and other applicable local, state and federal laws and regulations, including, without limitation, those laws and regulations relating to the use and/or occupancy generation, transportation, storage and disposal of such Leased medical waste. To the best of Seller's knowledge, no portion of the Real PropertyProperty is the subject of, including all leasesor affected by, subleases, agreements to lease any condemnation or eminent domain proceeding or any covenant or other occupancy agreements (written restriction preventing or oral) entered into by limiting Seller's right to convey right, title and interest in the Company, including all amendments thereto Real Property or to use the Real Property for the various purposes for which the Real Property is currently being used. Each lease with respect to the Real Property (the “"Real Property Leases”)") described on the Disclosure Schedule is in full force and effect and has not been assigned, and any lease guaranteesmodified, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating theretosupplemented or amended. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) Neither Seller nor the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each any 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 material default of the Company nor any other party to terms of any such Real Property Lease has received notice lease and, to Seller's knowledge, no circumstances or state 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 thatfacts currently exist which, with the giving of notice or lapse the passage of time, time or both, both would constitute a material breach or default by permit 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 party is required under any Real Property Lease as to terminate such lease. Seller (and Optometrists, where applicable), shall, after Closing, upon the result request of Vision 21, assign its rights under any Real Property Lease specified by Vision 21, and will along with Vision 21, use its best efforts to secure all required consents from the Transactions contemplated hereby or respective landlords to keep such assignments. To this end, Seller and Optometrists, where applicable, agrees after Closing, upon request of Vision 21, to deliver to Vision 21, Lease Assignments executed by Seller with regard to such Real Property Lease in full force and effect after Leases which Vision 21 may request. Vision 21 shall use its best efforts to obtain the execution and delivery release of this Agreement and the consummation any personal guarantees of the Transactions contemplated hereby. (f) All improvements necessary for the Business and constituting part of the Leased such Real Property have been completed and Leases made by the Company has Optometrists; provided, however, such efforts shall not received include any written notice payments by Vision 21 of material amounts to the landlords thereunder although such best efforts shall be limited in those instances as may be agreed to by the Parties. To the best of Seller's knowledge, no circumstances or state of facts currently exist, which would indicate that the Leased any landlord under any Real Property is not in compliance Lease will be unwilling to render such consent. After Closing, Seller shall comply with applicable Law and, all lease terms and shall renew all leases as they become subject 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 Propertyrenewal unless Vision 21 requests otherwise.

Real Property. (a) The Company does not own No LCV Entity owns, or has owned, any real propertyproperty or is bound by any Contract, or has any Liabilities, with respect to the purchase or sale of any real property or the ownership of any real property prior to the Agreement Date. (b) Schedule 2.15(bSection 3.20(b) of the LCV Disclosure Schedules sets forth a truecomplete list, correct and complete list including an address of all each leasehold or subleasehold estate or other right to use or occupy any interest in real property leased held by the Company, whether as lessee or lessor any LCV Entity (the “Leased Real Property”)) and the Real Property Leases (including all amendments, each Contract guaranties and other agreements with respect thereto) relating to the use and/or occupancy of each such Leased Real Property. With respect to each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord relevant LCV Entity’s possession and quiet enjoyment under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 applicable Real Property Lease has received notice not been disturbed, and nor does LCV have Knowledge of any breach or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination disputes with respect to any Real Property Lease, (ii) no LCV Entity has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof, or collaterally assigned or granted any security interest in such Leased Real Property or any interest therein and (iii) there are no special, general or other assessments pending against any LCV Entity or affecting any Leased Real Property that would be payable by the lessee thereof. There exists No LCV Entity nor any other party to a Real Property Lease is or has been in breach or default under such Real Property Lease, and no event thathas occurred or circumstance exists which, with notice or lapse the delivery of timenotice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification, or acceleration or increase of rent under such Real Property Lease. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach or default by the Company or any other party thereto, under any of the Real Property LeasesLease which has not been redeposited in full. The Company is not a sublessor No LCV Entity owes, or grantor under will owe in the future, any sublease brokerage commissions or other instrument granting finder’s fees with respect to any other Person any right to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real PropertyProperty Lease. (dc) The Leased Real Property comprises all of the real property that is used or intended to be used in, in or otherwise related toto the businesses of the LCV Entities. To the Knowledge of LCV, all buildings, structures, improvements, fixtures, building systems (including HVAC, electrical, plumbing and sewer systems) and equipment, and all components thereof, included in the BusinessLeased Real Property (collectively, “Improvements”) are in good condition and repair and are sufficient for the operation of the businesses of the LCV Entities as currently conducted. To the Knowledge of LCV, there are no structural deficiencies or latent defects affecting any of the Improvements and, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business conducted thereon. No LCV Entity has received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Leased Real Property or requesting the performance of any work or alteration with respect to any Leased Real Property. To the Knowledge of LCV, there is no pending or threatened condemnation, expropriation or other governmental taking of any part or interest in any Leased Real Property. The current and intended use and operation occupancy of the Leased Real Property in and the conduct operation of the Business does LCV Entities’ businesses as currently conducted do not violate in any material respect any Lawapplicable zoning law, easement, covenant, condition, restriction, easement, license, Permit restriction or Contractsimilar provision in any instrument of record affecting the Leased Real Property. To the Knowledge of the CompanyLCV, there are no material Actions pending nor threatened against fact or affecting the Leased Real Property or any portion thereof or interest therein condition exists that could result in the nature termination or impairment of presently available access from adjoining public or private streets or ways or in lieu the discontinuation of condemnation presently available sewer, water, electric, gas, telephone or eminent domain proceedings. (e) Except as set forth on Schedule 2.15(e), no consent of other utilities or services for any landlord or any other 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.

Real Property. (a) The Company does not own Seller has good and marketable title to each parcel of the Owned Real Property free and clear of any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating Lien except for Permitted Liens. With respect 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company Seller has a good and valid and enforceable leasehold interest in all its such Leased Real Property reflected in on and subject to the Financial Statements terms of the Banking Center Lease, it being understood that Seller makes no representations or acquired after warranties about matters affecting the Recent Balance Sheet Date. All respective landlords’ fee title to the Leased Real Property is free Property. There are no tenants or other parties claiming by, through or under Seller that have a possessory right in and clear of all Liens, other than Permitted Liens. (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 space in respect of any breach or default nor repudiated any material provision thereofof the Real Property. The Company has There does not received a notice of cancellation or termination exist with respect to any Real Property Seller’s obligations under the Banking Center Lease. There exists no event that, or, to Seller’s Knowledge, with respect to the obligations of the landlord thereunder, any default, or event or condition which constitutes or, after notice or lapse passage of time, time or both, would constitute a material breach default, on the part of Seller or default the landlord under such Lease. Seller is not in arrears on any rent or other charges payable by Seller under the Company Banking Center Lease. To Seller’s Knowledge, Schedule 5.10(a) contains a floor plan and sketch accurately depicting the location of the Leased Real Property, including the interior office space, the Main Street side walk-up ATM, the exterior rear canopied area and three drive-thru banking lanes and the 13 parking spaces allocated to Seller as tenant. (b) To Seller's Knowledge, there are no condemnation proceedings pending or any other party thereto, under threatened in writing against 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. (dc) The Leased To Seller's Knowledge, the Real Property comprises all is not subject to any claim, demand, suit, proceeding or litigation of any kind, whether pending or threatened, which would affect or limit Purchaser's use and enjoyment of the real property used or intended to be used in, or otherwise related to, Real Property. Without limiting the Business. The use and operation generality of the Leased Real Property in the conduct of the Business does not violate in any material respect any Lawforegoing, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 Seller has not received any written notice that of any violation of zoning laws, building or fire codes or other statutes, ordinances, or regulations or of restrictive covenants relating to the Leased use or operation of the Real Property which has not been corrected and, if required, accepted in writing by the applicable Governmental Entity. (d) There are no unpaid assessments in connection with the Real Property. (e) To Seller's Knowledge, (i) there are no material structural deficiencies in any buildings located upon the Owned Real Property; and (ii) no building or other improvement located on the Real Property is dependent for its access, operation or utility in the business of Seller as currently operated on any land, building or other improvement not included in compliance with applicable Law andthe Real Property; and (iii) all water, sewer, gas, electric, telephone, cable, drainage and other utility equipment, facilities and services required for the use, operation and maintenance of the Real Property are adequate for the current operation of the Real Property. Seller has not received written notice that the use of the Real Property violates any zoning laws, building or fire codes or other instrument of record affecting the Real Property. (f) Seller has delivered to Purchaser a copy of all contracts regarding the Real Property, including the Banking Center Lease. (g) Seller has delivered to Purchaser copies of all licenses, franchises, permits and other authorizations (including certificates of occupancy, if applicable) that are material to the Knowledge current use, occupancy, and operation of the CompanyReal Property and that are in Seller’s possession; (h) With respect to the Real Property, there are presently in effect all Permits required by Law. The Company Seller has not received any written notice that there does not exist at least (which remains outstanding) from a Governmental Entity or other party alleging the minimum access required by applicable subdivision existence of a defect or similar Law deficiency with respect to the Leased roofs thereon, and any mechanical system (including, without limitation, all HVAC, plumbing, electrical, elevator, security, utility, sprinkler and safety systems) therein; and (i) There has been no casualty damage affecting all or any material portion of the owned Real Property or the leased Real Property which has not been restored except for any damage for which either adequate insurance proceeds will be transferred to Purchaser at Closing, with Seller being responsible for deductibles or, in the case of the leased Real Property, the landlord under the Lease is responsible to restore under the terms of such Lease and which damage has been disclosed to Purchaser.

Real Property. (a) The Company does Sellers do not own now own, nor have they ever owned, any real property. (b) Schedule 2.15(b2.9(b) sets forth a true, correct and complete list lists as of the date of this Agreement all Real Property Leases. The real property leased by described on Schedule 2.9(b) is referred to as the Company, whether as lessee or lessor (the “"Leased Real Property”), each Contract relating ." Copies of all written (and summaries of all oral) Real Property Leases have been provided to Buyer prior to the use and/or occupancy date 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensthis Agreement. (c) The Company has delivered or made available to Buyer trueLeased Real Properties and their condition are suitable for their current use by Sellers and in the conduct of the Business. (d) All buildings, complete structures, improvements, fixtures, building systems and correct copies of equipment, and all components thereof, included in the Leased Real Property Leases. Each are in good condition, ordinary wear and tear excepted and are suitable for their current use and in the conduct of the Business. (e) There are adequate sanitary and storm sewer, public water, gas, electrical, telephone and other utilities and facilities at each of the Leased Real Property Lease is in full force Properties, and effect; all rents and additional rents due to date on each Real Property Lease Sellers have been paid and neither the Company nor not received notice from any other party provider of such services of any changes required to any facilities used in connection with such Real Property Lease has received notice utilities. Sellers have no Knowledge of any breach pending or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation threatened moratoriums or termination with respect restrictions that are reasonably likely to any Real Property Lease. There exists no event that, with notice adversely affect the cost 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 availability of any leased or subleased public utilities. (f) Sellers enjoy peaceful and undisturbed possession of each Leased Real Property. (dg) The Leased Real Property comprises all of the real property used or intended to be used inThere are no pending condemnation, eminent domain, or otherwise related to, the Business. The use and operation any other taking by public authority with or without payment of consideration therefor or similar actions with respect to any of the Leased Real Property in Properties, nor has any notice of such a proposed condemnation been received by Sellers or by the Interest/Share Holders. (h) Sellers have the right to conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the each Leased Real Property or any portion thereof or interest therein in for the nature or in lieu remaining term of condemnation or eminent domain proceedingsthe applicable Real Property Lease. (ei) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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 With respect to the Leased Real Property, all options to renew, rights of first offer and rights of first refusal exercisable prior to the date of this Agreement have been properly exercised. (j) Prior to the date of this Agreement, Sellers have delivered to Buyer copies of all subleases (collectively, the "Subleases") entered into by Sellers (all of which are listed on Schedule 2.9(j)). All Real Property Leases and Subleases are, and have been for the terms thereof, in good standing and in full force and effect, and all necessary consents with respect thereto have been obtained.

Real Property. (a) Section 4.10(a) of the Parent Disclosure Schedule lists all of the real property and interests therein owned by any Acquired Entity (with all easements and other rights appurtenant to such property, the “Owned Real Property”) and, relative to each such property or interest, the Acquired Entity that owns it. The Company does not own applicable Acquired Entity holds fee simple title to each applicable parcel of Owned Real Property, free and clear of any real propertyLiens, except Permitted Liens. (b) Section 4.10(b) of the Parent Disclosure Schedule 2.15(b) sets forth a true, correct and complete list lists all of all the material real property and interests therein leased or subleased by the Company, whether as lessee or lessor any Acquired Entity (the “Leased Real Property”), . For each Contract relating to the use and/or occupancy item of such Leased Real Property, including all leases, subleases, agreements to Section 4.10(b) of the Parent Disclosure Schedule lists the lease or other occupancy agreements (written or oral) entered into by the Companysublease, 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and which the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has applicable Acquired Entity holds a valid and enforceable leasehold possessory interest in all its the Leased Real Property reflected in and all material amendments, renewals, or extensions thereto (each, a “Lease”). To the Financial Statements or acquired after the Recent Balance Sheet DateParent’s Knowledge, each Lease is valid and binding. All The leasehold interest of an Acquired Entity with respect to each item of Leased Real Property is held free and clear of all any Liens, other than except Permitted Liens. Except as set forth on Section 4.10(b) of the Parent Disclosure Schedule, no Acquired Entity is a sublessor of, and has not assigned any Lease covering, any portion of the Leased Real Property. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Owned 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property (collectively, the “Real Property”) constitute all material interests in real property currently owned or leased in connection with the conduct Business. No Acquired Entity has received written notice that the location, construction, occupancy, operation or use of the Business does not violate in buildings located on the Real Property violates any material respect any Law, covenant, condition, restriction, easement, license, Permit restrictive covenant or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened deed restriction recorded against or affecting the Leased such Real Property or any portion thereof other Laws, except for such violations which would not reasonably be expected to, individually or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsaggregate, have a Material Adverse Effect. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company does NYSE Companies do not own any real propertyproperty that is primarily used in the Transferred Operations. (b) Except as described in Section 3.14(b) of the Disclosure Schedule, none of the NYSE Companies has received any notice of any material violation of any Law (including any building, planning or zoning law) relating to any of the Leased Real Property. NYSE Regulation has made available to NASD true, legible and complete copies of the lease for each Leased Real Property, together with all amendments, modifications, supplements, exhibits, schedules, side letters, addenda and restatements thereto and thereof. Except as described in Section 3.14(b) of the Disclosure Schedule, the NYSE Companies are in peaceful and undisturbed possession of each Leased Real Property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used. To NYSE’s Knowledge, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property. The NYSE Companies have not leased any portion of the Leased Real Property to any other Person and, to NYSE’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, license, occupancy or other agreement, nor has any of the NYSE Companies assigned its interest under any lease for any of the Leased Real Property to any third party. (c) Section 3.14(c) of the Disclosure Schedule 2.15(b) sets forth a true, correct true and complete list of all real property leased by the Company, whether as lessee or lessor (the “leases for each Leased Real Property”). With respect to each such lease, each Contract relating to the use and/or occupancy NYSE Companies have not exercised or given any notice of exercise of, nor has any lessor or landlord exercised or received any notice of exercise by a lessor or landlord of, any option, right of first offer or right of first refusal contained in any such Leased Real Propertylease, including all leasesany such option or right pertaining to purchase, subleasesexpansion, agreements to lease renewal, extension or other occupancy agreements (written or oral) entered into by relocation that affect 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens(collectively, other than Permitted Liens“Options”). (cd) The Company has delivered There are no condemnation proceedings 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 eminent domain proceedings of any breach or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect kind pending or, to any Real Property Lease. There exists no event thatNYSE’s Knowledge, with notice or lapse of time, or both, would constitute a material breach or default by threatened against 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. (di) The To NYSE’s Knowledge, all the Leased Real Property comprises all is occupied under a valid and current certificate of occupancy or similar permit and (ii) the transactions contemplated by this Agreement and the Ancillary Agreements will not require the issuance of any new or amended certificate of occupancy. (f) To NYSE’s Knowledge, any improvements thereon constructed by or on behalf of the real property used lessor thereunder, any NYSE Company or intended to be used inany other Person, were constructed in compliance with all applicable Laws (including any building, planning or otherwise related tozoning Laws) affecting such Leased Real Property, the Business. and do not violate or encroach upon any Encumbrances or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances. (g) The use and operation rental set forth in each lease of the Leased Real Property in is the conduct of the Business does not violate in any material respect any Lawactual rental being paid, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, and there are no material Actions pending nor threatened against separate agreements or 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 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 understandings with applicable Law and, respect 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 Propertysame.

Real Property. (a) Section 4.16 of the Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by the Company or any of its Subsidiaries (each an “Owned Real Property”) and leased by the Company or any of its Subsidiaries (each a “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company does not own any real propertyand each of its Subsidiaries enjoy Stock Purchase Agreement – Averna/▇▇▇▇▇▇▇ Electronics 33 peaceful and undisturbed possession of each Owned Real Property and Leased Real Property. Copies of all Leased Real Property leases have been made available to the Buyer. (b) Schedule 2.15(b) sets forth a trueThe Company and each of its Subsidiaries has good and marketable title to, correct and complete list or in the case of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”)Property and leased tangible assets, each Contract relating to the use and/or occupancy valid leasehold interests in, all 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected used in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is conduct of its business and, all such property and assets, are free and clear of all Liens, other than except for Permitted LiensLiens and as set forth in Section 4.16 of the Disclosure Schedule. (c) The Company has delivered All rent to be paid and other payments required to be made pursuant to the Leased Real Property leases have been duly paid or made available to Buyer truedate, 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 any notice that it is in default in meeting its obligations under any of cancellation or termination with respect to any the Leased Real Property Leaseleases. There exists no event thatTo the Company’s Knowledge, with notice or lapse none of time, or both, would constitute a material breach or the lessors under any of the Leased Real Property leases is in default by the Company or in meeting any other party thereto, of its obligations 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 comprises all of To the real property used or intended to be used inCompany’s Knowledge, or otherwise related to, the Business. The use and operation each of the Leased Real Property in leases covers the conduct entire estate it purports to cover. Following Closing, for Real Property Leases pursuant to which a member of the Business does not violate in any material respect any LawGroup is a lessee, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein leases will continue to entitle such member of the Group to the use, occupancy and possession of the Leased Property specified in the nature or in lieu of condemnation or eminent domain proceedingsLeased Real Property leases for the purposes for which such property is currently used. (e) Except as set forth on Schedule 2.15(e)The heating, no consent of any landlord or any other party is required under any ventilating, plumbing, drainage, electrical and air conditioning systems used in the Owned 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’s Knowledge, 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, are in working order and free of material defect, except for ordinary, routine maintenance and repairs.

Real Property. (a) Section 3.12(a) of the Company Disclosure Schedule lists the street address and current owner of each parcel of real property in which the Company has fee title (or substantial equivalent) interest (the “Owned Real Property”). Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, the current owner has good and marketable title in fee simple to each parcel of Owned Real Property, free and clear of any Encumbrances. The Company does not own any real propertyhas made available to the Purchaser accurate and complete ▇▇▇▇▇ of all documents granting a right in or relating to the Owned Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Owned Real Property. (b) Section 3.12(b) of the Company Disclosure Schedule 2.15(b) sets forth a true, correct an accurate and complete list description (by subject leased real property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all real property leased by in which the CompanyCompany has a leasehold or subleasehold estate or other right to use or occupy (collectively, whether as lessee or lessor (the “Leased Real Property”), each Contract . The Company has made available to the Purchaser accurate and complete copies of all leases and other Contracts granting a right in or relating to the use and/or occupancy of such Leased Real Property and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Leased Real Property. The Company holds valid leasehold interests in its 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensany Encumbrances. (c) The Company has delivered All fees and expenses in respect of the procurement, registration, renewal or made available to Buyer true, complete and correct copies confirmation of all the Company’s rights in the Owned Real Property Leases. Each and Leased Real Property Lease is in full force and effect; all rents and additional rents due to date on each (including, but not limited to, land use rights grant fees) have been fully paid. (d) Use of the Owned Real Property Lease have been paid and neither the Company nor any other party to any such Leased Real Property Lease has received notice for the various purposes for which it is presently being used is permitted as of any breach right under applicable zoning Laws and is not subject to “permitted non-conforming” use or default nor repudiated any material provision thereofstructure classifications. The Company has not received a notice of cancellation or termination with respect to any All buildings, fixtures and other improvements, including the roof, foundation and floors and the heating, ventilation, air conditioning, mechanical, electrical and other building systems, located on the Owned 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 Leased Real Property Leases. The Company is not (collectively, the “Improvements”) are in compliance with all applicable Laws in all material respects, including those pertaining to health and safety, zoning, building and the disabled. (e) There are no outstanding written claims, disputes, complaints, written notices or orders from a sublessor Governmental Authority or grantor under any sublease Proceedings relating to or other instrument granting to any other Person any right to affecting the possession, lease, occupancy Owned Real Property or enjoyment of any leased or subleased the Leased Real Property. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (ef) Except as set forth on Schedule 2.15(e)in Section 3.12(f) of the Company Disclosure Schedule, no consent Person other than the Company is in possession of any landlord or any other party is required under any portion of the Owned Real Property Lease as or Leased Real Property. The Company has not granted to any Person the result right to use or occupy any portion of any parcel of the Transactions contemplated hereby or to keep such Owned 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 or Leased Real Property have been completed Property, and the Company has not received notice of any written notice that claim of any Person to the contrary. (g) The Improvements are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, are suitable for the purposes for which they are being used and planned to be used by the Company and have been maintained in accordance with normal industry practice. The Owned Real Property and Leased Real Property is not constitutes all such property used in compliance with applicable Law and, or necessary to conduct the Knowledge businesses of the Company as conducted and as planned to be conducted by 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.

Real Property. (a) The Company does not own 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 any real propertySubsidiary 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 any of its Subsidiaries is entitled to receive 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 of 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) Section 3.12(b) of the A/N Disclosure Schedule 2.15(b) sets forth a list that is true, correct complete and accurate in all material respects as of the date of this Agreement of the Bengal Leases. As of the date hereof, neither Bengal nor any of its Subsidiaries has exercised any option or right to terminate, renew or extend the term of any such Bengal Lease, except to the extent provided in such Bengal Lease. True and complete list copies of all real property leased by the Company, whether as lessee or lessor such Bengal Leases have been made available to Cheetah. (the “Leased Real Property”), c) Each of Bengal and each 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 2.15(b) also lists Subsidiary thereof that (i) the street address owns a fee interest in a parcel of each Bengal Owned Real Property Lease; (iihas good and marketable title thereto) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, Encumbrances other than Permitted Liens. Encumbrances or (cii) The Company leases Bengal Leased Real Property pursuant to a Bengal Lease has delivered or made available a valid leasehold interest therein (subject to Buyer true, complete expiration of such Bengal Lease in accordance with its terms) free and correct copies clear of all Real Property Leases. Each Real Property Lease is Encumbrances other than Permitted Encumbrances, except, in full force the case of each of clauses (i) or (ii), to the extent that the failure to have such good and effect; all rents and additional rents due to date on each Real Property Lease have been paid and neither marketable title or valid leasehold interest, as 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 bothcase may be, would constitute not, individually or in the aggregate, reasonably be expected to have 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 PropertyBengal Material Adverse Effect. (d) The Leased 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 comprises all of the real property used or intended or, to be used in, or otherwise related toBengal’s Knowledge, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting 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 thereof or interest therein of the Bengal Owned Real Property or, to Bengal’s Knowledge, the Bengal Leased Real Property, except in the nature or in lieu case of condemnation or eminent domain proceedings. each of clauses (ei) Except as set forth on Schedule 2.15(eand (ii), no consent of any landlord or any other 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 extent such proceedings would not, individually or in the Companyaggregate, 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 reasonably be expected to the Leased Real Propertyhave a Bengal Material Adverse Effect.

Real Property. The Real Property Schedule lists all of the Real Property (a) The Company does not own any real property. owned or leased by Seller and (b) Schedule 2.15(b) owned or leased by one of the Subsidiaries and used or held for use in the operation of the Business as it is currently being operated, including all easements, rights of way, and other appurtenant rights, and, as to Owned Real Property (defined below), sets forth a trueall easements, correct covenants, restrictions and complete list other matters of all real property leased by record in the Company, whether as lessee or lessor (official public records of the “Leased county in which any Real Property”), Property is located. As to each Contract relating to the use and/or occupancy particular parcel 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property LeaseSchedule identifies the entity owning or leasing the parcel. Seller or one of the Subsidiaries has good and indefeasible title to each parcel of Real Property listed on Part A of the Real Property Schedule (collectively, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii"OWNED REAL PROPERTY") the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liensmortgages, liens, deeds of trust, security interests or other than Permitted Liens. encumbrances (cincluding without limitation third party leases or subleases, easements and rights of way), except (a) The Company has delivered liens for Taxes and general and special assessments not yet due and payable or made available to Buyer truebeing contested in good faith by appropriate proceedings, complete or (b) such imperfections of title, easements, restrictions and correct copies encumbrances which are described in Part A of all the Real Property Leases. Each Schedule and which do not materially interfere with the present use of any of the Owned Real Property Lease is or otherwise impair the operations of the Business in any material respect. Except as otherwise set forth in Part B of the Real Property Schedule, Seller or one of the Subsidiaries holds by valid and outstanding lease or sublease each Real Property interest listed on Part B of the Real Property Schedule (collectively, the "LEASED REAL PROPERTY"). The leases and subleases identified in Part B of the Real Property Schedule are in full force and effect; all rents and additional rents due to date on each Real Property Lease have been paid effect and neither Seller nor the Company nor any other party to any such Real Property Lease Subsidiaries has received written notice of any breach default thereunder, or default nor repudiated has knowledge of any material provision thereof. The Company has not received a notice of cancellation condition, event or termination with respect to any Real Property Lease. There exists no event that, circumstance which with notice or lapse of time, or both, would constitute a material breach or default by thereunder. Seller's and the Company or any other party thereto, under any of Subsidiaries' activities on the Owned 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 andzoning regulations and Seller is not aware of any proposed changes in applicable zoning regulations that would materially adversely affect such activities. Except as specifically set forth herein, the Real Property will be conveyed to the Knowledge of the CompanyPurchaser "AS IS, 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 PropertyWHERE IS" and "WITH ALL FAULTS."

Real Property. (a) The Company does not own Schedule 4.11(a) sets forth all real property owned by Seller and used in connection with the Manufacturing Facilities. Seller has indefeasible fee simple title to the Purchased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances. To Seller’s Knowledge, there is no Person other than Seller in possession of any real propertyportion of the Purchased Real Property. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee There are no surface or lessor (the “Leased Real Property”), each Contract relating to the use and/or occupancy of such Leased Real Property, including all building leases, subleases, agreements to lease ground leases, mineral leases or other occupancy agreements (written or oraland an accurate legal description of the lands covered thereby) 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Leasewhich Seller leases, and subleases, uses or occupies real property in connection with the expiration Louisiana Facility. Seller is not a landlord, lessor or sublessor of any of the term of such Purchased Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted LiensProperty. (c) The Company Seller has delivered or made available full right and authority to Buyer trueuse and operate any and all of the improvements located on the Purchased Real Property, complete subject to applicable Laws and correct copies of all the Permitted Encumbrances. To Seller’s Knowledge, the Purchased Real Property Leasesis being used, occupied, and maintained in all material respects by Seller in accordance with all applicable easements, contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. Each 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 Lease is 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; 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 is no event thatpending or, with notice to Seller’s Knowledge, threatened condemnation, eminent domain or lapse of time, similar proceeding or both, would constitute a material breach or default by the Company or any other party thereto, under special assessment affecting 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 Purchased Real Property, nor has Seller received notification that any such proceeding or assessment is contemplated. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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(e4.11(d), no consent 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 any landlord or any other party is required under any Real Property Lease Business and remains as the result of the Transactions contemplated hereby or to keep date hereof in suitable and adequate condition for such Real Property Lease in full force and effect after the execution and delivery of this Agreement and continued use. Upon the consummation of the Transactions transactions contemplated herebyby 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) All improvements necessary for Seller has furnished Buyer with true and complete copies of all deeds and leases in their possession relating to the Business and constituting part of the Leased Purchased Real Property have been completed and the Company Property. (g) Seller has not received any written notice that of existing, pending or threatened (i) condemnation proceedings affecting the Leased 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 ability to operate the Purchased Real Property is not in compliance with applicable Law and, to as currently operated. Neither the Knowledge whole nor any material portion of the Company, there are presently in effect all Permits required any Purchased Real Property has been damaged or destroyed by Law. The Company has not received any written notice that there does not exist at least the minimum access required by applicable subdivision fire or similar Law to the Leased Real Propertyother casualty.

Real Property. (a) The Company Seller does not own any real property. (b) Schedule 2.15(b3.12(b) sets forth a true, correct and complete list lists all of all the real property leased and interests therein leased, subleased or otherwise occupied or used by the CompanySeller (with all easements and other rights appurtenant to such property, whether as lessee or lessor (the “Leased Real Property”), . For each Contract relating to the use and/or occupancy item 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 2.15(b3.12(b) also lists (i) the street address of each Real Property Lease; (ii) lessor, the landlord under 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 Real Property and all amendments, renewals or extensions thereto (each, a “Lease”). Except as set forth on Schedule 3.12(b), the rent currently being paid pursuant leasehold interest of the Seller with respect to each Real Property Lease, and the expiration item of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liensany Encumbrances, except Permitted Encumbrances. The Seller is not a sublessor of, and has not assigned any lease covering, any item of Real Property. All leasing commissions or other than Permitted Liensbrokerage fees due from or payable by the Seller with respect to any Lease have been paid in full. (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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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(e3.12(c), no consent of any landlord or any other party is required under any the Real Property Lease as constitutes all interests in real property currently used in connection with 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 Business. The Real Property is not subject to any rights of way, building use restrictions, title exceptions, variances, reservations or limitations of any kind or nature, except (i) those that in compliance the aggregate do not impair the current use or occupancy of the Real Property, (ii) 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, all buildings, plants, structures and other improvements owned or used by the Seller lie wholly within the boundaries of the Real Property and do not encroach upon the property, or otherwise conflict with applicable Law andthe property rights, of any other Person. Except as set forth in Schedule 3.12(c), to the Knowledge of the CompanySeller, there are presently in effect the Real Property complies with all Permits required by Law. The Company Laws, including zoning requirements, and the Seller has not received any written notice that there does not exist at least the minimum access required by applicable subdivision notifications from any Governmental Body, landlord or similar Law insurance company recommending improvements to the Leased Real Property or any other actions relative to the Real Property. 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) The Company Seller does not own any real property. (bReal Property. The leased Real Property set forth on Schedule 5.4(a) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased is the only Real Property occupied or used by the Company, whether as lessee or lessor Seller (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company Seller has delivered or made available to Buyer true, Purchaser 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of existing leases for the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings(“Leases”). (eb) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.5.4(b): (fi) All improvements necessary for to the Business knowledge of Seller, Seller has obtained all licenses, permits, building permits and constituting part occupancy permits that are required to be obtained by Seller (and not by any landlord) by the Legal Requirements to permit the use and occupancy of the Leased Real Property have as presently used by Seller in connection with the Business; (ii) Seller has no Knowledge (limited to actual knowledge without any additional reasonable inquiry) of any outstanding variances or special use permits affecting the Leased Real Property or its uses; (iii) no written notice of a violation of any Legal Requirements, or of any covenant, condition, easement, or restriction affecting the Leased Real Property or relating to its use or occupancy has been completed received by Seller; (iv) utility service or systems for the Leased Real Property are currently operational and sufficient for the Company operation of Seller’s business as currently conducted thereon; (v) Seller has not received any written notice since January 1, 2010, that there are any present assessments for improvements made or contemplated to be made by any public or private authority, the costs of which are to be assessed as special taxes or charges against the Leased Real Property is not in compliance with applicable Law Property; and, to the Knowledge of the Company, there are presently in effect all Permits required by Law. The Company (vi) Seller has not received any written notice that there does not exist at least of any outstanding requirements or recommendations by the minimum access required insurance companies who issued the insurance policies insuring the Leased Real Property, or by applicable subdivision any board of fire underwriters or other body exercising similar Law functions requiring or recommending any repairs or work to be done on the Leased Real Property.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete A list of all the locations of each parcel of real property owned by IALB or any Subsidiary (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by IALB or the Bank for disposition as required by law) is set forth in the IALB Disclosure Letter under the heading of “IALB Owned Real Property” (such real property being herein referred to as the “IALB Owned Real Property”). A list of the locations of each parcel of real property leased by IALB or any Subsidiary is also set forth in the Company, whether IALB Disclosure Letter under the heading of “IALB Leased Real Property” (such real property being herein referred to as lessee or lessor (the “IALB Leased Real Property”). IALB shall update the IALB Disclosure Letter within ten (10) days after acquiring or leasing any real property after the date hereof. Collectively, each Contract relating the IALB Owned Real Property and the IALB Leased Real Property are herein referred to as the “IALB Real Property.” (b) There is no pending action involving IALB or any Subsidiary as to the title of or the right to use and/or any of the IALB Real Property. (c) Other than the IALB Owned Real Property, neither IALB nor any Subsidiary has any interest in any other real property except interests as a mortgagee, and except for any real property acquired in foreclosure or in lieu of foreclosure and being held for disposition as required by law. (d) None of the buildings, structures or other improvements located on the IALB Real Property encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way or “setback” line and all such buildings, structures and improvements are located and constructed in conformity with all applicable zoning ordinances and building codes. (e) None of the buildings, structures or improvements located on the IALB Real Property are the subject of any official complaint or notice by any governmental authority of violation of any applicable zoning ordinance or building code, and there is no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of IALB’s Management, threatened, with respect to any such building, structure or improvement. The IALB Real Property is in good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained (as to the IALB Leased Real Property, including all leases, subleases, agreements to lease the extent required to be maintained by IALB or other occupancy agreements (written or oralthe Bank) entered into by the Company, including all amendments thereto (the “in accordance with reasonable and prudent business practices applicable to like facilities. The IALB Real Property Leases”), has been used 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest operated in all its Leased Real Property material respects in compliance with all applicable laws, statutes, rules, regulations and ordinances applicable thereto. (f) Except as may be reflected in the Financial Statements Information, and except for liens for taxes not yet due and payable or acquired after with respect to such easements, liens, defects or encumbrances, real estate taxes and assessments or other monetary obligations such as contributions to an Owners’ Association, as do not individually or in the Recent Balance Sheet Date. All Leased aggregate materially adversely affect the use or value of the IALB Owned Real Property is and which would not have a Material Adverse Effect, IALB and the Subsidiaries have, and at the Effective Date will have, good and marketable title to their respective IALB Owned Real Property, free and clear of all Liensliens, other than Permitted Liensmortgages, security interests, encumbrances and restrictions of any kind or character. (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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (eg) Except as set forth on Schedule 2.15(e)in the IALB Disclosure Letter and to the knowledge of IALB’s Management, no consent IALB or any Subsidiary has not caused or allowed the generation, treatment, storage, disposal or release at any IALB Real Property of any landlord or any other 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 Toxic Substance, except in compliance with all applicable Law andfederal, state and local laws and regulations and except where such noncompliance would not reasonably be expected to the Knowledge of the Companyhave a Material Adverse Effect. “Toxic Substance” means any hazardous, there toxic or dangerous substance, pollutant, waste, gas or material, including, without limitation, petroleum and petroleum products, metals, liquids, semi-solids or solids, that are presently in effect all Permits required by Law. The Company has not received regulated under any written notice that there does not exist at least the minimum access required by applicable subdivision federal, state or similar Law local statute, ordinance, rule, regulation or other law pertaining to the Leased Real Propertyenvironmental protection, contamination, quality, waste management or cleanup.

Real Property. (a) The Company does Section 4.09(a) of the Seller Disclosure Schedules sets forth all real property owned by Seller and used primarily or exclusively in connection with the Business, excluding the Fairborn CKD Landfill #6 (collectively, the "Owned Real Property"). Seller has good and valid fee simple title to the Owned Real Property, free and clear of all Encumbrances, except Permitted Encumbrances. Seller has not own leased or otherwise granted to any Person the right to use or occupy the Owned Real Property (each a "Seller Lease") or any portion thereof, except as set forth in the Seller Disclosure Schedules. With respect to the Owned Real Property: (i) To Seller’s Knowledge, each lot, parcel and tract of land comprising the Non-Identified Parcels includes the surface estate and the mineral estate. Other than Permitted Encumbrances, Seller has not conveyed, assigned or encumbered its interest in the Non-Identified Parcels or any portion thereof including, to Seller’s Knowledge, the mineral estate. Each lot, parcel and tract of land comprising the Identified Parcels includes the surface estate and the mineral estate. Other than Permitted Encumbrances, Seller has not conveyed, assigned or encumbered its interest in the Identified Parcels or any portion thereof including the mineral estate. (ii) There is, to Seller's Knowledge, no proposed public improvement that may involve the creation or imposition of any Encumbrance on any lot, parcel or tract of land constituting the Owned Real Property. (iii) To Seller’s Knowledge, no Owned Real Property is located within, or subject to, a road utility district, municipal utility district, or other similar quasi-governmental district which imposes taxes or assessments, nor is any Owned Real Property a part of any other private association which imposes dues, assessments, or allocates operating or other costs to such Owned Real Property. (iv) To Seller’s Knowledge, other than the Permitted Encumbrances and the Annexation Agreement, no commitments have been made to any Governmental Authority or to any other organization, group or individual that would impose an obligation upon any owner of a lot, parcel or tract of land constituting the Owned Real Property to make any contribution or dedication of money or land (including but not limited to any rights of access or reciprocal easement agreements) or to construct, install or maintain any improvements upon or in the vicinity of such lot, parcel or tract of land. (v) Except as set forth on Section 4.09(a)(v) of the Seller Disclosure Schedules, to Seller’s Knowledge, no written jurisdictional determination has been made by the U.S. Army Corps of Engineers that any of the Owned Real Property are “wetlands” subject to the Clean Water Act of 1977 33 U.S.C. Section 1344 et seq. (vi) There are no contracts of sale or outstanding options, rights of first refusal or similar rights granted to any third party to purchase any lot, parcel or tract included in the Owned Real Property, or any portion thereof or interest therein. (vii) All real propertyestate taxes, assessments, water and sewer charges and other municipal charges with respect to the Owned Real Property, to the extent due and owing, have been paid in full. (viii) To Seller's Knowledge, there are no defaults (or any events or circumstances which, with the delivery of notice or the passage of time, could constitute a default) under any of the Seller Leases on the part of Seller or the tenants under such leases. (b) Schedule 2.15(bSection 4.09(b) of the Seller Disclosure Schedules sets forth a truelist, correct and complete list as of the date of this Agreement, of all real property leased by the Company, whether as lessee or lessor (the “leases for each Leased Real Property”)Property used primarily or exclusively in connection with the Business (collectively, each 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 2.15(b) also lists With respect to the Real Property Leases: (i) Section 4.09(b) of the Seller Disclosure Schedules lists each Real Property Lease, the name and address of the landlord of such Real Property Leases, the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent rental amount currently being paid, the security deposit paid pursuant to each Real Property Lease, such landlord and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Lienslease. (cii) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each Real Property Lease is valid and binding on the Seller and in full force and effect; effect and is valid and binding on the other parties thereto. (iii) To Seller’s Knowledge, Seller has performed all rents and additional rents due obligations required to be performed by it to date on under 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 any notice of cancellation violation or termination with respect to default thereunder. (iv) Seller has not entered into any Real Property Lease. There exists no event thatsubleases, with notice or lapse of timelicenses, concessions, or bothother agreements, would constitute a material breach written or default by the Company or any other party theretooral, 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 the right of use or occupancy (or granted any right to the possession, lease, occupancy or enjoyment security interest in) of any leased or subleased portion of the Leased Real Property. (dc) The Leased Real Property comprises all Except as set forth on Section 4.09(c) of the real property used or intended to be used inSeller Disclosure Schedules, or otherwise related tosince January 1, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company2013, there are no material Actions pending nor or, to the Seller's Knowledge, threatened against (i) eminent domain, condemnation or federal forfeiture proceedings affecting the Leased Real Property, (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to adversely affect the Real Property or any portion the use thereof or interest therein in the nature Business or (iii) other Actions against or involving the Real Property. There is no contemplated sale or other disposition of the Real Property in lieu of condemnation or eminent domain proceedingsany remedy in proceedings of the type described in clause (i) above. (d) Except as set forth on Section 4.09(d) of the Seller Disclosure Schedules, there are no arrangements for any production royalties to be paid in connection with any mineral production affecting any Real Property. (e) Except as set forth on Schedule 2.15(e)Section 4.09(e) of the Seller Disclosure Schedules, no consent (i) since January 1, 2013, Seller has not received written notice from any Governmental Authority concerning a violation of any landlord Law (or restrictive covenant applicable to the Real Property) related to the Real Property or any other party is required building or improvement located thereon which has not been fully remedied and (ii) to Seller’s Knowledge, the Real Property, and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any applicable Law relating to building, zoning, subdivision and other land use and does not otherwise violate any restrictive covenant applicable to the 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 herebyProperty. (f) All improvements necessary for To Seller’s Knowledge, the Business and constituting part of the Leased Real Property have been completed has either direct contiguous access or access via a valid easement appurtenant that is of record in the applicable county real estate records to public roads for ingress to and egress from 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.

Real Property. (a) Schedule 5.15(a) lists all real property and descriptions of any improvements owned by the Partnership Parties (beneficially or of record) (the “Owned Real Property”). The Company does not own Partnership Parties have good and marketable title to such Owned Real Property, free and clear of all Liens except Permitted Liens. There are no outstanding rights, options, rights of first refusal, rights of first offer, conditional sales or similar rights or agreements to purchase or otherwise acquire the Owned Real Property, or any real propertyportion thereof or interest therein. (b) Schedule 2.15(b5.15(b) sets forth a truelists all office leases, correct surface leases and complete list of all mineral leases (and the lands covered thereby) pursuant to which the Partnership Parties lease or use real property leased by in connection with the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating to the use and/or occupancy of such Leased Real PropertyBusiness, including all leasesleases pursuant to which the Partnership Parties lease minerals in connection with the Business (all such listed leases collectively, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Estate Leases”). Each Real Estate Lease is in full force and effect, includes all rights necessary to engage in the Business, 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 2.15(b) also lists (i) the street address constitutes a binding obligation of each lessor or sublessor thereunder, enforceable against such lessor or sublessor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general equitable principles. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any Real Property Estate Lease by the Partnership Parties or, to the Partnership’s Knowledge, by any other party to any Real Estate Lease; (ii) . Each lessee or sublessee under any particular Real Estate Lease either owns the landlord under improvements located on the Real Property Lease, lands covered by such lease or validly occupies such improvements in accordance with the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term terms of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is lease free and clear of all Liens, other than Liens except Permitted Liens. (c) The Company has delivered or made available real property leased pursuant to Buyer true, complete the Real Estate Leases and correct copies of all the Owned Real Property Leases(together, the “Real Property”) constitute all of the real property which has been used in connection with the operations of the Business since January 1, 2013. Each The Partnership Parties have good, marketable and legal title to the Real Property Lease is Property. Other than the Partnership Parties and any lessee or sublessee under a Real Estate Lease, there are no parties 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 possession of any breach or default nor repudiated any material provision thereof. The Company has not received a notice portion of cancellation or termination with respect to any Real Property LeaseProperty. 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 None of the Real Property Leases. The Company Partnership Parties is not a lessor, sublessor or grantor under any sublease lease, sublease, consent, license or other instrument granting to any other Person another party or entity any right to the possession, leaseuse, occupancy or enjoyment of the Real Property. The Partnership Parties have full right and authority to use and operate all of the improvements, if any, located on the Real Property, subject to applicable Law and the Permitted Liens. To the Partnership’s Knowledge, such improvements, if any, are being used, occupied and maintained in all material respects by the Partnership Parties in accordance with all applicable easements, rights-of-way, contracts, permits, insurance requirements, restrictions, building setback lines, restrictive covenants, reservations and entitlement, subdivision planning and building codes and other land use laws, regulations or ordinances and permits, consents and rules under such laws, regulations or ordinances. Certificates of occupancy and all other material licenses, permits, authorizations, and approvals required by any leased Governmental Authority having jurisdiction over the Real Property have been issued for the Partnership Parties’ 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. There is no pending, or subleased Leased to the Partnership’s Knowledge threatened, condemnation, eminent domain or similar Legal Proceeding or special assessment affecting any of the Real Property, nor have the Partnership Parties received written notification that any such Legal Proceeding or assessment is contemplated. Except as set forth in Schedule 5.15(c), all of the Real Property has direct access to public roads or through the Real Property without the use of any easement, license or right of way. The Real Property is in compliance with all zoning and entitlement, subdivision planning and building codes and other land use laws, regulations or ordinances and permits, consents and rules under such laws, regulations or ordinances and similar laws, codes, ordinances, rules, regulations and orders (collectively, “Real Property Laws”), except Permitted Liens, and the Partnership Parties have not received any written notice of material violation from any Governmental Authority of any Real Property Law regarding the use, occupancy, operation and marketability of the Real Property. The Partnership Parties have received no written notice of any action to alter the zoning or zoning classification or to condemn, requisition or otherwise take all or any portion of the Real Property. (d) The Leased All utilities (including, without limitation, water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Real Property comprises all of and improvements thereon in sufficient quantities and quality to adequately serve the real property used or intended to be used in, or otherwise related to, Real Property and improvements thereon in connection with the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there conducted therefrom as such operations are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingscurrently conducted thereon. (e) Except as set forth on Schedule 2.15(e), There are no consent encroachments upon any of the parcels comprising the Real Property and no portion of any landlord or improvement encroaches upon any other party is required under any property not included within the Real Property Lease as or upon the result area of any easement affecting 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, except for such encroachments as would not, individually or in the aggregate, result in a Material Adverse Effect.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b3.14(a) sets forth forth, as of the date hereof, a true, correct and complete list of all real property leased owned by the Purchased Companies (the “Owned Real Property”). The Purchased Companies have good and valid title or, where applicable, fee simple title to each parcel of Owned Real Property free and clear of any and all Liens other than Permitted Liens. Except as disclosed on Schedule 3.14(a), the Purchased Companies have not leased or otherwise granted to any Person the right to use or occupy the Owned Real Property, the Leased Real Property or any portion thereof (and no Person other than the Purchased Companies is so using or occupying the Owned Real Property, the Leased Real Property or any portion thereof), and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or, to the Company’s Knowledge, whether any Leased Real Property, or any portion thereof or interest therein. (b) Schedule 3.14(b) sets forth a correct and complete list, as lessee of the date hereof, of (i) all real property that is leased or lessor otherwise used or occupied by the Purchased Companies (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord leases or other Contracts under which the Purchased Companies use or occupy or have a right to use or occupy each such Leased Real Property Lease, (the rent currently being paid pursuant “Leases”) and the identity of each party to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has Purchased Companies have a good and valid and enforceable leasehold interest in all its each Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. All rent and other sums payable by any Purchased Company as the tenant under each Lease are current in all material respects. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Owned 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 comprises comprise all of the real property used or intended to be used in, or otherwise related to, the Business. The held for use in connection with and operation of the Leased Real Property in necessary for the conduct of the Business does not violate business in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractthe ordinary course of business as currently conducted by the Purchased Companies. To the Knowledge of the Company’s Knowledge, there are no material Actions pending nor threatened against or affecting the all Owned Real Property and Leased Real Property or any portion thereof or interest therein is structurally sound, in good operating condition in all material respects and in a state of good and working maintenance and repair in all material respects, ordinary wear and tear excepted, and have adequate utilities and adequate means to ingress and egress to support their current use by 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 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 Purchased Companies. No Purchased Company has not received any written notice of any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Owned Real Property or Leased Real Property, and since the date that is three (3) years prior to the date hereof, no Purchased Company has received any written notice of any material violation of any applicable building, zoning, subdivision, health and safety and other land use Laws or restrictive covenants affecting any of the Owned Real Property or Leased Real Property which remains uncured. None of the Owned Real Property or Leased Real Property is currently registered in any register of contaminated sites (e.g., the Kataster der belasteten Standorte in Switzerland). (d) The consummation of the transactions contemplated by this Agreement will not in compliance with applicable Law and, trigger any value increase absorbing charge (Planungsvorteilsausgleich / Mehrwertabgabe) pursuant to the Knowledge Swiss Federal Planning Act of (Bundesgesetz über die Raumplanung) of June 22, 1979 (as amended), the Planning Act of the CompanyCanton of Berne (Baugesetz des Kantons Bern) of June 9, there are presently in effect all Permits required 1985 (as amended) or the Regulations on the Compensation of Planning Advantages of the Municipality of Köniz (Reglement über den Ausgleich von Planungsvorteilen) of January 16, 2017 (as amended), respectively, payable by Law. The the Parent or any Purchased Company due to any planning changes or re-zoning (including, among others, so-called Einzonungen, Umzonungen and Aufzonungen) of any of the Swiss Real Properties, which has not received been implemented by the competent Governmental Entity at any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law time prior to the Leased Real Propertydate of this Agreement.

Real Property. (a) The Company Seller does not own any real property. (b) Schedule 2.15(b) sets forth . The Seller Parties, ▇. ▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇▇, own the real property in which Seller conducts the Business and lease the same to Seller. The Seller Parties have delivered to Buyer a true, correct and complete list copy of all real property leased by each lease (or a summary of the Companymaterial terms of the lease, whether as lessee or lessor (the “Leased Real Property”if oral), each Contract including amendments, waivers, or other changes thereto, relating to the use and/or occupancy of such Leased Real PropertyProperty (each, including all leasesa “Lease,” and collectively, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”), . The Leased Real Property and any lease guarantees, tenant estoppels, subordinations, non-disturbance the Leases comprise all leased real property interests and attornment agreements, including all amendments thereto, Contracts related thereto used in the conduct of the Business and all condominium documents and service agreements relating theretoare sufficient to permit Buyer to continue to operate the Business as currently conducted. Schedule 2.15(b) also lists With respect to each Lease: (i) the street address of each Real Property all leased buildings and improvements and all leased fixtures are held under such Lease; , (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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; effect and a valid instrument enforceable against Seller, and the other party thereto, in each case in accordance with its terms, (iii) all rents rents, required deposits, additional rent and additional rents payments due as of the Closing Date pursuant to date on each Real Property such Lease have been paid and neither in full, (iv) there is no existing default by Seller or by the Company nor any other party to any lessor under such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company Lease, (v) Seller has not received a 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, and (vii) no Consent is required to be obtained by Seller pursuant to any Lease in connection with the consummation of cancellation the Transactions. (b) Except for the Leases, Seller has not entered into any leases or termination subleases or granted any rights of first refusal, rights of reverter, options to purchase or rights of occupancy 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The is validly zoned for its current use and operation occupancy by Seller under the applicable zoning codes and urban renewal plans, and Seller’s current use of the Leased Real Property is in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractcompliance therewith. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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(e5.24(b), no consent all of any landlord or any the buildings, material fixtures and other party is required under any improvements and building systems situated within the Leased Real Property Lease as are in good operating condition, reasonable wear and tear excepted, and have been maintained in the result ordinary course of the Transactions contemplated hereby or to keep such Real Property Lease in full force business. Seller has adequate rights of ingress into 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 egress out of the Leased Real Property have been completed and the Company Property. Seller has not received any written notice that 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 adversely affect the ability to operate 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 Propertyas currently operated.

Real Property. (a) The Company does not own any Seller owns no real property. (b. Set forth in Section 3.6(a) Schedule 2.15(b) sets forth of the Disclosure Statement is a true, correct and complete list description of all each lease of real property leased by the Companyunder which Seller is a lessee, whether as lessee sublessee, or lessor sublessor (the “Leased Real Property”). True and complete copies of all leases to which Seller is a party respecting any real property and all other instruments granting such leasehold interests, each Contract relating to the use and/or occupancy of such Leased Real Propertyrights, including all leases, subleases, agreements to lease options or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto 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 leasehold interests, as lessee, sublessee, or sublessor, in all Leased Real Property for the lease terms set forth in and pursuant to the provisions of the Real Property Leases. (b) With respect to the Real Property Leases generally and any lease guaranteesReal Property Lease in particular, tenant estoppelsno breach or event of default has been committed by Seller or, subordinationsto Seller’s Knowledge, non-disturbance and attornment agreements, including all amendments theretoby any other party to any of the Real Property Leases, and all condominium documents 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 service agreements relating theretonot been remedied. Schedule 2.15(b) also lists (i) Seller has operated each Acquired Store in compliance with the street address terms of each Real Property Lease; (ii) the landlord under the related Real Property Lease, including the rent currently being paid pursuant to each permitted use and restricted use provisions. Except as set forth in Section 3.6(b) of the Disclosure Statement, all the Real Property Lease, Leases are in full force and the expiration effect and are valid in accordance with their terms. All rental and other payments due under each of the term Real Property Leases have been duly paid in accordance with the terms of such Real Property Lease; and (iii) Lease or fully accrued on the current use under such Financial Statements. The interest of Seller in the Real Property Lease. The Company Leases has a valid not been pledged by Seller and enforceable leasehold interest in all its Leased Real Property reflected in is not subject to any Lien except the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Except as stated in any Real Property Leases. Each Real Property Lease , 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 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 Leases to any Person other Person any right to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Propertythan Buyer. (d) The 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 comprises for the operations presently conducted. Seller is the tenant under all Real Property Leases except as set forth in Section 3.6(d) of the real property used Disclosure Statement. (e) There is no contract or intended agreement to be used inwhich Seller is a party, or otherwise related toother than the Real Property Leases, the Business. The use and operation affecting any of the Leased Real Property in the conduct for which Buyer will be liable after Closing, or which is not terminable on thirty (30) days notice without premium or penalty. (f) Seller has not received any written notice of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the has no actual Knowledge of the Company(i) any pending, there are no material Actions pending nor threatened against or contemplated condemnation proceeding affecting any of the Leased Real Property or any portion thereof part 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 sale or other disposition of any other 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 or any part thereof in lieu of condemnation, or (ii) any special assessment proceedings, litigation or other dispute affecting any portion of the Leased Real Property or the Real Property Leases, or (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 (iv) 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 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 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 Company has not received Disclosure Statement, there are no agreements in effect with, or any written notice that use exclusives or restrictions in favor of any Person (other than the landlord on the terms stated in the Real Property Leases) which would prevent or restrict the use of any of the Leased Real Property is not in compliance with applicable Law andfor the sale of multi-price merchandise including, without limitation, beverages and fresh, frozen, refrigerated or pre-packaged food, health and beauty products, arts and crafts, artificial floral and plant products, greeting cards, toys, party products, or seasonal decorations or products. Seller has the right to use the Knowledge Leased Real Property for the operations presently conducted. (j) No labor has been performed or material furnished for any of the CompanyLeased Real Property for or on behalf of Seller for which Seller has not heretofore fully paid or accrued, there are presently in effect or for which any Lien could be lawfully claimed by any Person. (k) Seller possesses and will possess at Closing all Permits required by Law. The Company has not received that are necessary in connection with the leasing, occupancy, maintenance or operations of any written notice that there does not exist at least the minimum access required by applicable subdivision or similar Law 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 is supplied with separately 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 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 of the Leased Real Property are not located within the boundary lines of any of the Leased Real Property or are in violation of applicable setback requirements, zoning laws and ordinances. (m) To Seller’s Knowledge all buildings, plants, leasehold improvements, structures, facilities, equipment and other items of tangible property and assets which are owned, leased or used by Seller are structurally sound, are in good operating condition and repair (subject to normal wear and tear given the use and age of such assets), and are usable in the ordinary course of business.

Real Property. (a) The Company does Parent and its Subsidiaries do not own any real property. (b. Section 2.23(a) of the Parent Disclosure Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased currently leased, subleased or licensed by the Companyor from Parent or any of its Subsidiaries or otherwise used or occupied by Parent or any of its Subsidiaries (collectively, whether as lessee or lessor (the “Parent Leased Real Property”). Parent has Made Available a true and complete copy of all Parent Leases, each Contract Parent Lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the use and/or occupancy of such Parent Leased Real Property, including all leasesamendments, subleasesterminations and modifications thereof (collectively, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property LeasesParent Lease Agreements”). Except as set forth on Section 2.23(b) of the Parent Disclosure Schedule, 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 2.15(b) also lists (i) Parent and its Subsidiaries currently occupy all of the street address of each Parent Leased Real Property Lease; for the operation of its business, and (ii) the landlord under the Real Property Leasethere are no other parties occupying, or with a right to occupy, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 Parent Leased Real Property. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Parent Leased Real Property in the conduct of the Business does Parent’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit permit or Contractagreement. To the Knowledge of Parent, no material improvements constituting a part of the CompanyParent Leased Real Property encroach on real property owned or leased by a Person other than Parent (for the avoidance of doubt, there all material improvements constituting a part of the Parent Leased Real Property are on real property owned by Parent’s or its Subsidiaries’ respective landlord for each such parcel of Parent Leased Real Property). There are no material Actions pending nor nor, to the Knowledge of Parent, threatened against or affecting the Parent 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 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.

Real Property. (a) The Company Seller does not own any real property.; (b) Schedule 2.15(b5.9(b) sets forth a true, correct true and complete list description of all real property leased leased, licensed to or otherwise used or occupied (but not owned) by the CompanySeller (collectively, whether as lessee or lessor (the “Leased Real Property”), each Contract relating to . Seller has a valid and subsisting leasehold estate in the use and/or occupancy of such Leased Real Property. A true and correct copy of each such lease, including all leaseslicense, subleasesor occupancy agreement, agreements and any amendments thereto, with respect to lease or other occupancy agreements the Leased Real Property (written or oral) entered into by the Companycollectively, including all amendments thereto (the “Real Property Leases”)) has been delivered to Buyer, and no changes have been made to any lease guarantees, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating theretoReal Property Leases since the date of delivery. Schedule 2.15(b) also lists (i) All of the street address of each Leased Real Property is used or occupied by Seller pursuant to a Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant . With respect to each Real Property Lease, and the expiration of the term of : (i) such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid Lease is valid, binding and enforceable leasehold interest in all accordance with its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free terms and clear of all Liens, other than Permitted Liens. (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; , (ii) all rents rents, deposits and additional rents due pursuant to date on each such Real Property Lease have been paid in full and neither the Company nor any other party to any no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereof. The Company that has not received a notice of cancellation or termination with respect to any Real Property Lease. There exists be redeposited in full, (iii) there is no event that, with notice or lapse of time, or both, would constitute a material breach or existing default by Seller, or, to the Company or any other party theretoKnowledge of Seller, the lessor, under any of the Real Property Leases. The Company is not , and no event has occurred that (with notice, lapse of time or both) could reasonably be expected to constitute a sublessor breach or grantor default under any sublease of the Real Property Leases by any party or other instrument granting to give any other Person any party the right to terminate, accelerate or modify any Real Property Lease, (iv) Seller has not received any notice that it is in default under any Real Property Lease or that the possession, lease, occupancy or enjoyment owner of any leased Leased Real Property has made any assignment, mortgage, pledge or subleased hypothecation of such Real Property Lease or the rents or use fees due thereunder other than possible assignments of leases to lenders securing mortgages on the Leased Real Property. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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(e5.9(b), no consent Affiliate of Seller or Parent is the owner or lessor of any landlord or any other 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 Property. The Leased Real Property is not (i) in compliance with applicable Law and, good condition and repair (subject to normal wear and tear) and (ii) sufficient for the Knowledge operation of the Company, there are presently in effect all Permits required by LawBusiness as it is currently conducted. The Company Seller has not received subleased, licensed or otherwise granted any written notice that there does not exist at least Person the minimum access required by applicable subdivision right to use or similar Law to occupy any of the Leased Real Property.

Real Property. (a) The Company does not own A list of each parcel of real property owned by Seller or any of the Seller Subsidiaries (other than real property acquired in foreclosure or in lieu of foreclosure in the course of the collection of loans and being held by Seller or a Seller Subsidiary for disposition as required by law)(such real property being herein referred to as the "Owned Real Property") and each parcel of real property leased by Seller or any of the Seller Subsidiaries (such real property being herein referred to as the "Leased Real Property") is attached to Schedule 2.08(a). In addition, a copy of the lease for each parcel of Leased Real Property is attached to Schedule 2.08(a). Seller shall update Schedule 2.08(a) within ten days of acquiring any Owned Real Property or leasing any real propertyproperty after the date hereof. Collectively, the Owned Real Property and the Leased Real Property is herein referred to as the "Real Property." (b) Schedule 2.15(b) sets forth a true, correct and complete list There is no pending action involving Seller or any of all real property leased by the Company, whether Seller Subsidiaries as lessee to the title of or lessor (the “Leased right to use any of the Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer trueExcept as disclosed on Schedule 2.08(c), 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 Seller 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 Seller Subsidiaries has any interest in any real property other than as described above in Section 2.08(a) except interests as a sublessor mortgagee, and except for any real property acquired in foreclosure or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment in lieu of any leased or subleased Leased Real Propertyforeclosure and being held for disposition as required by law. (d) The Leased To the best knowledge of Seller, none of the buildings, structures or other improvements located on the Real Property comprises all encroaches upon or over any adjoining parcel of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property estate or any portion thereof easement or interest therein right-of-way or "setback" line and, to the best knowledge of Seller, all such buildings, structures and improvements are located and constructed in the nature or in lieu of condemnation or eminent domain proceedings.conformity with all applicable zoning ordinances and building codes. 8next page (e) Except as set forth None of the buildings, structures or improvements located on Schedule 2.15(e), no consent the Owned Real Property are the subject of any landlord pending official complaint or notice by any other party governmental authority of violation of any applicable zoning ordinance or building code, and there is required under no zoning ordinance, building code, use or occupancy restriction or condemnation action or proceeding pending, or, to the best knowledge of Seller, threatened, with respect to any such building, structure or improvement. The Owned Real Property Lease as the result of the Transactions contemplated hereby or is in generally good condition for its intended purpose, ordinary wear and tear excepted, and has been maintained in accordance with reasonable and prudent business practices applicable 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 herebylike facilities. (f) All improvements necessary for Except as may be reflected in the Business and constituting part Seller Financial Statements or with respect to such easements, Liens, defects or encumbrances as do not individually or in the aggregate materially adversely affect the use or value of the Leased parcel of Owned Real Property have been completed Property, Seller and the Company has not received Seller Subsidiaries have, and at the Closing Date will have, good and marketable title to their respective Owned Real Properties. (g) There are no underground storage tanks located on, in or under any written notice that the Leased Owned 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 LawProperty. The Company has not received Neither Seller nor any written notice that there does not exist Seller Subsidiaries own or operate any underground storage tank at least the minimum access required by applicable subdivision or similar Law to the any Leased Real Property.

Real Property. (a) The Company does not Except as set forth in Section 3.11(a) of the Elitech Disclosure Schedule, neither Elitech nor any of its Subsidiaries own any real propertyproperty or interests in real property in fee. (b) Section 3.11(b) of the Elitech Disclosure Schedule 2.15(b) sets forth contains a true, correct and complete list of all material real property and interests in real property leased by the Company, whether as lessee Elitech or lessor any of its Subsidiaries (the “Elitech Leased Real Property”), each Contract relating . 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 the use and/or occupancy of such Elitech Leased Real Property, including all leasesElitech has delivered to Nanogen a true and complete copy of every material lease and sublease to which Elitech or any Subsidiary of Elitech is a party or by which any of them is bound (each, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the an “Real Property LeasesElitech Lease”), 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each Real Property Elitech Lease is in full force and effect; all rents and additional rents due . To the Sellers’ Knowledge, neither Elitech nor any of its Subsidiaries is in default under any such Elitech Lease and, to date on each the Sellers’ Knowledge, no other party thereto is in default under any such Elitech Lease. (c) 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 Lease have been paid does not comply in all material respects with all applicable material building and neither zoning codes, deed restrictions, ordinances and rules. There are no pending or, to the Company nor any Sellers’ Knowledge, threatened condemnation, fire, health, safety, building, zoning or other party land use regulatory proceedings, lawsuits or administrative actions relating to any such portion of the Elitech Leased Real Property Lease has received notice of any breach which do or default nor repudiated any material provision may adversely effect the current use or occupancy 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 comprises all Except as set forth in Section 3.11(d) of the real property used Elitech Disclosure Schedule, no Person other than Elitech or intended to be used in, or otherwise related to, the Business. The use and operation a Subsidiary of Elitech is in possession of any of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Elitech Leased Real Property or any portion thereof thereof, and there are no leases, subleases, licenses, concessions or interest therein in other agreements, written or oral, granting to any Person other than Elitech or a Subsidiary of Elitech the nature right of use 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 party is required under any Real Property Lease as the result occupancy 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 Elitech Leased Real Property have been completed and the Company has not received or 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 Propertyportion thereof.

Real Property. (a) The Company does not own any real propertyTo the Knowledge of Seller, there are no defects in the improvements and structures, fixtures or equipment located on or at the Leased Real Property which would substantially impair the conduct of the Business by Purchaser immediately following the Closing relative to the conduct of the Business on the date hereof. (b) Schedule 2.15(bSeller has not granted to any Person (other than pursuant to this Agreement) sets forth a trueany right to occupy, correct and complete list possess, or otherwise encumber or acquire any portion of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating Property other than as set forth in Section 4.13(b) of the Disclosure Schedule. Seller’s interests with respect 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant Leases have not been assigned or pledged and are not subject to each Real Property Lease, and the expiration of the term of such Real Property Lease; and any Encumbrances (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted LiensEncumbrances). (c) The Company has delivered Seller is not a party to or made available obligated under any option, right of first refusal or other contractual right to Buyer truesell, complete and correct copies dispose of all or lease any of the Leased Real Property Leases. Each or other real property or any portion thereof or interest therein to any Person other than Purchaser. (d) There is no contract or agreement to which Seller is a party, other than the Seller Agreements and the other Permitted Encumbrances, affecting any of the Leased 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 for which Purchaser will be responsible or liable after Closing. (e) Seller has not received any other party to any such Real Property Lease has received written notice of any breach pending, threatened or default 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. (f) Neither Seller nor repudiated any of its Subsidiaries has received any written notices from any Governmental Entity requiring or advising as to the need for Seller to make any repair, alteration, restoration or improvement in connection with the Leased Real Property that would have a Material Adverse Effect. (g) All of the Leased Real Property, and all components of all improvements material provision thereofto Seller’s occupancy are in sufficient condition, working order and repair and do not require repair or replacement in order to serve their intended purpose. The Company has To the Knowledge of Seller, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Properties are installed and operating and are sufficient to enable the Real Properties to continue to be used and operated in the manner currently being used and operated. (h) To the Knowledge of Seller, the Leased Real Property complies with all Applicable Laws, including without limitation, zoning, fire, safety and signage, except for such non-compliance as is not received reasonably likely to have a Material Adverse Effect and no notice of cancellation violation of any such Applicable Law has been received by Seller or termination has been issued by any public or Governmental Entity 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. (di) The To the Knowledge of Seller, no portion of or interest in any Leased Real Property comprises all is subject to any building or use restrictions (public or otherwise) that could restrict or prevent the continuation of the real property used present use and operation of such Leased Real Property and no condemnation or intended eminent domain proceedings are pending or threatened with respect to be used inany Leased Real Property. (j) To the Knowledge of Seller, no Leased Real Property is dependent for its access, operation or otherwise related toutility on any land, building or other improvement not part of the BusinessLeased Real Property, except pursuant to an easement that is coterminous with Seller’s occupancy right. The use Each Leased Real Property has legal, unobstructed access, both pedestrian and vehicular, to public rights of way. All utility systems required in connection with use, occupancy and operation of the Leased Real Property are sufficient for their present purposes, are fully operational and in working order, and are benefited by customary utility easements providing for the conduct continued use and maintenance of the Business does not violate such systems. (k) The Real Property Leases are in full force and effect; neither Seller nor any material respect of its Subsidiaries has received any Lawwritten notice or, covenant, condition, restriction, easement, license, Permit or Contract. To to the Knowledge of Seller, oral notice, that any default, or condition which with the Companypassage of time would constitute a default, there are no material Actions pending nor threatened against or affecting exists under the Leased Real Property Leases, except such notices as to which the alleged defaults have been cured or any portion thereof or interest therein otherwise resolved and except, with respect to the Real Property Leases pertaining to property located other than in the nature or in lieu of condemnation or eminent domain proceedingsMountain View, California and Boulder, Colorado only, for defaults that will not have a Material Adverse Effect. (el) Except True, correct and complete copies of the Real Property Leases, including any non-disturbance agreements relating thereto, have been delivered to Purchaser prior to the date hereof and such Real Property Leases have not been amended or modified since that date (except as set forth indicated on Schedule 2.15(esuch delivered documents), no consent of . (m) To the extent that any landlord or any other party is required under any property subject to a Real Property Lease as is the result subject of the Transactions contemplated hereby or to keep a security interest of a Third Party lender and such Real Property Lease in full force and effect after is subordinate to such lender’s rights to the execution and delivery of this Agreement and property subject to such Real Property Lease, Seller has a non-disturbance agreement with the consummation of the Transactions contemplated herebylandlord’s lender with respect to each Real Property Lease which shall be enforceable by Purchaser. (fn) All improvements necessary for the Business and constituting part None of the Leased Real Property has been pledged by Seller or any of its Subsidiaries or is subject to any Encumbrance other than a Permitted Encumbrance (other than pursuant to this Agreement and Encumbrances in favor of Seller’s lenders and those which have been completed and the Company has not received any written notice that the Leased discharged at or prior to Closing). (o) The expiration date of each Real Property Lease is not in compliance with applicable Law indicated on Section 4.13(o) of the Disclosure Schedule. All security deposits required under the Real Property Leases have been paid to and, to the Knowledge of Seller, are being held by the Companyapplicable landlord under the Real Property Leases. (p) To the Knowledge of Seller, there are presently the lessor under each Real Property Lease is not in effect all Permits required by Law. The Company material default of its obligations under such Real Property Lease and Seller has not received any written notice from any such lessor of such lessor’s intention to exercise any option thereunder, the exercise of which is reasonably likely to have a Material Adverse Effect. (q) With respect to those Real Property Leases that were assigned or subleased to Seller or any of its Subsidiaries by a third party, all necessary consents to such assignments or subleases have been obtained and are in full force and effect and neither Seller nor any of its Subsidiaries has received any notice that there does any such third party’s acts or omissions has given rise to any breach of the underlying lease or sublease to which it is a party. (r) No termination rights have been exercised by any landlords with respect to the Mountain View, California or Boulder, Colorado Real Property Leases and, to the Knowledge of Seller, no termination rights have been exercised by any landlords with respect to all other Real Property Leases. (s) Section 4.13(s) of the Disclosure Schedule sets forth a summary of the construction allowances, if any, payable to Seller under the Real Property Leases which have not exist yet been disbursed to Seller. (t) Section 4.13(t) of the Disclosure Schedule sets forth all construction and material alteration projects currently ongoing at least the minimum access required by applicable subdivision or similar Law to the Leased Real PropertyProperty which have an unpaid estimated cost exceeding $25,000.

Real Property. (a) The Company does not own any real property[Intentionally Omitted]. (b) Schedule 2.15(bThe Real Properties constitute all the real property (or interest in real property) sets forth a truecurrently used in the conduct of the Businesses. Other than the Leased Real Properties, correct and complete list of all there are no interests in real property leased by any Seller in connection with the Businesses or by any Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered There is no pending or, to the Knowledge of the Sellers, any threatened condemnation, eminent domain 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 similar proceeding 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the CompanySellers, there are no material Actions pending nor threatened against or affecting the Leased each Real Property or any portion thereof or interest therein is in the nature or compliance in lieu of condemnation or eminent domain proceedingsall material respects with all building, zoning, subdivision, health, safety and other applicable federal, state and local laws and regulations. (e) Except as set forth on Schedule 2.15(enoted in SCHEDULE 2.7(E), no consent of any landlord Sellers hold all consents, permits, licenses, approvals and authorizations from governmental authorities or any other party is required under any third parties which are necessary to permit (i) Sellers to convey each Owned Real Property in accordance with the provisions of this Agreement, (ii) Sellers to lease each Leased Real Property and assign their interests in the applicable Facility Lease as in accordance with the result provisions of the Transactions contemplated hereby or to keep such applicable Facility Lease, and (iii) the use of each Real Property Lease for its current use and the current conduct of the corresponding Business by the Sellers, all of which are in full force and effect after effect. To the execution and delivery Knowledge of this Agreement and Sellers, each Real Property is in compliance with the consummation of the Transactions contemplated herebyPermitted Encumbrances. (f) All improvements necessary for the Business and constituting part With respect to each Facility Lease: (i) Sellers have provided to Buyer a complete copy of the Leased Real Property have Facility Lease; (ii) The Facility Lease has been completed duly executed and delivered by, and are binding and enforceable against the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law Seller and, to the Knowledge of Sellers, the Companycurrent landlord thereunder (the "LANDLORD"). (iii) The Facility Lease is in full force and effect in accordance with the terms set forth therein, there are presently and have not been modified, amended, or altered, in effect all Permits required by Law. writing or otherwise, except as described on SCHEDULE 1.1(B); (iv) The Company has not received any written notice that there does not exist at least applicable Seller is the minimum access required by applicable subdivision or similar Law sole and exclusive lessee to the Leased Real Propertyapplicable Acquired Facility and Facility Lease; (v) All obligations of such Seller, as lessee, under the Facility Lease that accrue to the date of Closing have been performed, and the Landlord thereunder has unconditionally accepted such Seller's performance of such obligations; (vi) To the Knowledge of Sellers, neither such Seller nor Landlord under the Facility Lease is in breach or default under or is in arrears in the payment of any sums due or in the performance of any obligations required of Seller or Landlord under the Facility Lease. (g) No Person holds any rights to purchase or otherwise acquire all or any portion of the Purchased Assets (or interest therein), including pursuant to any purchase agreement, option, right of first offer, right of first refusal, gift or other agreement. (h) To the Knowledge of Sellers, no event has occurred, nor does any circumstance exist that with notice and/or the passage of time would constitute an event of default under any of mortgages or loans currently outstanding pertaining to the Purchased Assets. (i) Buyer is not required to withhold taxes from the payment of sale proceeds to Sellers under the Code or any applicable state, commonwealth or local tax laws; (j) No Seller is a foreign Person for purposes of Section 1445 of the Code (k) Sellers are in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "ORDER") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of Treasury ("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation or orders collecting called the "ORDERS"). Neither the Seller nor any of its affiliates (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "LISTS"), (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any Person on the Lists or any other Person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

Real Property. (a) The Company does not own any real property. (b) Schedule 2.15(b2.6(a) sets forth a true(i) correct legal description, correct street address and complete tax parcel identification number of each parcel of Owned Real Property and (ii) list of all real property leases to which Seller is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Seller Real Property Leases”), street address, approximate rentable square footage, monthly rent, expiration date and any renewal options with respect to the Seller Real Property Leases (the real property leased by the Company, whether Seller (as a lessee or lessor (sublessee), the “Leased Real Property”), each Contract relating to ; the use and/or occupancy of such Owned Real Property and Leased Real Property, including all leasescollectively, subleases, agreements to lease or other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto (the “Real Property LeasesProperty”). Except for the Owned Real Property and Seller Real Property Leases identified in Schedule 2.6(a), Seller does not own any interest (fee, leasehold or otherwise) in any real property and no Seller has entered into any lease guaranteesleases, tenant estoppelsarrangements, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service licenses or other agreements relating theretoto the use, occupancy, sale, option, disposition or alienation of all or any portion of the Owned Real Property. Except as set forth in Schedule 2.15(b) also lists (i) the street address 2.6(a), Seller enjoys peaceful and undisturbed possession of each Real Property Lease; (ii) the landlord under the Real Property LeaseProperty. (b) Except as set forth in Schedule 2.6(b), Seller owns good and marketable title to the rent currently being paid pursuant to each Owned Real Property LeaseProperty, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensany Encumbrances. (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 use of the Real Property Leasesby the Seller for the purposes for which it is currently being used, conforms in all material respects to all applicable public and private restrictions, fire, safety, zoning and building laws and ordinances, laws relating to the disabled, and other applicable Legal Requirements. There are no pending or, to the Knowledge of Seller, threatened, eminent domain, condemnation, zoning, or other Proceedings affecting the Real Property that would result in the taking of all or any part of the Real Property or that would prevent or hinder the continued use of the Real Property as currently used in the conduct of Seller’s business. The Company Real Property has adequate rights of access to dedicated public ways and is not a sublessor or grantor under any sublease or served by water, electric, sewer, telephone, gas and other instrument granting to any other Person any right to necessary services appropriate for the possession, lease, occupancy or enjoyment operation of any leased or subleased Leased Real Propertythe Facility. (d) The Leased All Improvements located on the Real Property comprises are in compliance in all of material respects with all applicable Legal Requirements (including those pertaining to public and private restrictions, fire, safety, zoning and building laws and ordinances, and laws relating to the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsdisabled). (e) Except True and complete copies of (i) all deeds or leases, as set forth on Schedule 2.15(e)the case may be, no consent existing title insurance policies, surveys, appraisals, specifications and plans of any landlord or any other party is required under any pertaining to each parcel of Real Property Lease as and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Encumbrances with respect to 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, delivered 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 PropertyBuyer.

Real Property. (a) The Company does not Sellers own good and marketable title in fee simple to the Included Real Property, together with all buildings, improvements and fixtures thereon, all easements and other appurtenances and rights serving or benefitting, the Included Real Property, together with any real property. (b) Schedule 2.15(b) sets forth a truerights, correct and complete privileges or interests of Sellers in any adjacent streets, rights of way or drainage areas serving the Included Real Property. A list of the Included Real Property is contained on Schedule 1.1(b) (which Schedule includes a legal description of the parcels and tracts constituting the Included Real Property as reflected in Sellers’s vesting deeds to such Included Real Property). A list, which list describes the parties, date of lease and any amendments and premises leased, of all leases pursuant to which Sellers leases real property leased as a lessor, is contained on Schedule 4.8(a)(i) (each, a “Lease”). Schedule 4.8(a)(i) also includes a list, which list describes the parties, date of lease and any amendments and premises leased, of all of the real property leased, licensed or otherwise occupied by the Company, whether Sellers as lessee a “tenant,” “lessee” or lessor “licensee” (the “Leased Real Property”), each 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 Sellers’ Occupied Leases”), and ) together with 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration any of the term of such Real Property Lease; and (iii) the current use under such Real Property LeaseSellers’ Occupied Leases. The Company Sellers has a valid and enforceable leasehold interest in and under all its Leased Real Property reflected in of the Financial Statements or acquired after Sellers’ Occupied Leases and, to the Recent Balance Sheet Date. All Leased Real Property is free and clear knowledge of all LiensSellers, other than Permitted Liens. (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 the Sellers’ Occupied Leases are presently in full force and effect; all rents effect according to their terms and additional rents due to date on each Real Property Lease have been paid are the valid and neither binding obligations of 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 thereofrespective Sellers, as applicable. 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 comprises Estate constitutes all of the real property used or intended by Sellers in the operation of the Facilities. Except for what is set forth in the Title Commitment, to be used inthe knowledge of Sellers, there exist no mortgages, liens, restrictions, agreements, claims, easements, encroachments, rights of way, variances, reservations, pledges, security interests, conditional sales agreements, rights of first refusal, options, or otherwise related tosimilar encumbrances of any nature (collectively, the Business“Encumbrances”) affecting the Included Real Property, and Sellers are in actual possession of the premises described under the Sellers’ Occupied Leases. The At Closing, Sellers will transfer and convey to the Joint Venture or its designated affiliates good and marketable fee simple title in and to the Included Real Property, free and clear of any Encumbrance, except: (i) real estate Taxes not yet due and payable; (ii) matters reflected as exceptions in the Title Commitment (as hereinafter defined) except to the extent cured, removed or insured over under the provisions of Section 6.9; and (iii) matters disclosed on the Survey, except to the extent the Survey is modified under the provisions of Section 6.9; (vi) those Encumbrances set forth on Schedule 4.8(a) and (v) any Encumbrances created or caused by LifePoint Sub or its affiliates, (the foregoing items (i) through (v) being referred to herein as the “Permitted Encumbrances”). At Closing, except as provided in Section 11.1, Sellers will assign and convey to the Joint Venture or its designated affiliates good and valid leasehold interests in the Leased Real Property under the Sellers Occupied Leases free and clear of any Encumbrance (other than Permitted Encumbrances and other matters that will not interfere with the use and operation occupancy by the Joint Venture of the Leased Real Property). (b) To the knowledge of Sellers, the Included Real Property is zoned to permit the uses for which it is presently used or has sufficient variances or conditional use permits to permit such use. To Sellers’s knowledge, all utilities serving the Included Real Property is adequate to operate the Facilities in the conduct manner they are currently operating. Sellers has not received a written notice of any action to alter the Business does not violate in any material respect any Lawzoning or zoning classification or to condemn, covenant, condition, restriction, easement, license, Permit requisition or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property otherwise take all 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 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 herebyEstate. (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.

Real Property. (a) The Company does not own any real property. (b) Except as set forth on Schedule 2.15(b) sets forth 4.10, the Howtek SEC Reports contain a true, correct and complete list description of all Real Property Interests (including street address, owner, and Howtek's use thereof), which Real Property Interests comprise all interests in real property leased by necessary to conduct Howtek's business and operations as now conducted. Each leasehold or subleasehold interest set forth in the CompanyHowtek SEC Reports or on Schedule 4.10 is legal, whether as lessee valid, binding, enforceable, and in full force and effect. ISSI is not, and to Howtek's Knowledge, no other party thereto is, in default, violation, or lessor (the “Leased Real Property”), each Contract relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements to breach under any lease or other occupancy agreements sublease, and no event has occurred and is continuing that constitutes (written with notice or oralpassage of time or both) entered into by a default, violation, or breach thereunder. Except as set forth in the CompanyHowtek SEC Reports or on Schedule 4.10, including all amendments thereto (Howtek has not received any notice of a default, offset, or counterclaim under any lease or sublease with respect to any of the “Real Property Leases”)Interests. As of the date hereof, Howtek enjoys peaceful and any lease guaranteesundisturbed possession of the leased Real Property Interests; and so long as Howtek fulfills its obligations under the lease(s) therefor, tenant estoppels, subordinations, Howtek has enforceable rights to non-disturbance and attornment agreementsquiet enjoyment against its lessor or sub-lessor; and, including except as set forth in the Howtek SEC Reports or on Schedule 4.10, no third party holds any interest in the leased premises with the right to foreclose upon Howtek's leasehold or subleasehold interest. Howtek has legal and practical access to all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet DateProperty. All Leased Real Property (including the improvements thereon): (a) is free in good condition and clear repair consistent with its current use; (b) is available for immediate use in the conduct of all Liens, other than Permitted Liens. Howtek's business and operations; and (c) The Company has delivered complies in all respects with all applicable building or made available to Buyer true, complete zoning codes 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 regulations of any breach Governmental Body having jurisdiction, except to the extent that the current use by Howtek, while permitted, constitutes or default nor repudiated any material provision thereofwould constitute a "nonconforming use" under current zoning or land use regulations. The Company has not received a notice of cancellation To Howtek's Knowledge, no eminent domain or termination condemnation proceedings are pending or threatened 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 PropertyInterests. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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.

Real Property. (a) The Company does not own any real property. (bSection 4.04(a) Schedule 2.15(b) sets forth a true, correct of the Disclosure Letter contains an accurate and complete list of all real property leased by Refinery Owned Real Property and includes the Company, whether as lessee or lessor (legal descriptions and tax parcel numbers thereof. The Seller is the “Leased title holder of record of all Refinery Owned Real Property”), each Contract relating . The Seller has good and valid fee simple title to the use and/or occupancy of such Leased all Refinery Owned 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than except for Permitted Encumbrances. (b) Section 4.04(b) of the Disclosure Letter contains an accurate and complete list of all Refinery Leases and sets forth the lease commencement date, the lease expiration date, the monthly rent, and the role of the Seller Company thereunder. True and correct copies of the Refinery Leases and all amendments, modifications, supplements, extensions and memoranda thereof have been delivered by Seller to Buyer. To Seller’s Knowledge, true and correct copies of all estoppel certificates and subordination, non-disturbance and attornment agreements related to the Refinery Leases have been delivered by Seller to Buyer. True and correct copies of the Third Party Leases and all amendments, modifications, supplements, extensions and memoranda thereof have been delivered by Seller to Buyer. With respect to each Refinery Lease, a Seller Company has a good and valid leasehold interest in all Refinery Leased Real Property, free and clear of all Liens, except for Permitted Encumbrances. No party to any Refinery Lease or Third Party Lease has exercised any option or right to (i) terminate such Refinery Lease or Third Party Lease, (ii) lease additional premises, (iii) reduce or relocate the premises demised by such Refinery Lease or Third Party Lease, or (iv) purchase any real property. No Seller Company has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Refinery Lease or interest therein or any Third Party Lease or interest therein. (c) The Section 4.04(c) of the Disclosure Letter contains an accurate and complete list of all Easements (including all amendments and modifications thereto and assignments thereof). With respect to each Easement, Seller or the applicable Seller Company has delivered or made available to Buyer truea good and valid easement interest therein, complete free and correct copies clear 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 thatLiens, 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 Propertyexcept for Permitted Encumbrances. (d) The Refinery Owned Real Property, the Refinery Leased Real Property comprises Property, and the Easements constitute all of the real property and interests in real property used or intended to be used inby the Seller Companies in connection with the ownership, or otherwise related to, the Business. The operation and use and operation of the Leased Real Property in the conduct Refinery and other Assets. (e) To Seller’s Knowledge, each of the Business does not violate Refinery Leases, Third Party Leases and Easements is in any material respect any Lawfull force and effect and is a legal, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge valid and binding obligation of the CompanySeller Company party thereto, enforceable against such Seller Company in accordance with its terms (and against each counterparty thereto), except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a Proceeding at law or in equity). (f) To Seller’s Knowledge, there are no unexercised options, rights of first offer or rights of first refusal to purchase any portion of or interest in the Real Property. (g) To Seller’s Knowledge, the Real Property is in material Actions pending nor threatened compliance with all Applicable Laws relating to zoning. No Seller Company has made any requests or applications to change the zoning classification of any portion of the Refinery Owned Real Property. To Seller’s Knowledge, all parcels of Refinery Owned Real Property have been validly subdivided (to the extent legally required) in accordance with all Applicable Laws. (h) Except for the Contracts listed on Section 4.04(h) of the Disclosure Letter (the “Third Party Leases”), the Seller Companies have exclusive possession of the Real Property and have not leased, licensed or granted occupancy rights to any Third Party in or to any portion of the Real Property. (i) There are no pending, or to Seller’s Knowledge, threatened, condemnation or eminent domain proceedings against or affecting with respect to any of the Easements, Refinery Leased Real Property or Refinery Owned Real Property. (j) None of the Seller Companies has received or sent any written notice of termination, cancellation, breach, or default to any party or from any party with respect to any Third Party Lease, Refinery Lease, Easement or Permitted Encumbrance and, to Seller’s Knowledge, there are no existing defaults, and there is no event which, with the giving of notice or the passage of time or both, would result in a default under or with respect to any of the foregoing. (k) True and correct copies of the current personal and real property Tax bills for the Refinery Owned Real Property have been delivered to Buyer by Seller, and, with respect to the real property Tax bills, such real property Tax bills cover the entirety of the Refinery Owned Real Property and do not cover or apply to any other real property. No special assessments have been levied, or to the Seller’s Knowledge, are contemplated or pending, against any portion of the Refinery Owned Real Property. (l) There is no litigation pending or, to the Seller’s Knowledge, threatened, that in any way relates to the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsthereof. (em) All Refinery Owned Real Property and all Refinery Leased Real Property used in the Operations either (i) abuts and has direct access to dedicated public streets which provide vehicular and pedestrian access, ingress and egress or (ii) is contiguous to other portions of Refinery Owned Real Property that abuts and has direct access to dedicated public streets which provide vehicular and pedestrian access, ingress and egress. (n) All Improvements located on the Refinery Owned Real Property and Refinery Leased Real Property are in good working order and condition, except where the failure to be in such condition would not prevent or materially interfere with Operations in the Ordinary Course of Business. (o) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other party is required under any Real Property Lease as the result in Section 4.04(o) of the Transactions contemplated hereby or Disclosure Letter, Seller holds all necessary real property rights and interests from the appropriate Governmental Authorities and other Third Parties to keep such Real Property Lease in full force maintain, operate and effect after utilize the execution docks, dock pipelines, wharf and delivery of this Agreement and the consummation marine terminal facilities of the Transactions contemplated herebyRefinery. (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.

Real Property. (a) The Company does not own real property specifically described on Schedule 4.11(a) (the “Real Property”), constitutes all of the real property used in the Business. None of the Real Property is owned by Seller or any real propertyAcquired Subsidiary. (b) Either Seller or any Acquired Subsidiary holds a valid leasehold interest in the Real Property pursuant to the lease agreements described on Schedule 2.15(b4.11(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of any and all Liens, other than except for Permitted Liens. (c) . The Company Leases are currently in full force and effect. Seller has previously delivered or made available to Buyer true, complete and correct accurate copies of all such Leases, each as currently in effect. (c) Either Seller or any Acquired Subsidiary has the right to quiet enjoyment of all Real Property subject to the Leases, for the full term of each such Lease and any renewal option related thereto. Each There has been no disturbance of or challenge to Seller’s or any Acquired Subsidiary’s quiet possession under each such Lease, and no leasehold or other interest of Seller in such Real Property Lease is subject to or subordinate to any Liens except Permitted Liens. Neither the whole nor any portion of any Real Property leased or occupied by Seller or any Acquired Subsidiary has been condemned, requisitioned or otherwise taken by any Governmental Authority, and, to Seller’s Knowledge, no such condemnation, requisition or taking is threatened or contemplated. All buildings, structures, fixtures and appurtenances comprising part of the Real Property are in good condition and have been well maintained, normal wear and tear excepted. (d) There are no management, maintenance, service or other Contracts with respect to the Real Property or the Improvements except as set forth on Schedule 4.11(d) (the “Service Agreements”). All of the Service Agreements are presently in full force and effect; all rents , and additional rents due to date on each Real Property Lease have been Seller has fully and completely 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 comprises performed all of the real property used or intended to be used inmaterial duties, or otherwise related toobligations, the Business. The use liabilities and operation responsibilities of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property Seller or any portion thereof Acquired Subsidiary under the Service Agreements arising on or interest therein in before the nature or in lieu of condemnation or eminent domain proceedingsdate hereof. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. SCHEDULE 4.7 accurately describes all real estate used in the operation of the Business as well as any other real estate possessed or leased by the Seller (collectively, the "Real Property"), and lists any leases other than the Building Leases under which any such Real Property is possessed (the "Real Estate Leases"). Except as set forth on SCHEDULE 4.7, neither the Seller nor any Affiliate thereof has any ownership interest in any real property used in the Business. SCHEDULE 4.7 also accurately describes any other real estate previously owned, leased or otherwise operated by the Seller or any predecessor thereof during the last five years and the time periods of any such ownership, lease or operation. All of the Real Property (a) The Company does not own any real property. is usable in the ordinary course of business and is in good operating condition and repair and (b) Schedule 2.15(b) sets forth a trueconforms in all material respects and, correct in any event, to the extent necessary to allow the lawful operation of the Business, with any applicable Laws relating to its construction, use and complete list operation. The Real Property and the Seller's use thereof complies with applicable zoning Laws. The Seller, or the landlord of all real property any Real Property leased by the CompanySeller, whether as lessee has obtained all licenses and rights-of-way from governmental entities or lessor (private parties that are necessary to ensure vehicular and pedestrian ingress and egress to and from the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each Real Property Estate Lease is in full force and effect; all rents effect and additional rents due has not been assigned, modified, supplemented or amended and, to date on each Real Property Lease have been paid and the Seller's knowledge, neither the Company landlord nor any other party to tenant under any such Real Property Lease has received notice lease is in default under any such lease, and no circumstance or set 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 thatfacts exist which, with the giving of notice or lapse passage of time, or both, would constitute permit landlord or tenant to terminate any such lease. The Seller is current on all payments relating to the Real Estate Leases including, without limitation, rent, utilities, taxes and insurance. The Seller has not subleased, licensed or in any manner underlet any portion of real property subject to a material breach or default Real Estate Lease. The Seller has good and marketable leasehold title to each Real Estate Lease, free of all Encumbrances, insurable as such at regular rates by any reputable title insurer selected by the Company or any other party thereto, under any Buyer. All leasehold interests of the Real Property Leases. The Company is not Seller are evidenced of record in accordance with the requirements of applicable Law by the filing or recording, as appropriate, of a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, notice of lease, occupancy short form lease or enjoyment memorandum of any leased or subleased Leased Real Propertylease in respect of such leasehold interest. (d) The Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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.

Real Property. (a) The Company does not own any None of the Contributed Assets constitutes real propertyproperty owned by HSI or NLS. (b) Schedule 2.15(b3.10(b) sets forth a true, correct and complete list of all describes each interest in real property leased by HSI and its Subsidiaries with respect to the CompanyContributed Schein Vet Business, whether as lessee including the lessor of such leased property, and identifies each lease or lessor any other agreement under which such property is leased (collectively, the “Leased Real Property”), each 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 “HSI Real Property Leases,” and the real property subject to such HSI Real Property Leases being herein called the “HSI Leased Premises”), . HSI and each of its Subsidiaries enjoys peaceful and quiet possession of the HSI Leased Premises and neither HSI nor NLS has received 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 2.15(b) also lists written notice from any landlord under any HSI Real Property Lease asserting the existence of a material default under any HSI Real Property Lease (i) or the street address existence of each any condition which after the passage of time or the giving of notice or both would constitute a default of or breach under any HSI Real Property Lease; (ii) or been informed in writing that the landlord lessor under any HSI Real Property Lease has taken action or, to the knowledge of HSI, threatened to terminate the HSI Real Property Lease before the expiration date specified in the HSI Real Property Lease. Except as set forth on Schedule 3.10(b), the rent currently being paid pursuant transactions contemplated by this Agreement or any other Transaction Document will not be the basis for any lessor under a HSI Real Property Lease to each terminate its HSI Real Property Lease prior to the expiration date of the HSI Real Property Lease. The HSI Leased Premises, the condition thereof, the purposes for which such HSI Leased Premises are used and the expiration activities of HSI with respect to the term of such Contributed Schein Vet Business therein, conform in all material respects with Applicable Laws (except Environmental Laws, as to which only Section 3.21 applies) and all insurance requirements and restrictive covenants affecting the HSI Leased Premises. The HSI Leased Premises have adequate electric and other utility services for the operations conducted therein by HSI with respect to the Contributed Schein Vet Business. There are no “put” or other similar obligations requiring HSI to purchase or lease any real property or facilities with respect to the Contributed Schein Vet Business. Except as set forth on Schedule 3.10(b), there are no security deposits under the HSI Real Property Lease; Leases and (iii) the current use no security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of a breach of or default under such Real Property Lease. The Company has a valid Except as set forth on Schedule 3.10(b), none of the HSI Real Property Leases contains any “change of control” provisions triggered by the consummation of the transactions contemplated by this Agreement or any other Transaction Document. (c) Except as set forth on Schedule 3.10(c), the HSI Leased Premises include all of the land, buildings, structures and enforceable other improvements used by HSI and its Subsidiaries in the conduct of Contributed Schein Vet Business. (d) HSI Improvements are in good condition and repair and sufficient for the operation of the Contributed Schein Vet Business. (e) There are no leases, subleases, licenses or other agreements granting to any Person other than HSI or its Subsidiaries any right to the possession, use, occupancy or enjoyment of the HSI Leased Premises or any portion thereof (other than parking and other common areas used by other tenants). (f) HSI and each of its Subsidiaries holds its leasehold interest in all its the HSI Leased Real Property reflected in Premises (including each of the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is HSI Improvements) free and clear of all Liens, other than except for Permitted Liens. (cg) 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge knowledge of the CompanyHSI, there are no material Actions condemnation Proceedings pending nor or, to the knowledge of HSI, threatened against or affecting the Leased Real Property with respect to all or any portion thereof or interest therein in part of the nature or in lieu of condemnation or eminent domain proceedingsHSI Leased Premises. (eh) Except as set forth on Schedule 2.15(e), There are no consent outstanding leasing commissions with respect to the HSI Real Property Leases and all real estate Taxes now and heretofore due or payable with regard to the HSI Leased Premises have been paid. There is no proposed or pending imposition of any landlord special or any other party is required under any Real Property Lease as assessments for public betterments or otherwise, affecting 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 herebyHSI Leased Premises. (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.

Real Property. (a) The Company does Group Entities do not own any fee interest in any real property. (b) Schedule 2.15(b) sets forth a true, correct and complete 2.11 of the Disclosure Letter will list all leases of all real property (and the lands covered thereby) pursuant to which any Company Group Entity leases real property for use in connection with the Business (all such leased by the Companyreal property, whether as lessee or lessor (the “Leased Real Property” and, all such listed leases collectively, the “Scheduled Leases”), in each Contract relating to case specifying the use and/or occupancy address of such the 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 (name of the “Real Property Leases”)lessor and lessee, 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 2.15(b) also lists (i) the street address term of each Real Property Lease; (ii) lease. Each Scheduled Lease is in full force and effect and constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that would constitute, or that with the landlord giving of notice or the passage of time or both would constitute, a default under the Real Property Lease, the rent currently being paid pursuant any Scheduled Lease by a Company Group entity or by any other party to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property any Scheduled Lease. The Company has a valid and enforceable leasehold interest in all its Group Entities validly occupy the Leased Real Property reflected in accordance with the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is terms of such lease free and clear of all Liens, other than Liens except Permitted Liens. (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 comprises constitutes all of the real property that has been used or intended to be used in, or otherwise related to, in connection with the Business. The use ownership and operation of the Leased Real Property in Business since December 31, 2017. Other than the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the CompanyCompany Group Entities, there are no material Actions pending nor threatened against parties in possession of any portion of any Leased Real Property as lessees, subtenants, tenants at sufferance or affecting trespassers. The Company Group Entities have full right and authority to use and operate all of the improvements located on the Leased Real Property or 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 setback lines, covenants and reservations. Certificates of occupancy and all other material licenses, permits, authorizations and approvals required by 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 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 Governmental Authority having jurisdiction over the Leased Real Property have been completed 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 Company has not received any written notice that improvements located on the Leased Real Property (the “Facilities”). There is not in compliance with applicable Law andno pending or, to the Knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the CompanyLeased Real Property, there are presently in effect all Permits required by Lawnor is any such proceeding or assessment being contemplated. The Facilities are free from material structural and mechanical defects (including roofs) and have been used by the Company Group Entities in the Ordinary Course of Business and remain as of the date of this Agreement in suitable and adequate condition for such continued use. Neither ▇▇▇▇▇▇▇▇ nor any of his/its respective Affiliates have deferred maintenance of the Facilities in contemplation of the Contemplated Transactions. All of the Leased Real Property has not received direct access to public roads without the use of any written notice easement, license or right of way. MIPA – AAG Hyundai 12 (d) ▇▇▇▇▇▇▇▇ shall furnish LMP with true and complete copies of (i) all deeds, leases, title opinions, title encumbrances, title insurance policies and surveys in the possession of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any of their respective Affiliates that there does not exist at least the minimum access required by applicable subdivision or similar Law relate to the Leased Real Property, together with true and complete copies of all title insurance policies and the most current survey of the Leased Real Property and the Facilities in the possession or control of ▇▇▇▇▇▇▇▇, the Company Group Entities, or any of their respective Affiliates, and (ii) all reports of any engineers, environmental consultants or other consultants in their possession relating to any of the Leased Real Property or the Facilities. (e) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Leased Real Property in sufficient quantities and quality to adequately serve the Leased Real Property in connection with the operation of the Business conducted therefrom as such operations are currently conducted thereon.

Real Property. (a) The Company does not own any Schedule 4.8(a) to the Disclosure Letter contains a true, complete and correct list of all real property owned by a Seller 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 rights of first refusal to purchase or lease any Owned Real Property, or any portion thereof or interest therein to which a Seller is a party. The applicable Seller has good and marketable fee title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 2.15(b4.8(b) to the Disclosure Letter sets forth a true, correct and complete list of 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 Companyoperation of the Business (collectively, whether as lessee or lessor (the “Leased Real Property”), and a true and complete list of all Leases for each Contract relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements to lease or other occupancy agreements Property (written or oral) entered into by the Company, including all amendments thereto (the “Real Property Leases”and modifications thereto), 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 comprises (together with the Owned Real Property disclosed on Schedule 4.8(a) to the Disclosure Letter) constitutes all of the real property used or intended held for use in the operation of the Business as presently conducted, except for any real property that is subject to be used ina license to use or lease pursuant to a Transaction Document. (d) Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise related to, the Business. The use and operation caused any Encumbrance to exist with respect to any of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsProperty. (e) Except as set forth on Schedule 2.15(e)4.8(b) to the Disclosure Letter, no consent of Seller has granted any landlord oral or written right or interest in or to the Leased Real Property or Owned Real Property to any other party is required under any Person to lease, sublease, license or otherwise use or occupy the Leased Real Property Lease as or the result Owned Real Property and there are no third parties occupying, in possession of or otherwise using any portion of the Transactions contemplated hereby or to keep such Leased Real Property Lease in full force and effect after the execution and delivery of this Agreement and the consummation of the Transactions contemplated herebyor Owned Real Property. (f) All improvements necessary for the Business and constituting part The physical condition of the Leased Real Property and Owned Real Property is sufficient to permit the continued 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 an order by, any Person, any insurance company that has issued a policy with respect to any of the Owned Real Property or Leased Real Property 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 respect to any of the Owned Real Property or Leased Real Property or (C) requests the performance of any repairs, alterations or other work to or in any of such Owned Real Property or Leased Real Property or in the streets bounding the same, where any such violation, claim or request remains outstanding and, if unaddressed, would have been completed and a Material Adverse Effect on the Company has not received any written notice that use of the Leased Real Property or the Owned Real Property. (g) To Sellers’ Knowledge, no portion of the Leased Real Property or Owned Real Property is not in compliance with applicable Law subject to any pending condemnation proceeding or proceeding by any Governmental Authority or other authority and, to the Knowledge of the CompanySellers’ Knowledge, 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 is no threatened condemnation or similar Law to the Leased Real Propertyproceeding with respect thereto.

Real Property. (a) The Company Seller does not own a fee interest in any real property. (b) . Schedule 2.15(b) 4.6 sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company Seller has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases. Each Real Property such Leases (including, all amendments, modifications and supplements thereof) to Buyer and each Lease is in full force and effect; all rents and additional rents due to date on each . Seller, as tenant under the Leases, is not in arrears in the payment of any rent under the Leases. Neither the Leasehold Estates nor any portion of the Leased Real Property Lease have been paid materially impaired or otherwise adversely affected by any acts or omissions of Seller or any of its Representatives. Seller enjoys undisturbed possession of all the Leased Real Property in the manner provided for in the Leases and neither there are no contractual or legal restrictions that preclude or materially restrict the Company nor ability to conduct and operate the Business on the Leased Real Property as it is presently being conducted and operated thereon. Except as set forth on Schedule 4.6, no Lease requires the Governmental Consent or Third Party Consent of any other contracting party to any such Real Property Lease has received notice of any breach or default nor repudiated any material provision thereofthe transactions contemplated by this Agreement. The Company has not received a notice of cancellation or termination with With respect to any Real Property each Lease, on the Closing Date the Leasehold Estates will be free and clear of all Encumbrances other than Permitted Encumbrances. There exists are no event thatpending or, with notice to the Knowledge of Seller, threatened eminent domain proceedings, condemnation proceedings or lapse of time, or both, would constitute a material breach or default by the Company other Actions relating to all or any other party thereto, under any portion 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. . All approvals of governmental authorities (d) The Leased Real Property comprises all including Permits and any required certificate of the real property used occupancy or intended to be used in, or otherwise related to, the Business. The use other similar certificate permitting lawful occupancy and operation of the Leased Real Property by Seller) of a material nature required in connection with the occupation and operation of the Leased Real Property by Seller have been obtained, are current, and are in full force and effect. The Leased Real Property and the use and operation thereof comply in all material respects with such Permits, approvals and certificates. The improvements constructed on or located on the Leased Real Property together with all Leasehold Improvements, 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 and in accordance with the terms of each Lease, (ii) 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) appropriate for the conduct and operation of the Business does as presently conducted and operated and (v) free and clear of all Encumbrances other than Permitted Encumbrances. Seller has not violate in received notice of any material respect special assessment relating to any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof and there is no pending or, to Seller’s Knowledge, threatened special assessment. Seller has not subleased any portion of the 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 agreement, nor has Seller assigned (or pledged) its interest therein under the Leases to any third party. Seller has the full right to exercise any options contained in the nature or in lieu Leases on the terms and conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of condemnation or eminent domain proceedings. (e) such options with respect thereto. Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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 Company4.6, there are presently in effect all Permits required no Tax certiorari proceedings or claims for Tax adjustments or abatements requested or initiated by Law. The Company has not received Seller, or to Seller’s Knowledge, requested or initiated by any written notice that there does not exist at least landlord under the minimum access required by applicable subdivision or similar Law to the Leased Real PropertyLeases.

Real Property. (a) The Company does not own any real property. Schedule 5.7 (b) Schedule 2.15(ba) sets forth a true, correct and complete list of all real property owned by each of the Sellers and Purchased Subsidiaries and specifies those Sellers and Purchased Subsidiaries which occupy such property if different from the owners and describes each leasehold interest in real property leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by any Seller or Purchased Subsidiary (such leased by the Companyreal property together with such owned real property, whether as lessee or lessor (the “Leased Real Property”), each Contract relating to and specifies the use and/or occupancy lessor(s) of such Leased Real Propertyleased property, including all leasesthe Seller or Purchased Subsidiary occupying such leased property, subleases, agreements to and identifies each lease or any other occupancy agreements (written or oral) entered into by the Company, including all amendments thereto Contractual Obligation under which such property is leased (the “Real Property Leases”). Except as described on Schedule 5.7(a) there are no written or oral subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of the Real Property and there is no Person (other than any Seller or any Purchased Subsidiary and any lessor(s) of leased Real Property) in possession of the leased Real Property. With respect to each Real Property Lease that is a sublease, the representations and warranties set forth in Section 5.7(b) are true and correct with respect to the underlying lease. (b) The Real Property Leases do not impose material restrictions on any portion of the Business other than radius or use restrictions described on Schedule 5.7(b) that do not materially interfere with the Business. No Seller or Purchased Subsidiary is obligated to pay any leasing or brokerage commission as a result of the transactions contemplated hereby. There is no pending or threatened eminent domain taking affecting any of the Real Property. The Sellers have delivered to Purchaser true, correct and complete copies of the Real Property Leases including all amendments, modifications, notices or memoranda of lease guarantees, tenant estoppels, thereto and all estoppel certificates or subordinations, non-disturbance and attornment agreementsagreements related thereto in Sellers’ possession or under its control, including all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensif any. (c) The Company has delivered or made available to Buyer true, complete and correct copies None of all Real Property Leases. Each Real Property Lease is in full force and effect; all rents and additional rents due to date the Facilities currently existing 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 encroaches upon the real property of any sublease or other instrument granting to Person, and no facility of any other Person any right encroaches upon the Real Property. Each Facility is supplied with utilities and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection and telephone) necessary for the operation of such Facility as the same is currently operated or currently contemplated to be operated; and each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the possession, lease, occupancy or enjoyment extent necessary for the conduct of any leased or subleased Leased Real Propertythe Business. (d) The Leased Real Property comprises all of All Permits necessary in connection with the real property used or intended to be used inconstruction upon, or otherwise related to, the Business. The and current and currently contemplated use and operation of, the Real Property and the lawful occupancy thereof have been issued by the appropriate Governmental Authorities. The current and currently contemplated use of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 all material respects, in accordance with applicable Law and, to the Knowledge certificates of occupancy relating thereto and the Company, there are presently in effect all Permits required by Lawterms of any such Permits. The Company has Real Property and its current and currently contemplated use, occupancy and operation by Sellers and Purchased Subsidiaries and the Facilities located thereon do not received (i) constitute a nonconforming use under any written notice that there does not exist at least the minimum access required by applicable building, zoning, subdivision or other land use or similar Law to Legal Requirements or (ii) otherwise violate or conflict with any covenants, conditions, restrictions or other Contractual Obligations, including the Leased Real Propertyrequirements of any applicable Encumbrance.

Real Property. (a) Section 3.12(a) of the Warrantor Disclosure Schedule sets forth an accurate and complete description of all real property in which any Investee Company has a fee simple estate, land-use rights or other ownership interest (the "Owned Real Property"). The Company does not own Investee Companies have good and marketable title to the Owned Real Property, free and clear of any real propertyEncumbrances. (b) Section 3.12(b) of the Warrantor Disclosure Schedule 2.15(b) sets forth a true, correct an accurate and complete list description (by subject leased real property, the date and term of the lease, sublease or other occupancy right, the name of the parties thereto, each amendment thereto and the aggregate annual rent payable thereunder) of all real property leased by in which any Investee Company has a leasehold or subleasehold estate or other right to use or occupy (collectively, the Company, whether as lessee or lessor (the “"Leased Real Property”"), each Contract . The Warrantors have delivered to the Investor accurate and complete copies of all leases and other Contracts granting a right in or 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected and all Contracts and other documents evidencing, creating or constituting Encumbrances upon or rights in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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. (c) Each Investee Company holds valid leasehold interests in its Leased Real Property, free and clear of any Encumbrances. (d) The Leased Use of the Owned Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in for the conduct various purposes for which it is presently being used is permitted as of right under applicable zoning Laws and is not subject to "permitted non-conforming" use or structure classifications. All buildings, fixtures and other improvements, including the Business does not violate in any material respect any Lawroof, covenantfoundation and floors and the heating, conditionventilation, restrictionair conditioning, easementmechanical, licenseelectrical and other building systems, Permit or Contract. To located on the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting Owned Real Property and the Leased Real Property (collectively, the "Improvements") are in material compliance with all applicable Laws, including those pertaining to health and safety, zoning, building and the disabled. The Owned Real Property and the Leased Real Property are supplied with utilities and other services necessary for the operation of the businesses of the Investee Companies and each parcel of such Real Property abuts on and has direct vehicular access to an improved public road or any portion thereof or interest therein in access to an improved public road via a permanent, irrevocable appurtenant easement improved with a road benefiting the nature or in lieu parcel of condemnation or eminent domain proceedingssuch Real Property. (e) Except as set forth on Schedule 2.15(e), no consent No Person other than an Investee Company is in possession of any landlord or any other party is required under any portion of the Owned Real Property Lease as or the result Leased Real Property. No Investee Company has granted to any Person the right to use or occupy any portion of any parcel of the Transactions contemplated hereby or to keep such owned Real Property Lease in full force or the Leased Real Property, and effect after the execution and delivery of this Agreement no Investee Company has received notice, and the consummation Warrantors have no Knowledge, of any claim of any Person to the Transactions contemplated herebycontrary. (f) All improvements necessary The Improvements are structurally sound, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, are free from latent and patent defects, are suitable for the Business purposes for which they are being used and constituting part of planned to be used by the Investee Companies and have been maintained in accordance with normal industry practice. The Owned Real Property and the Leased Real Property have been completed and constitute all such property used in or necessary to conduct the Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law and, to the Knowledge businesses of the Company, there are presently in effect all Permits required Investee Companies as conducted and as currently planned to be conducted 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 PropertyInvestee Companies.

Real Property. (a) The Company does not own any real property. (bSection 3.12(a) of the Seller Disclosure Schedule 2.15(b) sets forth a true, correct list that is complete and complete list accurate of all of the real property leased owned as of the date hereof by the Company, whether as lessee or lessor any Transferred Company (the “Leased Business Owned Real Property”). The Transferred Companies, each Contract relating as applicable, have good and marketable title to the use and/or occupancy of such Leased all Business Owned 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than except Permitted Liens. Except as would not reasonably be expected to be material to the Transferred Companies and the Business, taken as a whole, neither Parent nor its Affiliates has received written notice of any, and to the Knowledge of Sellers, there is no, default by any of the Transferred Companies under any restrictive covenants affecting the Business Owned Real Property, and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default by any of the Transferred Companies, under any such restrictive covenants. There are no outstanding options or rights of first refusal to purchase the Business Owned Real Property. The existing buildings and improvements located on the Business Owned Real Property are located entirely within the boundary lines of such Business Owned Real Property or on permanent easements on adjoining land benefiting such Business Owned Real Property and may lawfully be used under applicable zoning and land use laws for their current use. (b) Section 3.12(b) of the Seller Disclosure Schedule sets forth a list as of the date hereof of (i) the address of all of the real property leased, subleased, licensed or otherwise used or occupied by any Transferred Company (the “Business Leased Real Property” and together with the “Business Owned Real Property”, the “Business Real Property”) and (ii) the name of the lessee of such Business Leased Real Property. Except as would not reasonably be expected to be material to the Transferred Companies and the Business, taken as a whole, the Transferred Companies, as applicable, have a valid leasehold or subleasehold (as applicable) interest in all Business Leased Real Property, free and clear of all Liens, except Permitted Liens. All leases and subleases of the Business Leased Real Property under which any Transferred Company is a lessee or sublessee (together with all amendments and modifications thereto, the “Leases”) are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions. A correct and complete copy of each Lease in effect as of the date of this Agreement has been provided to Purchaser. None of the Sellers or any of their respective Subsidiaries has received any written notice of any, and there is no default by any of the Transferred Companies, or to the Knowledge of the Sellers, by any other party, under any Lease and no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a default by any Transferred Company, or, to the Knowledge of Sellers, any other party under such Lease, in each case except as would not reasonably be expected to be material to the Transferred Companies and the Business, taken as a whole. (c) The There are no material leases, subleases, licenses or similar use or occupancy agreements pursuant to which any Transferred 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 grants to any such Real Property Lease has received notice of any breach third party the right to use 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 possession of the Business Real Property LeasesProperty. The Company is Except as would not a sublessor or grantor under any sublease or other instrument granting reasonably be expected to any other Person any right be material to the possessionTransferred Companies and the Business, leasetaken as a whole, occupancy or enjoyment of any leased or subleased Leased Real Property. (d) The Leased Real Property comprises all of the real property used or intended buildings and other improvements located on the Business Real Property are in good working condition, giving due account to be used in, or otherwise related to, the Business. The age and length of use and operation of the Leased Real Property in the conduct same and subject to ordinary wear and tear and as of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, date hereof there are no material Actions pending nor threatened against or 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 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 andor, to the Knowledge of the CompanySellers, 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 threatened condemnation proceedings relating to the Leased Business Real Property.

Real Property. (a) The Company does Section 4.24(a) of the Metrocall Disclosure Schedule sets forth a list of the addresses of all real property owned by Metrocall or any of its Subsidiaries (the "Metrocall Owned Real Property"). Either Metrocall or its Subsidiaries, as applicable, has good and marketable fee title to each of the Metrocall Owned Real Property, except for defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not own materially interfere with the ability of Metrocall and its Subsidiaries to conduct their business, taken as a whole, as currently conducted. There is no pending or, to the knowledge of Metrocall, threatened condemnation or eminent domain proceeding with respect to any real propertyMetrocall Owned Real Property. All of the buildings, fixtures and other improvements located on the Metrocall Owned Real Property are in good operating condition and repair in all material respects. (b) Section 4.24(b) of the Metrocall Disclosure Schedule 2.15(b) sets forth a true, correct and complete list of all leases and similar agreements (the "Metrocall Leases") for real property leased, subleased or licensed by Metrocall or any of its Subsidiaries (the "Metrocall Leased Real Property") and the location of the premises subject to the Metrocall Leases, except such Metrocall Leases the absence of which, individually or in the aggregate, would not materially interfere with the ability of Metrocall and its Subsidiaries to conduct their business, taken as a whole, as currently conducted. Neither Metrocall nor any of its Subsidiaries nor, to the knowledge of Metrocall, any other party to any Metrocall Lease, is in material default under any Metrocall Lease. Each Metrocall Lease is valid and binding against Metrocall or any of its Subsidiaries party thereto and, to the knowledge of Metrocall, each other party thereto, and in full force and effect, and all base rent payable by Metrocall or any of its Subsidiaries, as tenant thereunder, is current. Metrocall or one of its Subsidiaries has a valid leasehold interest in and the right to use or occupy each such parcel of real property leased by the Companyit, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liensliens, other than Permitted Liens. (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 except for any of the Real Property Leases. The Company is following: (i) liens for taxes, assessments or governmental charges or levies (A) not a sublessor yet due or grantor under any sublease or (B) delinquent and being diligently contested in good faith; (ii) statutory liens of carriers, warehousemen, mechanics, materialmen and the like arising in the ordinary course of business and for obligations not yet due and payable; (iii) easements, restrictive covenants, rights of way and other instrument granting to any other Person any right to similar imperfections of title that do not materially adversely affect the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Property. (d) The Leased Real Property comprises all use of the real property used as presently used; (iv) zoning, building and other similar restrictions that do not materially adversely affect the use of the property as presently used; (v) temporary security interests in favor of suppliers of goods for which payment has not yet been made in the ordinary course of business consistent with past practice; (vi) liens on the interests of lessors (but not Metrocall or intended any of its Subsidiaries as tenant or lessee); (vii) liens listed in Section 4.24(b) of the Metrocall Disclosure Schedule; and (viii) other liens or encumbrances that would not, individually or in the aggregate, reasonably be expected to be used in, materially affect the use of such property subject thereto or affected thereby or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsmaterially impair business operations at such property. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company does Seller 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 own any real propertylimited to title insurance policies, attorney's opinions on title, surveys, covenants, deeds, notes and deeds of trust and easements relating to the Real Property. (b) Schedule 2.15(b) sets forth a truePurchaser shall notify Seller in writing within 30 days after the date of this Agreement of any mortgages, correct and complete list of all 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 leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each Contract relating to taxes not yet due and payable and easements and rights of way which do not materially interfere with 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”)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, and however, that Seller shall not be obligated to bring any lease guaranteeslawsuit or 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, tenant estoppels, subordinations, non-disturbance and attornment agreements, including all amendments thereto, and all condominium documents and service agreements relating thereto. Schedule 2.15(b) also lists Purchaser shall have the option either to (i) the street address of each Real Property Lease; terminate this Agreement, or (ii) the landlord under the Real Property Lease, the rent currently being paid to receive title in its then existing condition. Upon termination of this Agreement pursuant to each Real Property Leasethis Section 1.10, and neither party shall have any further liability to the expiration of the term of such Real Property Lease; and (iii) the current use other party under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensthis Agreement. (c) The Company has delivered or made available Purchaser shall have the right to Buyer trueupdate 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, 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 Seller may elect to date on each Real Property Lease have been paid and neither delay the Company nor any other party Closing for up to 30 days while it makes a good faith effort to cure any such Real Property Lease has received notice 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 good faith) to cure a Title Defect. If Seller is unable to cure any breach or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect such Title Defect within such 30 day period, Purchaser shall have the option either to any Real Property Lease. There exists no event that, with notice or lapse of time(i) terminate this Agreement, or both, would constitute a material breach or default by (ii) receive title in 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 Propertythen existing condition. (d) The Leased Purchaser shall have the right to conduct such investigation of environmental matters with respect to the Real Property comprises all as it may reasonably require and shall report the results of any such investigation to Seller no later than 45 days after the real property used or intended date of this Agreement. Seller shall have the right, but not the obligation, to be used incure any material violation of law relating to the environment which is discovered by Purchaser's investigation. If Seller refuses to cure any material violation of law relating to the environment, or otherwise related to, Purchaser shall have the Business. The use and operation of option either to (i) purchase the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, its then existing condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings(ii) to terminate this Agreement. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) Schedule 4.11(a) of the Seller 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 does not own 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 as 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 any real propertymaterial 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 purchase or lease the Owned Real Property or any material portion thereof or material interest therein. (b) Schedule 2.15(b4.11(b) of the Seller Disclosure Schedule sets forth by address a true, correct and complete list of all real property leased by the Company, whether as leases and subleases under which an Acquired Company is a lessee or lessor sublessee that are, in each case, in effect as of the date of this Agreement (any such lease or 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 thereto, the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 a valid and effect; all rents binding obligation of the Acquired Company party thereto, subject to the Bankruptcy and additional rents due Equity Exception. Seller has made available to date on each Purchaser accurate and complete copies of the Real Property Lease have been paid Leases as in effect as of the date of this Agreement. The Real Property Leases and neither Leased Real Property constitute valid leasehold interests and are free and clear of all Encumbrances other than the Company nor Permitted Encumbrances. Except as set forth on Schedule 4.11(b) of the Seller Disclosure Schedule and subject to Permitted Encumbrances, (i) each of the applicable Acquired Companies has, in all material respects, exclusive, quiet possession and quiet enjoyment of the Leased Real Property and all rights, servitude, and privileges belonging or appertaining thereto, (ii) none of the Acquired Companies has subleased, encumbered or subject to licenses, permits, occupancy or tenancy agreements of any other party kind the right to use or occupy any material portion of any Leased Real Property to any such Person, and (iii) no Affiliate of any Acquired Company and/or the Seller is the owner or lessor of any Leased Real Property Lease Property. (c) As of the date of this Agreement, no Acquired Company has received any written notice of any breach default 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 without notice, lapse of time, time or both, would constitute a material breach or default by the such Acquired Company or any other party thereto, under any of the Real Property Leases. The No Acquired Company is not a sublessor in default or grantor breach (after the expiration of any notice or cure period) under any sublease Real Property 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 instrument granting party pursuant to any Real Property Lease, or permit termination, modification or acceleration of rent by any party to any Real Property Lease. Except as set forth on Schedule 4.11(c) of the Seller Disclosure Schedules, the consummation of the transactions contemplated by this Agreement does not require the consent of or notice to any other Person party to any right Real Property Lease and will not result in a breach of or default under any Real Property Lease, or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing. (d) To the Knowledge of Seller and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) there are no rents, required deposits or additional rents due to date pursuant to the possessionReal Property Leases that have not been paid in full or will not be paid in the ordinary course, lease(ii) no security deposit or portion thereof deposited with respect to the Real Property Leases has been applied in respect of a breach or default under such Real Property 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 Real Property Leases or any interest therein and (v) the owners of the Leased Real Property have not made any assignment, mortgage, pledge or hypothecation of such Real Property Leases or the rents or use fees due thereunder, in each case of the foregoing clauses (i)-(v), subject to Permitted Encumbrances. To the 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 applicable 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 enjoyment 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 leased notice or subleased Leased cure period) under any mortgage or similar instrument encumbering any Real Property. (df) The Leased Real Property comprises and all material improvements thereon, including without 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 are reasonably sufficient for the operation thereof for its current use. There are no material structural or other physical defects or deficiencies in the condition of the real property used or intended to be used inReal Property, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against facts or affecting conditions that would, individually or in the Leased aggregate, materially interfere with the use or occupancy of such Real Property or any portion thereof or interest therein in the nature or in lieu operation of condemnation or eminent domain proceedings. (e) Except the business of the Acquired Companies as set forth on Schedule 2.15(e)currently conducted thereon. As of the date of this Agreement, no consent of any landlord or any other 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 Acquired Company has not received any written notice that the Leased Real Property is not in compliance with applicable Law andof, and to the Knowledge of the CompanySeller, there are presently no material special Taxes, levies or assessments, contemplated, pending or certified, with respect to any of the Real Property, in effect all Permits required 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 Lawthe 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. 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 any of the Real Property of water, sewer, gas, electric, telephone, drainage and other 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, (i) each Real Property enjoys reasonably sufficient ingress and 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 the date of this Agreement, no Acquired Company has not received any written notice from any insurance company or board of fire underwriters providing coverage under any Insurance Policy of any defects or inadequacies that there does not exist at least would materially and adversely affect the minimum access required by applicable subdivision insurability of any Real Property or similar Law requiring the performance of any material work or alteration with respect to the Leased any Real Property.

Real Property. (a) The Company does not own any real propertyBuyer has received an ALTA/ACSM survey of the Owned Real Property (the “Survey”) prepared by a Michigan registered surveyor. (b) Schedule 2.15(b) sets forth a true, correct and complete list of all real property leased by the Company, whether as lessee Seller has caused or lessor will cause First American Title Insurance Company (the “Leased Title Insurer”) to furnish to Buyer and Seller with a commitment (“Commitment”) regarding each Owned Real Property”Property for an ALTA 2006 Owner’s Policy of Title Insurance in an amount reasonably acceptable to Buyer and Seller (but in any event no less than the current assessed value for the land and improvements on each Owned Real Property on the Closing Date). The Commitment, each Contract relating the Schedule B documents and the Survey, if any, shall collectively be referred 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 (as the “Real Property LeasesTitle Evidence”), 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered On or made available before the Closing, Seller will cause Title Insurer to furnish 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 an owner’s title insurance policy (“Title Policy”) issued by Title Insurer pursuant 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 timeCommitment, or both, would constitute a material breach or default suitably marked up Commitment initialed by the Company or any other party theretoTitle Insurer undertaking to issue a Title Policy within a reasonable time in the form required by the Commitment, 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 Propertyas reasonably approved by Buyer. (d) The Leased Real Property comprises all Seller will pay the costs of the real property used 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 intended 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 used indelivered 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 otherwise related to, monetary liens (the Business“Payment Objections”) and such payments shall be paid at Closing by Seller from the Closing proceeds. The use Buyer will pay recording fees for each deed and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit other documents desired by Buyer or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsits lender. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any The other 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 provisions of this Agreement notwithstanding, Seller will pay all general real estate taxes and installments of special assessments, including any interest and penalties, with respect to 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 special assessments with respect to the Owned Real Estate due and payable in the year of Closing as of the Closing Date based upon the calendar year, without duplication of any accrual 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 consummation number of days in such year after the Transactions contemplated herebyClosing Date. Seller shall receive a credit at Closing for any real estate taxes and assessments previously paid by Seller with respect to the 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. (f) All improvements necessary Seller and Seller Shareholders acknowledge that Buyer has not completed its due diligence with respect to the Title Evidence, and accordingly a closing condition in favor of 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 Title Evidence raised by Buyer. (h) Notwithstanding any other provision 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. In furtherance thereof, the parties agree that the pro-forma title policy issued by Title Insurer and agreed to by Buyer shall be the basis 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, items 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 Propertybe set forth on Schedule 12.14.

Real Property. (a) The Neither the Company does not own nor any Subsidiary directly or indirectly own, or have any rights to acquire, any real property. (b) Schedule 2.15(b5.12(b) sets forth a true, correct and complete list lists all of all the real property leased and interests therein leased, subleased or otherwise occupied or used by the CompanyCompany or any Subsidiary (with all easements and other rights appurtenant to such property, whether as lessee or lessor (the “Leased Real Property”), . For each Contract relating to the use and/or occupancy item 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 2.15(b5.12(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Leaselessor, the rent currently being paid pursuant to each Real Property Leaselessee, the lease term, the lease rate, and the expiration of lease, sublease, or other Contract pursuant to which the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has or Subsidiary holds a valid and enforceable leasehold possessory interest in all its the Leased Real Property reflected in and all amendments, renewals, or extensions thereto (each, a “Lease”). The leasehold interest of the Financial Statements Company or acquired after the Recent Balance Sheet Date. All Subsidiary with respect to each item of Leased Real Property is free and clear of all Liensany Encumbrances, except Permitted Encumbrances. Neither the Company nor any Subsidiary is a sublessor of, nor has assigned any lease covering, any item of Leased Real Property. Leasing commissions or other than Permitted Liensbrokerage fees due from or payable by the Company or any Subsidiary with respect to any Lease have been paid in full. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Leased Real Property Leasesconstitutes all interests in real property currently occupied or used in connection with the Business. Each 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 is in full force and effect; all rents and additional rents due relating to date on each such item. To Sellers’ Knowledge, the Leased Real Property Lease have been paid complies with all Laws, including zoning requirements, and neither the Company nor any other party to any such Real Property Lease Subsidiary has received notice of any breach notifications from any Governmental Body or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation or termination with respect insurance company recommending improvements 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 comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 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 actions relative to the Leased Real Property. The Company and each Subsidiary have delivered to Buyer a copy of each deed and other instrument (as recorded) by which 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. Neither the Company nor any Subsidiary is 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 Company or any Subsidiary of any real estate interest not currently in possession of the Company or any Subsidiary.

Real Property. (a) The Company does not own any real property. (bSCHEDULE 4.11(A) Schedule 2.15(b) sets forth a true, correct and complete list of annexed hereto lists all real property leased owned by Seller and used by Seller in its operation of the Company, whether as lessee or lessor Business (the “Leased Real Property”"BUSINESS REAL PROPERTY"), each Contract relating . Seller has good and marketable title in fee simple to all of 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 “Business 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Business Real Property is free and clear of all any Liens, other than Permitted Liens. (b) SCHEDULE 4.11(B) annexed hereto lists all leases and subleases, together with any amendments thereto (the "LEASES") with respect to all real property leased or subleased by Seller and used by Seller in its operation of the Business (the "LEASED BUSINESS REAL PROPERTY"). (c) The Company has delivered or made available to Buyer true, complete and correct copies Each of all Real Property Leases. Each Real Property Lease the Leases is in full force and effect; . Seller has delivered to Purchaser a copy of each Lease, and all rents and additional rents due amendments thereto, listed on SCHEDULE 4.11(B) annexed hereto, except to the extent otherwise noted therein. Seller has performed all material obligations required to be performed by it to date on under each Real Property Lease have been paid Lease, and to the Knowledge of Seller, neither the Company Seller nor any other party to thereto is in material default under 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 covenants, easements or rights-of-way affecting the Business Real Property comprises all of or Leased Business Real Property do not, with respect to each Business Real Property or Leased Business Real Property, materially impair the real property used Seller's ability to use any such Business Real Property or intended to be used in, or otherwise related to, the Business. The use and operation of the Leased Business Real Property in the conduct operation of the Business does not violate in any material respect any Lawas presently conducted. There are no pending, covenantor to Seller's Knowledge, condition, restriction, easement, license, Permit threatened condemnation or Contractsimilar proceedings affecting the Business Real Property. To the Seller's Knowledge of the Company, there are no material Actions pending nor or threatened against condemnation or similar proceedings affecting the Leased Business Real Property. The Seller has access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Business Real Property (and to Seller's Knowledge, the Leased Business Real Property), except as would not materially impair the Seller's ability to use any such Business Real Property or any portion thereof or interest therein Leased Business Real Property in the nature or in lieu operation of condemnation or eminent domain proceedingsthe Business as presently conducted. (e) Except as set forth on Schedule 2.15(e)Seller has delivered to the Purchaser accurate, no consent correct and complete copies of any landlord Phase I and Phase II environmental reports in Seller's possession or any other party is required under any the possession of its agents of all Business Real Property Lease as the result of the Transactions contemplated hereby or purported 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 herebybe owned by Seller. (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.

Real Property. (a) The Company does not own None of the Acquired Entities owns or has owned any real property or interest in real property. (b) Section 4.23(b) of the Disclosure Schedule 2.15(b) sets forth the address of each parcel of real property and interests in real property leased by any Acquired Entity as lessee, and a true, correct and complete list of all leases related to real property currently leased by any Acquired Entity (individually, a “Real Property Lease” and the Company, whether real properties specified in such leases being referred to herein collectively as lessee or lessor (the “Leased Real PropertyProperties”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company applicable Acquired Entity has a valid valid, binding and enforceable leasehold interest in all its Leased Real Property reflected in under each of the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (c) The Company has delivered or made available to Buyer true, complete and correct copies of all Real Property Leases, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at Law or in equity). 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 No Acquired Entity has received any written notice of any breach default 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, 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, and each Acquired Entity, and, to TBO’s Knowledge, each other party thereto, is in compliance with all obligations of such party thereunder. The Company is not a sublessor No Acquired Entity has subleased, assigned or grantor under any sublease or other instrument granting otherwise granted to any other Person any the right to the possession, lease, occupancy use or occupy such Leased Properties or any portion thereof. No Acquired Entity’s possession and quiet enjoyment of any leased or subleased Leased Real Property. (d) The Leased Property under each Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business. The use Lease has been disturbed and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased disputes with respect to any Real Property Lease. No security deposit 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 party is required under deposited with respect to any Real Property Lease as the result has been applied in respect of the Transactions contemplated hereby a breach of or to keep default under any such Real Property Lease that has not been redeposited in full force full. No Acquired Entity owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease. No Acquired Entity has collaterally assigned or granted any other Lien in any Real Property Lease or any interest therein (other than Permitted Liens). There are no Liens on the estate or interest created by any Real Property Lease (other than Permitted Liens). TBO has delivered to Parent true, correct and effect after the execution and delivery of this Agreement and the consummation complete copies of the Transactions contemplated herebyReal Property Leases, together with all amendments, modifications or supplements, if any, thereto. (fc) All improvements necessary for To the Business Acquired Entities’ Knowledge, the Leased Properties are in compliance with all applicable building, zoning, subdivision, health and constituting part safety and other land use Laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Properties (collectively, the “Real Property Laws”), and the current use or occupancy of the Leased Properties or operation of the Acquired Entities’ business thereon does not violate any Real Property have been completed and the Company Laws. No Acquired Entity has not received any written notice that the Leased of violation of any Real Property Law. There is not in compliance with applicable Law andno pending or, to the Knowledge of the CompanyTBO, 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 threatened zoning application or similar Law proceeding or condemnation, eminent domain or taking proceeding with respect to the Leased Real PropertyProperties.

Real Property. ‌ (a) The Company 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 own have any other place of business. None of the Asset Sellers nor the Transferred Entities has agreed to acquire any real property.property or interest in real property other than the Owned Real Property or the Leased Real Property.‌ (b) Section 4.21(a) of the Sellers’ Disclosure Schedule 2.15(b) sets forth a true, correct complete and complete accurate list of all real property leased by access agreements in favor of, or used by, the Company, whether as lessee Asset Sellers and the Transferred Entities with respect to any Owned or lessor (the “Leased Real Property”), each Contract Property relating to the use and/or occupancy of such Leased Real PropertyRochester Hub project, 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”), associated legal descriptions 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liensaddresses. (c) The Company has 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, in each case free and clear of all Encumbrances of any nature whatsoever except for Permitted Encumbrances. None of the Owned Real Property is subject to any leases or tenancies or other rights of occupancy. The Sellers have delivered or made available to Buyer true, correct, and complete and correct copies of all Real Property Leases. Each Real Property Lease is in full force title insurance policies, deeds 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 surveys relating to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Owned Real Property. (d) The Leased Asset Sellers and Transferred Entities have not granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property comprises all or any interest therein or any part thereof. The Asset Sellers and Transferred Entities have not leased any portion of the real property used Owned Real Property to any Person. (e) The Asset Sellers and Transferred Entities have not granted to any Person any right of first refusal, right of first opportunity, option or intended similar rights to be used in, or otherwise related to, the Business. The use and operation of sub-lease the Leased Real Property in the conduct or to otherwise acquire any of the Business does not violate Asset Sellers’ or the Transferred Entities’ rights in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting and to 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 party is required under part thereof. The Asset Sellers and Transferred Entities have not sublet any portion of the Leased 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 herebyany Person. (f) All improvements necessary for The existing uses of all of the Business Owned Real Property and constituting part of the Leased Real Property comply in all material respects with all applicable Laws. The Asset Sellers and Transferred Entities have been completed not made application for a re-zoning of any of the Owned Real Property or the Leased Real Property, and to the Company has not received Knowledge of the Sellers there is no proposed or pending change to any written notice that zoning Laws affecting any of the Owned Real Property or the Leased Real Property. (g) The Owned Real Property and the Leased Real Property is not in compliance with applicable Law 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 CompanySellers, there are presently 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 all Permits required and are enforceable by Lawthe Asset Sellers and Transferred Entities, and to the Knowledge of the Sellers, each other 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 Company 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. There are no material agreements, understandings or undertakings pertaining to the Leases and the Asset Sellers’ and the Transferred Entities’ leasehold interests in the Leased Real Property 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 Transferred Entity has any right to possess, 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 intended purpose in the Ordinary Course of Business. (k) The Asset Sellers and the Transferred Entities have not received any written notice that there does not exist at least the minimum access required by from any Governmental Entity asserting any material violation of applicable subdivision or similar Law 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 re- zoning 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 available for such building.

Real Property. (a) The Company does not own any real propertyTitle and Leasehold Matters. (bi) Schedule 2.15(b) sets forth a true, correct and complete list Seller agrees to deliver to Purchaser within 15 days after the date of this Agreement copies of all real property leased by the Companytitle and/or lease information in possession of Seller, whether as lessee or lessor (the “Leased including, but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds, Real Property”)Property Leases, each Contract notes and mortgages and easements relating to the use and/or occupancy of such Leased Real Property, including all leases, subleases, agreements . Such delivery shall constitute no warranty by Seller as to lease the accuracy or other occupancy agreements (written completeness thereof 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 2.15(b) also lists (i) the street address of each Real Property Lease; that Purchaser is entitled to rely thereon. (ii) Purchaser agrees to notify Seller in writing within 30 calendar days prior to the landlord under Closing of any mortgages, pledges, material liens, encumbrances, reservations, tenancies, encroachments, overlaps or other title exceptions or zoning or similar land use violations (excluding legal but nonconforming uses) related to the Real Property Leaseto which Purchaser reasonably objects (the "Title Defects"). Purchaser agrees that Title Defects shall not include real property taxes not yet due and payable or easements, the rent currently being paid pursuant to each Real Property Leaserestrictions, tenancies, and rights of way which do not materially interfere with the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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 Leasesas a Banking Centers. The Company Seller shall make a good faith effort to correct any such Title Defect to Purchaser's reasonable satisfaction at least 10 calendar days prior to Closing; provided, however, 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 good faith) to cure a Title Defect. If Seller is not unable or unwilling to cure any such Title Defects to Purchaser's reasonable satisfaction, Purchaser shall have the option either to (upon written notice to Seller) receive title in its then existing condition, to accept the assets and assume the liabilities of the Banking Centers without the Real Property on which the Banking is located or to lease the Real Property from Seller for a sublessor or grantor under any sublease or other instrument granting period of 12 months at fair market rental value in order to any other Person any right allow for relocation of the business to another facility. Upon termination of this Agreement with respect to the possessionReal Property of a Banking Centers pursuant to this Section 1.10, lease, occupancy or enjoyment neither party shall have any further liability to the other party under this Agreement with respect to such Real Property and the purchase price shall be adjusted accordingly for the value of any leased or subleased Leased the Real Property. (diii) The Leased 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 and the Closing Date. If such update indicates that any Title Defects have been placed of record since the date of Purchaser's original title search, and Purchaser reasonably objects thereto, then Seller may elect to delay the Closing with respect to the affected Banking for up to 30 calendar days while Seller 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 good faith) to cure a Title Defect. If Seller is unable or unwilling to cure any such Title Defect within such 30 day period, Purchaser shall have the option to receive title in the then existing condition (upon written notice to Seller), to accept the assets and assume the liabilities of the Banking without the Real Property comprises all on which the Banking is located (in which event neither party shall have any further liability to the other party under this Agreement with respect to the Real Property of such Banking and the purchase price shall be adjusted accordingly) or to lease the Real Property from Seller for a period of 12 months at fair market rental value in order to allow for relocation of the real property used or intended business to be used in, or otherwise related to, the Business. The use and operation of the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsanother facility. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.

Real Property. (a) The Company TXEN owns no fee simple interest in real property or easement rights. Except as disclosed on Schedule 10.13, TXEN does not own lease any real property. All real property noted on Schedule 10.13 as being leased is referred to herein as the "Leased Real Property" and all leases relating to the Leased Real Property are disclosed on Schedule 10.13 and are referred to herein as the "Leases." TXEN has a good and valid leasehold as to the Leased Real Property leased by it, free and clear of all mortgages, security interests, title defects, pledges, liens and the possibility of liens, charges, tenancies, restrictions and encumbrances other than Taxes and assessments, both general and special, which are a lien but not yet due and payable that do not, individually or in the aggregate, materially detract from the value of the Leased Real Property or materially impair the use and operation thereof in carrying on the business of TXEN. There are no pending or, to the best knowledge of TXEN, threatened proceedings in eminent domain involving the Leased Real Property or any portion thereof, or for a sale in lieu thereof, or of any plans for a possible widening of the streets abutting the Leased Real Property or the imposition of any special taxes or assessments against the Leased Real Property or any portion thereof. To the best knowledge of TXEN, the applicable zoning (without reliance on any variance, special permit or nonconforming use or other similar use), building, environmental, health and safety laws and regulations permit as a matter of right and without the incurrence by Surviving Corporation of any obligation or liability (including the obligation to incur any costs or expenses) the continued use of the Leased Real Property by Surviving Corporation for the same purposes and uses as same have been heretofore used by TXEN, including the operation of TXEN's business. (b) Except as disclosed on Schedule 2.15(b) sets forth a true10.13, correct there are no outstanding written or oral leases covering or in any way affecting, and complete list of all real property leased by there are no tenants occupying or having the Companyright to occupy, whether as lessee or lessor (the “Leased Real Property”)Property or any part thereof, each Contract relating other than the Leases. To the best of TXEN's knowledge, no person or entity has any right with respect to the use and/or occupancy of such Leased Real PropertyProperty (whether by option to purchase, including all leasesland contract, subleases, agreements to lease or other occupancy agreements (written otherwise) which would prevent 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration interfere with possession or use of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in by the Financial Statements or acquired Surviving Corporation on and after the Recent Balance Sheet Effective Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens.15 (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 Leases are in full force and effect; . TXEN has heretofore provided to NRC a complete, true, and correct copy of the Leases, including any and all rents modifications or amendments thereof and additional rents due any supplements thereto. All material terms, conditions, and provisions of the Leases to date on each Real Property Lease be performed by TXEN and, to the best knowledge of TXEN, by the landlords, have been paid duly and neither timely performed and complied with. To the Company nor any other party to any such Real Property Lease has received notice best knowledge 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 TXEN, no event thathas occurred or failed to occur which with the giving of notice, with notice or lapse the passage of time, or both, would constitute a material breach or default by the Company landlords or any other party thereto, TXEN under any of the Real Property Leases. The Company is landlords have not a sublessor waived, or grantor extended the time for performance of, any obligation of TXEN under any sublease of the Leases. There are no security deposits or other instrument granting to any other Person any right prepaid rent (including last month's rent in advance) with respect to the possession, lease, occupancy or enjoyment of any leased or subleased Leased Real Property. (d) The Leased Real Property comprises all To the best knowledge of TXEN, there are no prohibitions or other limitations, whether contained in the real property used Leases or intended otherwise, on TXEN's right to be used in, or otherwise related to, the Business. The use and operation of transfer the Leased Real Property in the conduct of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, Permit or Contractconnection with this Agreement. To the Knowledge of the Company, there are no material Actions pending nor threatened against or 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 specifically noted on Schedule 2.15(e)10.13, no consent of any landlord consent, authorization, or any other party approval is required under any Real Property Lease as the result of the Transactions contemplated hereby or to keep such Real Property Lease Leases in full force and effect after the execution and delivery of this Agreement and connection with the consummation of the Transactions transactions contemplated hereby or TXEN's ability to consummate 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.

Real Property. (a) The Company Seller does not own any fee interest in real property. (b) . Schedule 2.15(b) sets forth 4.6 is a true, correct and complete list of all real property leased by the Company, whether as lessee or lessor (the “Leased Real Property”), each 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 2.15(b) also lists (i) the street address of each Real Property Lease; (ii) the landlord under the Real Property Lease, the rent currently being paid pursuant to each Real Property Lease, and the expiration of the term of such Real Property Lease; and (iii) the current use under such Real Property Lease. The Company has a valid and enforceable leasehold interest in all its Leased Real Property reflected in the Financial Statements or acquired after the Recent Balance Sheet Date. All Leased Real Property is free and clear of all Liens, other than Permitted Liens. (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; , paid currently, and the Leasehold Estates have not been materially impaired by any acts or omissions of Seller or any of its Representatives. Seller enjoys peaceful and undisturbed possession of all rents and additional rents due to date on each the Leased Real Property in the manner provided for in the Leases. Except as set forth on Schedule 4.6, no Lease have been paid and neither requires the Company nor consent of any other contracting party to any such the transactions contemplated by this Agreement. With respect to each 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 Lease has received notice is located. To the Knowledge of any breach Seller, there are no pending or default nor repudiated any material provision thereof. The Company has not received a notice of cancellation threatened condemnation proceedings or termination with respect other Actions relating 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. . All approvals of governmental authorities (dincluding without limitation Permits and a certificate of occupancy or other similar certificate permitting lawful occupancy thereof) The Leased Real Property comprises all of a material nature required in connection with the real property used or intended to be used in, or otherwise related to, the Business. The use occupation and operation of the Leased Real Property by Seller have been obtained and all of the Leased Real Property 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 conduct 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 does as presently conducted and (vi) in conformity in all material respects with all applicable Regulations. Seller has not violate in received written notice of any material respect special assessment relating to any Law, covenant, condition, restriction, easement, license, Permit or Contract. To the Knowledge of the Company, there are no material Actions pending nor threatened against or affecting the Leased Real Property or any portion thereof and to Seller’s Knowledge there is no pending or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsthreatened special assessment. (e) Except as set forth on Schedule 2.15(e), no consent of any landlord or any other 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.