Common use of Real Estate Clause in Contracts

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.

Real Estate. Except as set forth on (a) Section 4.8(a) of the Disclosure Schedule 12 attached heretolists and contains a legal description of the real property owned by Shukla located in Waterbury Connecticut, with its mailing address at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx (the "Building") (the "Owned Real Property"), such description including an identification of the deed thereto and any and all side letters and other agreements relating thereto, and the address and approximate size of the premises. Shukla will at Closing hold and convey to Purchaser good and marketable title in fee simple to the Owned Real Property and to all buildings, structures and other improvements thereon, in each case free and clear of all tenancies and occupants (other than the occupancy by Reliable Precious Metals, Inc.("RPM")) and free and clear of all Liens, subject only to real estate taxes not yet due and payable, and covenants, conditions, restrictions and easements of record, none of which make title to the owned Real Property unmarketable and none of which are violated by the Seller or Shukla or will interfere with Purchaser's use thereof. There are no condemnation proceedings, special assessments, impact fees or similar charges pending or, to the best knowledge of either Shukla or the Seller, threatened in connection with the Owned Real Property, and neither the Borrower nor Seller has received or been served with any notice with respect to any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transactionforegoing. Notwithstanding The current use by the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution Seller of the Office Building Assets to Owned Real Property complies in all respects with the Office Building Partnership applicable zoning laws and building and use restrictions (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions all agreements of counsel, an appraisal and a Phase I environmental audit which the Seller applicable thereto). Neither Shukla nor the Seller has any knowledge of any proposed change in the reasonable opinion zoning or building ordinances affecting the Owned Real Property. Except for R P M, no third party, tenant or other occupant of space has any lease, license, option or other interest in occupancy or possession to the Owned Real Property, or any part thereof nor any right of refusal, option or other right to purchase the Owned Real Property. RPM is a tenant in the Building pursuant to an oral month-to-month lease. RPM occupies approximately one-eighth of the Managing Agents is appropriate Building. There are no outstanding requirements or recommendations by any party including without limitation, any holders of an existing mortgage, or any federal, state or local governmental authority having or claiming jurisdiction over the Owned Real Property affecting all or a part of the Owned Real Property or any insurance companies or insurance-rating organizations, requiring or recommending that any repairs, alterations or other work be done on or at the Owned Real Property. All public utilities required for the operation of the Owned Real Property, or any part thereof, either enter the Owned Real Property through adjoining public streets or if they pass through adjoining private land do so in accordance with respect valid public easements or private easements which will inure to such grantthe benefit of Purchaser. All of said public utilities are installed and operating and all installation and connection charges have been paid for in full. All curb cut and street opening permits or licenses required for vehicular access to and from any part of the Owned Real Property to any adjoining public street have been obtained and paid for by Seller and shall be in full force and effect on the Closing Date. There are no service, including maintenance or union contracts affecting the Owned Real Property. Except as specified herein, Seller has received no violation or note or notice of violation, and to the best of Seller's knowledge, there exist no violation or note or notice of violation, of law of municipal, Labor Department or other governmental ordinances, orders, rules, regulations or requirement against or affecting the Owned Real Property, or any documentation requested by the Banks (collectivelypart thereof, the "Office Building Documents") and (ii) not less than five (5) days if any issue prior to the Office Building Acquisition Closing Date, or after the Borrower shall have provided the Managing Agents with copies Closing Date by reason of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related a condition which existed prior to the transfer of the Office Building Assets to the BorrowerClosing Date, includingthen Seller shall, without limitationat its sole cost and expense, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution same to be cured and dismissed of record and pay all fines and penalties in connection therewith. The buildings and any site improvements located on the Owned Real Property, and any part thereof, each conform to all requirements of any applicable zoning and building ordinances, orders, rules, regulations and requirements. No changes or alterations have been made to the buildings or site improvements, which render the same in violation of any applicable zoning or building ordinance, order, rule, regulation or requirement or the existing certificate of occupancy (if any). Any changes or alterations to the building and site improvements have been completed in full compliance with all applicable zoning or building ordinances, orders, rules, regulations or requirements. The existing zoning of the Office Building Assets Owned Real Property and certificate of occupancy permit the Owned Real Property to be used for the Office Building PartnershipBusiness. Seller has received no notice and has no knowledge of any requirement asserted by any governmental authority requiring the installation or modification of any sewers, sewerage disposal facilities, or other environmental protection system or facility. All oil burners, incinerators and other fuel burning devices at the Owned Real Property comply with all applicable federal, state and local air pollution control laws, rules and regulations, if any.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase Seller does not and has never owned any real estate property used primarily for the Business. Schedule 5.15 sets forth a correct and complete list and summary description of all leases, subleases or enter into other Contracts under which Seller is a lessor, lessee, sub-lessor, or sub-lessee of or otherwise uses or occupies any sale/leaseback transaction. Notwithstanding real property used primarily for the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks Business (collectively, the "Office Building Documents"“Real Property Leases”) and (ii) not less than five (5) days prior including the address of each parcel of real property held pursuant to the Office Building Acquisition Real Property Leases (the “Leased Real Property”). True and complete copies of all Real Property Leases and all amendments, extensions, renewals, guaranties and other agreements with respect thereto have been delivered or made available to Buyer. There are no parties other than Seller or the applicable fee owner of the Leased Real Property that are in possession of any Leased Real Property or the improvements thereon or any portion or portions thereof. No Representative or Affiliate of Seller owns directly or indirectly, any interest in or has any right to occupy or use any Leased Real Property, building or other structure used or occupied by Seller. There are no pending or, to the Seller’s knowledge, proposed eminent domain or condemnation proceedings with respect to any of the Leased Real Property by any Governmental Authority. Prior to the Closing Date, Seller shall use commercially reasonable efforts to obtain all required approvals or consents required under each Real Property Lease in connection with Closing hereunder, and the Borrower shall have provided the Managing Agents with copies assignment of the Office Building Acquisition Agreement, the Office Building Documents Real Property Leases to Buyer at Closing hereunder shall not constitute a default under any Real Property Lease. Seller does not owe any brokerage commissions or finder’s fees with respect to any Real Property Lease and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions no brokerage commission or finder’s fee will be payable with respect to the Office Building Assetsexercise of any renewal or extension of the term of any Real Property Lease. To Seller’s knowledge, each parcel of Leased Real Property and all of which shall be certified the buildings thereon, including the structural components of such buildings (including roofing, walls and floors), fixtures and other material improvements owned or leased by an Authorized Signatory to be true, complete and correctSeller, and all of which shall be heating and air conditioning, plumbing, electrical and other mechanical facilities and equipment, are in form good operating condition and substance satisfactory repair (subject to ordinary wear and tear). To Seller’s knowledge, all buildings located on the Managing Agents; (b) prior to or simultaneously Leased Real Property are supplied with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation utilities and other services required by Section 5.13 hereof Legal Requirements or necessary for the current operation of such facilities, and (ii) no written notice has been received by Seller regarding the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant termination or material impairment of any such service. Each parcel of Leased Real Property abuts on and has direct vehicular access to which the Office Building Partnership grants a negative pledge on the Office Building Assets public road, or has legal and practical access to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipa public road via an easement benefiting such Leased Real Property.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither C. Must disclose to the Borrower nor buyer/tenant any defects about the physical condition of the Restricted Subsidiaries shall purchase any property that are known to the REALTOR®. THERE ARE THREE POSSIBLE MODELS YOU CAN USE TO BUY, SELL OR LEASE PROPERTY THROUGH A REALTOR® DESIGNATED AGENCY When a brokerage designates a REALTOR® or REALTORS® to work solely on your behalf in real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoingtransactions, the Borrower may purchase REALTOR® and brokerage are bound by ethics and the Office Building Assets pursuant law to the Office Building Acquisition Agreement provided that be honest and thorough in representing you. The brokerage must account for all money and Co. Buyer CUSTOMER RELATIONSHIP: REALTOR® Seller property placed in its hands while acting for you. The REALTOR® must: • Provide undivided loyalty to you (aClient) by protecting your negotiating position at all times prior times, and disclose to contribution you all known facts which may affect or influence your decisions; • Obey all lawful instructions which you give the REALTOR® to act on your behalf; • Maintain the confidentiality of the Office Building Assets to the Office Building Partnership your information (ifinancial, legal, personal, etc.) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent (See following PRIVACY section); Co. REALTOR® Co. ABC Real Estate • Use reasonable care and delivers to the Administrative Agent skill in performing all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which assigned duties in the reasonable opinion role as agent. Working With a REALTOR® Who is Not Your Agent You may also choose to use the services of the Managing Agents is appropriate with respect to such granta REALTOR® without having any kind of agency relationship. This might occur, including any documentation requested for example, when you contact or are being shown a property by the Banks (collectivelyseller/landlord’s Designated Agent who will treat you as their customer rather than their client. In this situation, the "Office Building Documents") and REALTOR® is not permitted to recommend or suggest a price, negotiate on your behalf, inform you of their client’s bottom line price point or disclose any confidential information about their client unless otherwise authorized by the client (ii) not less than five (5) days prior to the Office Building Acquisition Dateor if in special circumstances, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreementlaw required it). However, the Office Building Documents REALTOR® can provide you with other services, such as: • Explaining real estate terms, practices and forms • Assist in screening or viewing properties • Prepare and present all offers and counter offers at your direction • Inform you of lenders and their policies • Identify and estimate costs involved in a transaction YOUR RESPONSIBILITIES AS A BUYER/TENANT OR A SELLER/LANDLORD Seller Buyer As a buyer/tenant or a seller/landlord, you should: REALTOR® XYZ Real Estate • Carefully read all documents and understand what you are signing. • If you need special or expert advice, seek other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.professionals for advice. BC 1007-F NEW DA JUN 2012 COPYRIGHT Print Form

Real Estate. Except Neither the Company nor any Company Subsidiary owns any real property. The Company and each Company Subsidiary is not a lessor, sublessor or sublessee under any lease or sublease of real property, except as set forth on Schedule 12 attached hereto4.13. Schedule 4.13 lists (i) each parcel of real estate leased by the Company and the Company Subsidiaries (“Leased Real Estate” and the facilities thereon, neither the Borrower nor any “Leased Facilities”), including identification of the Restricted Subsidiaries shall purchase lessor, street address and the amount of base rent and any real estate additional rent (including all common maintenance expenses, Taxes, utilities, operating expenses or enter into any sale/leaseback transactionother expenses that the tenants are obligated to pay under any Lease) payable by the Company or any Company Subsidiary for the two years preceding the date of this Agreement; (ii) all letters of credit, security deposits or other security deposited with a landlord or held by the Company or any Company Subsidiary with respect to a subtenant; (iii) all subordination, non-disturbance and attornment agreements executed by the Company or any Company Subsidiary in respect of any Lease or that are binding on the Leased Real Estate, and (iv) all documents constituting each Lease, including all amendments thereto. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior No amount payable under any Lease is past due, including any fee or commission to contribution of any broker, finder or other similar intermediary related to or in connection with the Office Building Assets Leased Real Estate, and no fee to any broker, finder or other similar intermediary related to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent Leased Real Estate will be due and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which payable at any date in the reasonable opinion of the Managing Agents is appropriate future, (b) there are no disputes with respect to such grantany Lease, including any documentation requested by the Banks (collectively, the "Office Building Documents"c) and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (d) there are no forbearance programs in effect with respect to any Lease; (e) the Office Building AssetsCompany or any Company Subsidiary has not assigned, all of which shall be certified by subleased, mortgaged, deeded in trust or otherwise transferred or encumbered any Lease or any interest therein, (f) the other party to each Lease is not an Authorized Signatory to be true, complete and correctAffiliate of, and otherwise does not have any economic interest in, the Company or any Company Subsidiary, (g) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in any Lease or any interest therein, and (h) there are no Encumbrances on the estate or interest created by any Lease. All Leased Facilities have received all approvals of which shall Governmental Authorities (including certificates of occupancy, permits and licenses) required in connection with the use or operation thereof and have been operated and maintained in accordance with applicable legal requirements and are not in violation of and are not legal nonconforming uses or improvements under, any applicable zoning, building code or subdivision ordinance, regulation, order or Law or restrictions or covenants of record. The Leases constitute all interests in real property, and the Leased Facilities constitute all facilities currently occupied, used or held for use in connection with the businesses of the Company and the Company Subsidiaries as currently conducted, and the Company enjoys quiet and undisturbed possession of each Leased Facility. No party to any Lease has exercised any right of termination, extension, renewal, purchase option, expansion or right of first refusal with respect to any Lease, except as may be in form and substance satisfactory duly documented by amendment, modification or supplement to the Managing Agents; (b) prior to or simultaneously with the contribution applicable Lease and set forth on Schedule 4.13. All of the Office Building Assets Leased Facilities are in good operating condition and repair (subject to normal wear and tear). There is no Person other than the Company or any Company Subsidiary that is in possession of any Leased Facility, and there are no leases, subleases, licenses or other written or oral agreements granting to any Person the right of use or occupancy any Leased Facility. There is no condemnation, expropriation, environmental, zoning or other land-use regulation proceeding pending or, to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution Knowledge of the Office Building Assets Company, threatened with respect to any Leased Facility. The Company and each Company Subsidiary has not received any written notice of any special assessment proceedings or other governmental actions affecting the Office Building PartnershipLeased Real Estate.

Real Estate. Except as set Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete list of all of the real property owned or leased by the Company and its Subsidiaries, other than the Patented Claims, the Unpatented Claims, the Millsites and the Tunnel Sites. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule 12 attached hereto(the “Company Owned Properties”), neither and the Borrower Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the “Company Leased Premises,” and together with the Company Owned Properties, the “Company Properties”), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries (i) currently lease all or any part of the Restricted Subsidiaries shall purchase Company Owned Properties or (ii) has received written notice of any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoingpending, the Borrower may purchase the Office Building Assets pursuant and to the Office Building Acquisition Agreement provided that Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) at all times prior to contribution leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Office Building Assets Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any of the Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Office Building Partnership Company, and (ic) neither the Borrower grants a negative pledge on the Office Building Assets Company nor any of its Subsidiaries nor, to the Administrative Agent and delivers Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Administrative Agent Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion or any portion of the Managing Agents is appropriate with respect to such grantCompany Leased Premises. True, including any documentation requested by the Banks (collectivelycorrect, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with complete copies of the Office Building Acquisition Agreementall Real Property Leases, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrowerand, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building AssetsCompany Owned Properties, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and complete copies of all of which shall be in form deeds, title insurance policies, and substance satisfactory surveys have been delivered or otherwise made available to Parent by the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCompany.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase No Seller owns or has ever owned any real estate or enter into any sale/leaseback transactionproperty. Notwithstanding The only real property used by Sellers are the foregoingBranches, the Borrower may purchase the Office Building Assets each of which is leased pursuant to the Office Building Acquisition Agreement provided that (aleases identified on Schedule 1.1(c) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") “Leased Real Property”). None of the Unexpired Leases and (ii) not less than five (5) days prior no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by any Seller and, to the Office Building Acquisition Datebest of any Seller’s or Member’s knowledge, by the Borrower shall have provided landlord thereunder. To the Managing Agents with copies best of any Seller’s or any Member’s knowledge, all buildings, structures, fixtures and improvements, and all mechanical and operating systems comprising a part of the Office Building Acquisition AgreementLeased Real Property are structurally sound, in compliance with all Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Office Building Documents Business as conducted thereon. To the best of any Seller’s or any Member’s knowledge, all utilities and all other documents related services currently provided to the transfer Branches are adequate for use in the Business as conducted thereon. The use and operation of the Office Building Assets to the BorrowerBranches are in conformance with all applicable Requirements of Law, including, without limitation, lien search results from appropriate jurisdictions Orders and Permits. All utility charges previously due and payable with respect to each Branch have been fully paid. To the Office Building Assetsbest of any Seller’s or any Member’s knowledge, all there are no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and no conditions exist that will result in the termination of the present access to and from any of the Branches to existing public streets and highways. To the best of any Seller’s or any Member’s knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Leased Real Property by any Governmental or Regulatory Authority. No Seller or Member has received written notice of, and no Seller or, to the best knowledge of any Seller or Member, any other party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Leased Real Property. To the best of any Seller’s or any Member’s knowledge, there are no condemnation, appropriation or other proceedings involving any taking of any of the Branches pending or threatened. To the best of any Seller’s or any Member’s knowledge, no part of any of the Branches contains, is located within, or abuts any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which shall be certified by an Authorized Signatory is subject to any special Requirement of Law, control or protection. The Sellers and Members have provided or caused to be true, complete and correct, and all of which shall be in form and substance satisfactory provided to the Managing Agents; (b) prior to or simultaneously with the contribution Buyer true and complete copies of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipeach Unexpired Lease.

Real Estate. (a) No Seller owns any real property. (b) Schedule 3.16(b) lists all real property that is leased or subleased to each Seller as lessee or sublessee and used in the Business (the “Leased Real Estate”). All Leased Real Estate is leased or subleased to each Seller pursuant to written leases or subleases. All Leased Real Estate leases and subleases are in full force and effect, subject to proper authorization and execution by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and are listed on Schedule 3.16(b). Each Seller has provided to the Purchaser complete and accurate copies of all such leases and subleases (including all related amendments, modifications, addenda and side letters), which copies are correct and complete in all material respects. All rental and other payments under each Leased Real Estate lease or sublease that are due and payable by each Seller are current. No material default by each Seller has occurred under any Leased Real Estate lease or sublease which remains uncured and, to the Seller’s Knowledge, no material default by any other party has occurred under any Leased Real Estate lease or sublease. No event has occurred or fact, circumstance or condition exists that, with or without notice or the lapse of time, or the happening of any future event or existence of any future fact, circumstance or condition would become a default by each Seller under any Leased Real Estate lease or sublease. No security deposit or portion thereof deposited with respect to any Leased Real Estate has been applied in respect of a breach or default under the applicable lease or sublease without redeposit in full. After the Closing, each Seller will owe no brokerage commissions or finder’s fees with respect to any Leased Real Estate. Except as otherwise set forth on Schedule 12 attached hereto3.16(b), neither each Seller is the Borrower nor any sole tenant of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding Leased Real Estate, does not share the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.Leased

Real Estate. Except as set forth on Schedule 12 attached hereto, neither Neither the Borrower Company nor any of the Restricted its Subsidiaries shall purchase owns any real estate property. Schedule 2.10 sets forth a true and correct list of all leases, subleases or enter into other agreements, oral or written (collectively, “Real Property Leases”), under which the Company or its Subsidiaries uses or occupies or has the right to use or occupy any sale/leaseback transactionreal property (the “Leased Real Property”). Notwithstanding Each Real Property Lease is valid, binding and in full force and effect. Neither the foregoingCompany nor, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided Company’s Knowledge, any other party to any Real Property Lease, is in material breach or default of, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a material breach or default by the Company or its Subsidiaries under any Real Property Lease or permit the termination, material modification, acceleration or cancellation thereof. The Company has not received written notice from any insurance carrier or landlord for any Leased Real Property that (a) at all times prior the Company needs to contribution of the Office Building Assets undertake any material repairs, alterations or construction or to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets take any other corrective action with respect to the Administrative Agent any Leased Real Property. All base rent, additional rent and delivers to the Administrative Agent all other documentationcharges and amounts payable by the Company or its Subsidiaries under the Real Property Leases have been paid to date. Except for reasonable wear and tear, all improvements, buildings and systems, including, without limitation, opinions the electrical, plumbing, heating, ventilation, air conditioning, roofing and other utility systems on the Leased Real Property are in all material respects in good repair, working order and operating condition and are adequate for operation of counsel, an appraisal the Company’s business both at the current operating levels and a Phase I environmental audit which levels currently contemplated. There are no material structural defects in the reasonable opinion improvements on the Leased Real Property, nor are there any material repairs that are reasonably necessary to be undertaken in order to operate the Company’s business on the Leased Real Property in a lawful, safe and efficient manner. The zoning of the Managing Agents is appropriate with respect to Leased Real Property permits the presently existing improvements and the continuation of the Company’s business as presently being conducted on such grantLeased Real Property. There are no condemnation or rezoning hearings or proceedings pending before any Governmental Agency, including any documentation requested by the Banks (collectivelyor, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition DateCompany’s Knowledge, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions proposed or contemplated by any Governmental Agency with respect to the Office Building AssetsLeased Real Property. The Company is in actual, exclusive possession of the Leased Real Property (other than any common areas thereon), and except as otherwise provided in the Real Property Leases, has good, valid and indefeasible title to all leasehold estates created under the Real Property Leases, free and clear of which shall be certified by an Authorized Signatory all Liens. The Company has delivered to be true, Buyer a correct and complete and correctcopy of each Real Property Lease, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to amendments, supplements or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipmodifications thereto.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither Neither the Borrower Company nor any of the Restricted its Subsidiaries shall purchase owns, or has ever owned, any real estate or enter into any sale/leaseback transactionproperty. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution Section 3.20 of the Office Building Assets Company Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of all real properties with respect to which the Office Building Partnership Company or any of its Subsidiaries directly or indirectly holds a valid leasehold interest (iincluding any subleases, licenses or sublicenses) as well as any other real estate that is in the Borrower grants a negative pledge on possession of or leased, subleased or licensed by the Office Building Assets to Company or any of its Subsidiaries (the Administrative Agent and delivers to the Administrative Agent all other documentation“Company Leased Real Property”), including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion true, correct and complete list of all of the Managing Agents Company Leased Real Property under which any such real property is appropriate leased, subleased, licensed or otherwise possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default by the Company thereunder (or any act which, with notice or the passage of time, or both, could result in a material default under the Company Real Estate Leases). The Company’s or its applicable Subsidiary’s use, occupancy and operation of each such Company Leased Real Property conforms to all applicable Laws, and the Company or its applicable Subsidiary has exclusive possession of each such Company Leased Real Property and has not granted any use or occupancy rights to tenants, subtenants or licensees with respect to such grantCompany Leased Real Property. Neither the Company nor any of its Subsidiaries has assigned, including transferred, mortgaged, subleased or pledged (directly or indirectly) any documentation requested interest in any of the Company Real Estate Leases. In addition, each of the Company and its applicable Subsidiary has a valid leasehold interest in (or a valid right to use and occupy) the Company Leased Real Property, free and clear of all Liens other than Permitted Liens. To the Company’s Knowledge, neither the whole nor any part of the Company Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Entity, and no such condemnation or other taking is threatened or contemplated. The Company Leased Real Property comprises all of the real property used in, and is necessary for, the operation of the business of the Company and its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries has ever leased or operated at any real property other than the Company Leased Real Property. All structures and buildings on the Company Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted. To the Company’s Knowledge, there is no pending or contemplated special assessment or reassessment of any parcel included in the Company Leased Real Property that would result in a material increase in the rent, additional rent or other sums and charges payable by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to Company or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipits Subsidiaries.

Real Estate. Except Each lease, sublease, license or other occupancy agreement for real property (each a “Lease” and collectively, “Leases”) to which the Company is a party is in full force and effect and are valid, binding and enforceable in accordance with its terms, except as set forth on Schedule 12 attached heretosuch enforceability may be limited by the Enforceability Exceptions. No Lease has been cancelled, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate mutually terminated or enter into any sale/leaseback transaction. Notwithstanding the foregoingchallenged in writing wholly or in part, the Borrower may purchase the Office Building Assets pursuant and to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of Company’s Knowledge, such cancellation, termination or challenge has not been directly and overtly threatened neither for now nor the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent future and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall no side agreements have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions been made with respect to the Office Building Assetsproperties subject to any Lease. The Company has not transferred or assigned any Lease or sublet or sub-sublet any portion of the property covered by any Leases. A true and correct copy of each Lease and any guaranties with respect thereto have been provided to Buyer. The Company has paid all rents, all operating expenses and other additional charges in full to the extent such rents, operating expenses and charges are due and payable under each Lease. The Company is not required, upon the expiration or earlier termination of any of the Leases, to remove improvements, alterations or additions installed in the premises which shall be certified by an Authorized Signatory are the subject of the Leases, other than its trade fixtures, personal property (including furniture), security system and wiring and cabling. The Company’s possession and quiet enjoyment of the premises which are the subject of the Leases has not been disturbed. None of the Company, nor, to be truethe Company’s Knowledge, the applicable landlord or sublandlord is in default under any Lease. The Company has not been granted any rent-free periods, construction subsidies, or other incentives which lead to a payment obligation under any Lease for the future. Section 3.17 of the Disclosure Schedule sets forth a complete and correctaccurate list of all Leases and any guaranties with respect thereto, setting forth for each such Lease, the name of the landlord or sublandlord, the amount of the security deposit paid by the Company for such Lease, and all the remaining amount of which shall be in form and substance satisfactory such security deposit as of the date of this Agreement. Any brokerage commissions relating to the Managing Agents; (b) prior to or simultaneously with Leases owed by the contribution of the Office Building Assets to the Office Building PartnershipCompany have been paid in full. The Company does not own, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershiphas never owned, any real property.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower Neither Parent nor any of the Restricted its Subsidiaries shall purchase owns, or has ever owned, any real estate or enter into any sale/leaseback transactionproperty. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution Section 4.20 of the Office Building Assets Parent Disclosure Schedule sets forth a true, correct and complete list as of the date hereof of all real properties with respect to which Parent or any of its Subsidiaries directly or indirectly holds a valid leasehold interest (including any subleases, licenses or sublicenses) as well as any other real estate that is in the Office Building Partnership possession of or leased, subleased or licensed by Parent or any of its Subsidiaries (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation“Parent Leased Real Property”), including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion true, correct and complete list of all of the Managing Agents Parent Leased Real Property under which any such real property is appropriate leased, subleased, licensed or otherwise possessed (the “Parent Real Estate Leases”), each of which is in full force and effect, with no existing material default by Parent thereunder (or any act which, with notice or the passage of time, or both, could result in a material default under the Parent Real Estate Leases). Parent’s or its applicable Subsidiary’s use, occupancy and operation of each such Parent Leased Real Property conforms to all applicable Laws, and Parent or its applicable Subsidiary has exclusive possession of each such Parent Leased Real Property and has not granted any use or occupancy rights to tenants, subtenants or licensees with respect to such grantParent Leased Real Property. Neither Parent nor any of its Subsidiaries has assigned, including transferred, mortgaged, subleased or pledged (directly or indirectly) any documentation requested interest in any of the Parent Real Estate Leases. In addition, each of Parent and its applicable Subsidiary has a valid leasehold interest in (or a valid right to use and occupy) the Parent Leased Real Property, free and clear of all Liens other than Permitted Liens. To Parent’s Knowledge, neither the whole nor any part of the Parent Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Entity, and no such condemnation or other taking is threatened or contemplated. The Parent Leased Real Property comprises all of the Banks (collectivelyreal property used in, and is necessary for, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies operation of the Office Building Acquisition Agreement, business of Parent and its Subsidiaries as currently conducted. Neither Parent nor any of its Subsidiaries has ever leased or operated at any real property other than the Office Building Documents Parent Leased Real Property. All structures and all other documents related to buildings on the transfer Parent Leased Real Property are adequately maintained and are in good operating condition and repair for the requirements of the Office Building Assets to business of Parent and its Subsidiaries as currently conducted. To Parent’s Knowledge, there is no pending or contemplated special assessment or reassessment of any parcel included in the BorrowerParent Leased Real Property that would result in a material increase in the rent, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified additional rent or other sums and charges payable by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to Parent or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipits Subsidiaries.

Real Estate. Except as set Section 4.15 of the Company Disclosure Schedule sets forth a true, correct, and complete list of all of the real property owned or leased by the Company and its Subsidiaries, other than the Patented Claims, the Unpatented Claims, the Millsites and the Tunnel Sites. The Company or one or more of its Subsidiaries has good and marketable fee simple title to all of its owned real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule 12 attached hereto(the "Company Owned Properties"), neither and the Borrower Company and each of its Subsidiaries has a valid and subsisting leasehold estate in all of its leased real property disclosed or required to be disclosed on Section 4.15 of the Company Disclosure Schedule (the "Company Leased Premises," and together with the Company Owned Properties, the "Company Properties"), in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries (i) currently lease all or any part of the Restricted Subsidiaries shall purchase Company Owned Properties or (ii) has received written notice of any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoingpending, the Borrower may purchase the Office Building Assets pursuant and to the Office Building Acquisition Agreement provided that Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Company Owned Properties. With respect to the Company Leased Premises, (a) at all times prior to contribution leases under which the Company or one of its Subsidiaries leases any Company Leased Premises (the "Real Property Leases") are valid and in full force and effect and constitute binding obligations of the Office Building Assets Company or one of its Subsidiaries and the counterparties thereto, in accordance with their respective terms, (b) there is not any existing default by the Company or any of its Subsidiaries under any of the Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Office Building Partnership Company, and (ic) neither the Borrower grants a negative pledge on the Office Building Assets Company nor any of its Subsidiaries nor, to the Administrative Agent and delivers Knowledge of the Company, any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Administrative Agent Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion or any portion of the Managing Agents is appropriate with respect to such grantCompany Leased Premises. True, including any documentation requested by the Banks (collectivelycorrect, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with complete copies of the Office Building Acquisition Agreementall Real Property Leases, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrowerand, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building AssetsCompany Owned Properties, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and complete copies of all of which shall be in form deeds, title insurance policies, and substance satisfactory surveys have been delivered or otherwise made available to Parent by the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCompany.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any Section 3.12 of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership Disclosure Schedule sets forth (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent address and delivers to the Administrative Agent legal description of all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested real property owned by the Banks (collectively, the "Office Building Documents") Company or any Subsidiary and all buildings and other structures located on such real property; (ii) not less than five all leases, subleases or other agreements, including all amendments and other modifications, under which the Company or a Subsidiary is lessor or lessee of any real property (5the "Leases"); (iii) days prior all options held by the Company or a Subsidiary to purchase or acquire any interest in real property; and (iv) all options granted by the Company or a Subsidiary to sell or dispose of any interest in real property. The Company or a Subsidiary is the owner of record, lessee under the Leases or holder of the options, as the case may be, of each of the items set forth on the Disclosure Schedule free and clear of all Liens, defects, claims, rights of possession or other encumbrances (except Permitted Liens), and the Company or a Subsidiary, as applicable, has good and marketable title in and to all owned real property set forth on the Disclosure Schedule subject to no Liens except Permitted Liens and Liens in favor of the Banks pursuant to the Office Building Acquisition DateCredit Agreement. Such Leases and other agreements are in full force and effect and the Company and the Subsidiaries have not received notice of any default thereunder, nor of any condition which would become a default with the giving of notice, the Borrower shall have provided the Managing Agents with copies passage of time, or both. Except as described on Section 3.12 of the Office Building Acquisition AgreementDisclosure Schedule, no consent, waiver, approval or authorization is required from the Office Building Documents and all other documents related landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. There is no pending or, to the transfer Knowledge of the Office Building Assets to Sellers or the BorrowerCompany, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution any threatened condemnation proceeding affecting any portion of the Office Building Assets to real property owned or leased by the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipCompany or any Subsidiary.

Real Estate. Except as set forth on The Company and the Company Subsidiaries do not own any real property. Schedule 12 attached hereto, neither the Borrower nor any 3.10 of the Restricted Subsidiaries shall purchase Company Disclosure Letter sets forth a true and correct list of all leases, subleases or other agreements, oral or written (collectively, “Real Property Leases”), under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real estate property (the “Leased Real Property”). Each Real Property Lease is valid, binding and in full force and effect. Neither the Company or enter into any sale/leaseback transaction. Notwithstanding Company Subsidiary, on the foregoingone hand, the Borrower may purchase the Office Building Assets pursuant nor, to the Office Building Acquisition Agreement provided that (a) at all times prior Company’s Knowledge, any other party to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge any Real Property Lease on the Office Building Assets other hand, is in material breach or default of, and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a material breach or default by the Company or a Company Subsidiary under any Real Property Lease or permit the termination, material modification, acceleration or cancellation thereof. The Company and the Company Subsidiaries have not received written notice from any insurance carrier or landlord for any Leased Real Property that the Company or a Company Subsidiary needs to the Administrative Agent undertake any material repairs, alterations or construction or to take any other corrective action with respect to any Leased Real Property. All base rent, additional rent and delivers to the Administrative Agent all other documentationcharges and amounts payable by the Company or any Company Subsidiary under the Real Property Leases have been paid to date. Except for reasonable wear and tear, all improvements, buildings and systems, including, without limitation, opinions the electrical, plumbing, heating, ventilation, air conditioning, roofing and other utility systems on the Leased Real Property are in all material respects in good repair, working order and operating condition and are adequate for operation of counsel, an appraisal the Company’s and a Phase I environmental audit which the Company Subsidiaries’ business at the current operating levels. There are no material structural defects in the reasonable opinion improvements on the Leased Real Property, nor are there any material repairs that are reasonably necessary to be undertaken in order to operate the Company’s or the Company Subsidiaries’ business on the Leased Real Property in a lawful, safe and efficient manner. To the Company’s Knowledge, the zoning of the Managing Agents is appropriate with respect to such grant, including any documentation requested by Leased Real Property permits the Banks (collectively, presently existing improvements and the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies continuation of the Office Building Acquisition AgreementCompany’s and the Company Subsidiaries’ business as presently being conducted on such Leased Real Property. To the Company’s Knowledge, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrowerthere are no condemnation or rezoning hearings or proceedings pending before any Governmental Agency, including, without limitation, lien search results from appropriate jurisdictions or proposed or contemplated by any Governmental Agency with respect to the Office Building AssetsLeased Real Property. Except as disclosed on Schedule 3.10 of the Company Disclosure Letter, the Company or a Company Subsidiary is in actual, exclusive possession of the Leased Real Property, and except as otherwise provided in the Real Property Leases, has good, valid and indefeasible title to all leasehold estates created under the Real Property Leases, free and clear of which shall be certified by an Authorized Signatory all Liens. The Company has delivered to be true, Parent a correct and complete and correctcopy of each Real Property Lease, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to amendments, supplements or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipmodifications thereto.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase No Seller owns or has ever owned any real estate or enter into any sale/leaseback transactionproperty. Notwithstanding The only real property used by Sellers are the foregoingBranches, the Borrower may purchase the Office Building Assets each of which is leased pursuant to the Office Building Acquisition Agreement provided that (aleases identified on Schedule 1.1(c) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building DocumentsLeased Real Property") ). None of the Unexpired Leases and (ii) not less than five (5) days prior no extract or memorandum therefor has been recorded or filed with any recording or filing office of any jurisdiction by any Seller and, to the Office Building Acquisition Datebest of any Seller's or Member's knowledge, by the Borrower shall have provided landlord thereunder. To the Managing Agents with copies best of any Seller's or any Member's knowledge, all buildings, structures, fixtures and improvements, and all mechanical and operating systems comprising a part of the Office Building Acquisition AgreementLeased Real Property are structurally sound, in compliance with all Requirements of Law and restrictive covenants, easements and any similar instruments and agreements pertaining thereto and in good condition, ordinary wear and tear excepted, and are sufficient to carry on the Office Building Documents Business as conducted thereon. To the best of any Seller's or any Member's knowledge, all utilities and all other documents related services currently provided to the transfer Branches are adequate for use in the Business as conducted thereon. The use and operation of the Office Building Assets to the BorrowerBranches are in conformance with all applicable Requirements of Law, including, without limitation, lien search results from appropriate jurisdictions Orders and Permits. All utility charges previously due and payable with respect to each Branch have been fully paid. To the Office Building Assetsbest of any Seller's or any Member's knowledge, all there are no restrictions on entrance to or exit from any of the Branches to adjacent public streets and highways and no conditions exist that will result in the termination of the present access to and from any of the Branches to existing public streets and highways. To the best of any Seller's or any Member's knowledge, there are no proposed reassessments (other than regular periodic reassessments required by statute) of any of the Leased Real Property by any Governmental or Regulatory Authority. No Seller or Member has received written notice of, and no Seller or, to the best knowledge of any Seller or Member, any other party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any easement, restrictive covenant or any similar instrument or agreement affecting any of the Leased Real Property. To the best of any Seller's or any Member's knowledge, there are no condemnation, appropriation or other proceedings involving any taking of any of the Branches pending or threatened. To the best of any Seller's or any Member's knowledge, no part of any of the Branches contains, is located within, or abuts any flood plain, navigable water or other body of water, tideland, wetland, marshland or any other area which shall be certified by an Authorized Signatory is subject to any special Requirement of Law, control or protection. The Sellers and Members have provided or caused to be true, complete and correct, and all of which shall be in form and substance satisfactory provided to the Managing Agents; (b) prior to or simultaneously with the contribution Buyer true and complete copies of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipeach Unexpired Lease.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership."

Real Estate. Except (a) Seller shall, within thirty (30) days following the date hereof, at its sole cost and expense, cause to be furnished to Buyer and the Title Company one (1) copy each of a "Land Title Survey" (as set forth that term is defined in the latest edition of the "Manual of Practice for Land Surveying, in Texas" published by the Texas Society of Professional Surveyors) (the "Survey") of the Real Estate, prepared and certified as to all matters shown thereon by a surveyor licensed by the State of Texas ("Surveyor"). The Survey shall bear (i) a certificate in substantially the same form as Exhibit H attached hereto and made a part hereof, and (ii) a notation stating whether or not a portion of the Real Estate is located in a 100-year flood plain, as shown on the current Federal Emergency Management Agency applicable to the Real Estate, and shall show the specific location of any portions of the Real Estate which may be located in any such 100 year flood plan. (b) Within thirty (30) days following the date hereof, Seller shall, at its sole cost and expense, cause the Title Company to furnish to Buyer (i) a title commitment ("Commitment") showing Seller as the record title owner of the Real Estate, by the terms of which Commitment the Title Company agrees to issue to Buyer at Closing a basic owner's policy of title insurance ("Title Policy") in the amount of the Book Value of the Real Estate and Real Estate Improvements on the standard form therefor promulgated by the Texas Department of Insurance, insuring Buyer's fee simple title to the Real Estate to be good and indefeasible, subject to the terms of the Title Policy and the Schedule 12 attached heretoB exceptions, neither and (ii) photocopies of all documents ("Title Documents") describing all Schedule B title exceptions shown on the Borrower nor Commitment. As used herein, the term "Title Objection Period" shall mean a period commencing on the first (1st) day following Seller's delivery to Buyer of the last of the Survey, Commitment and Title Documents and ending twenty (20) days thereafter. All matters shown on the Survey and exceptions listed in the Commitment which are not objected to by Buyer by delivery of written notice to Seller within the Title Objection Period shall be conclusively deemed to be acceptable to Buyer. In the event Buyer timely objects to any title exception or Survey matter which would materially impair the ability of Buyer to utilize the Real Estate as a banking facility ("Title Objection"), Seller may, but shall not be obligated to, cure such Title Objection; provided, however, that if Seller is able and willing to eliminate or cure such Title Objection, Seller shall notify Buyer in writing of such fact ("Seller's Title Notice") within ten (10) days following the Title Objection Period ("Seller's Notice Period"), in which case the limitation or curing by Seller of the Title Objections shall be complete to the satisfaction of Buyer on or before the Closing Date. In the event Seller does not deliver Seller's Title Notice to Buyer within Seller's Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to cure the Title Objections. In the event Seller (A) does not deliver Seller's Title Notice, or (B) notifies Buyer that Seller is unable or unwilling to cure any Title Objection, Buyer shall be deemed to have waived the Title Objections unless within ten (10) days following the expiration of Seller's Notice Period, Buyer delivers to Seller written notice terminating its obligation to purchase the Real Estate. As used in this Agreement, the term "Permitted Exceptions" shall mean all title exceptions or Survey matters which would not materially impair the ability of Buyer to utilize the Real Estate as a banking facility, and all matters either shown on the Survey or listed in the Commitment to which Buyer does not raise a Title Objection within the Title Objection Period, or, having objected, Buyer waives or is deemed to have waived in accordance with the provisions of this Section 4.10(b). Seller shall, at its sole cost and expense, provide to Buyer the basic Title Policy, reflecting only the Permitted Exceptions, as soon as practicable after the Closing Date. An endorsement to the Title Policy amending the Survey exception, if any, shall be at Buyer's sole cost and expense. (c) Within thirty (30) days following the execution of this Agreement, Buyer and Seller shall by mutual agreement engage an independent appraiser acceptable to Buyer and Seller to conduct an appraisal of the Real Estate and Real Estate Improvements. The market value determined by such appraisal shall be the Appraised Value for purposes of this Agreement. The cost of the foregoing appraisal shall be split by Seller and Buyer. (d) If prior to the Closing, the physical condition of any of the Restricted Subsidiaries Branches shall purchase have been materially damaged (which, as used herein, means destruction or damage to at least 10% of the Real Estate and Real Estate Improvements of such Branch) by natural disaster, fire, war or public riot and Buyer and Seller are unable to reach agreement with respect to the repair of such damage, Buyer may elect, upon prompt written notice thereof to Seller, to exclude the Real Estate and the Real Estate Improvements with respect to such Branch from the Assets. If Buyer elects to exclude the Real Estate and the Real Estate Improvements with respect to any real estate or enter into any sale/leaseback transactionBranch, as provided in this Section 4.10(d), then Seller may retain the deposits and assets of such Branch and exclude them from the transactions contemplated under this Agreement. Seller may continue to operate such Branch without restriction following the closing and such operation by Seller of the Branch shall not be subject to the non-compete prohibitions set forth in Section 4.11. Notwithstanding the foregoing, a Branch shall not be deemed to have been materially damaged if the Borrower may purchase Real Estate and Real Estate Improvements are reasonably capable of being used for the Office Building Assets pursuant conduct of Seller's customary business operations and reasonable access exists to the Office Building Acquisition Agreement Real Estate; provided further, that (a) at all times prior to contribution the fair market value of the Office Building Assets to the Office Building Partnership (i) the Borrower grants Real Estate shall not have otherwise been reduced by a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by material amount. Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.4.11

Real Estate. Except as set forth on Schedule 12 attached hereto, neither Neither the Borrower Company nor any of its subsidiaries owns any parcels of real property. Section 4.14 of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that Company Disclosure Schedule sets forth (a) at a list of all times prior real property leases or similar agreements to contribution which the Company or any of its subsidiaries is a party (each, a “Real Property Lease”), true and complete copies of which have previously been furnished to Acquiror, (b) the lessor and lessee of each Real Property Lease and the date and term of each Real Property Lease, (c) the legal description, if known, including street address, of each property covered by each Real Property Lease (the “Leased Premises”) and (d) a brief description, including size and function, of the Office Building Assets principal improvements and buildings on each Real Property Lease. The Real Property Leases are in full force and effect and have not been amended, and no party thereto is in default or breach thereunder. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Company or any of its subsidiaries under any of such Real Property Leases and, to the Office Building Partnership Company’s knowledge, there is no breach or anticipated breach by any other party thereto. With respect to each of the Leased Premises (i) the Borrower grants a negative pledge Company and its subsidiaries have valid leasehold interests or other rights of use and occupancy in such Leased Premises, free and clear of any Liens on such leasehold interests or other rights of use or occupancy or any covenants, easements or title defects known to or created by the Office Building Assets Company or any of its subsidiaries, except as do not affect the occupancy or uses of such Leased Premises, (ii) such Leased Premises are properly zoned for the uses to which the Administrative Agent Company or any of its subsidiaries put such Leased Premises, are in good repair and delivers condition, normal wear and tear excepted, and are sufficient to satisfy the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion normal business activities of the Managing Agents Company and its subsidiaries as conducted thereat, (iii) each of the Leased Premises (w) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the businesses of the Company and its subsidiaries as presently conducted at such parcel and (x) is appropriate served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such Leased Premises and (iv) none of the Company or any of its subsidiaries have received notice of (y) any condemnation proceeding with respect to any portion of such grantLeased Premises or any access thereto and, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies best knowledge of the Office Building Acquisition AgreementCompany, the Office Building Documents and all other documents related no such proceeding is contemplated by any Governmental Authority or (z) any special assessment which may affect such Leased Premises and, to the transfer best knowledge of the Office Building Assets to the BorrowerCompany, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified no such special assessment is contemplated by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipany Governmental Authority.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase The Company does not own any real estate property. Schedule ----------- 7.23 sets forth a true and complete list and description of all real property leased to or enter into any sale/leaseback transaction. Notwithstanding used by the foregoingCompany as tenant, subtenant, or licensee, or subleased by the Borrower may purchase Company as sublandlord (the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership "Leased Premises"), including (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentationlocation of such property, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents with copies name of the Office Building Acquisition Agreement, the Office Building Documents lessor or licensor and all other documents related to sublesees (if any), (iii) the transfer execution and termination dates of the Office Building Assets to lease or license, and (iv) the Borrower, including, without limitation, lien search results from appropriate jurisdictions renewal date and purchase options with respect to thereto. Each lease, license and sublease (the Office Building Assets"Real Estate Leases") covering a Leased Premise is valid and in full force and effect, all of which shall be certified by an Authorized Signatory conveys the leased real estate purported to be trueconveyed thereunder, complete and correctis enforceable by the Company as tenant, licensee, sublandlord or subtenant in accordance with its terms, and all there is not under any of such instruments any existing default or event of default (or event which shall be with notice or lapse of time or both would constitute a default). If consent of the lessor or any mortgagee is required or deemed necessary by Buyer in connection with any Real Estate Lease, such consent, in form and substance satisfactory to the Managing Agents; (b) Buyer, will be obtained prior to the Closing Date (such consents in the case of mortgagees to include non-disturbance agreements if requested by Buyer). The Company has delivered to Buyer complete and accurate copies of all Real Estate Leases, together with all amendments and extensions thereto. There are no encroachments from any of the Leased Premises onto adjoining real property, and there are no encroachments from any adjoining real property onto any of the Leased Premises. Each structure located on the Leased Premises is structurally sound, well maintained, in good condition and repair and adequate for the uses to which it is presently being put. The Leased Premises, including all structures, improvements and fixtures thereon and the current uses thereof, conform to any and all applicable reclamation, zoning, land use, subdivision, wetlands, building, health, environmental and safety laws, rules and regulations and, except as set forth in Schedule 7.23, no notice from any governmental body or simultaneously other person has been served upon, or received by, the Company or Keve claiming any violation of any such law, rule or regulation or requiring any work, repairs, reclamation, construction, alterations or installation on or in connection with such Leased Premises, or that any right of access or other right enjoyed by the Company in connection therewith is being modified or terminated. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Leased Premises, or lawsuits by adjoining landowners or others arising out of or in connection with the contribution of Leased Premises, or the Office Building Assets use or operation thereof, nor, to the Office Building Partnershipknowledge of Keve or the Company, (i) the Borrower shall have provided the Managing Agents with all documentation required is any such lawsuit contemplated by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnershipany person, nor is any condemnation or assessment contemplated by any governmental authority.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any Each of the Restricted Subsidiaries shall purchase any real estate Assumed Leases and the primary lease for the US Sublease (the “Relevant Leases”) is in full force and effect and is valid, binding and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or enter into any sale/leaseback transactionother similar laws affecting or relating to creditors’ rights generally; and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Notwithstanding the foregoing, the Borrower may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution None of the Office Building Assets Relevant Leases have been cancelled, mutually terminated or challenged in writing wholly or in part, and to Seller’s Knowledge, such dissolution has not been directly and overtly threatened neither for now nor the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent future and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents is appropriate with respect to such grant, including any documentation requested by the Banks (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall no side agreements have provided the Managing Agents with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions been made with respect to the Office Building Assetslease of the properties subject to such leases. No Seller Group member has transferred or assigned an Assumed Lease or sublet any portion of the property covered by the Assumed Leases. True and correct copies of each of the Relevant Leases have been provided to Purchaser. The applicable Seller Group member has paid all rents, all operating expenses and other service charges in full to the extent such rents, operating expenses and charges are due and payable under the Relevant Leases. To Seller’s Knowledge, neither the applicable Seller Group member nor the applicable landlord or sub-landlord is in default under any of the Relevant Leases. No Seller Group member has been granted any rent-free periods, construction subsidies, or other incentives which shall be certified by an Authorized Signatory lead to be true, complete and correcta payment obligation under the Assumed Leases for the future. Neither JV Holding Singapore nor any JV Subsidiary owns, and all of which shall be has never owned, any real property, and no Seller Group member or the Additional Seller Group Company owns, or has ever owned, any real property primarily used in form and substance satisfactory the Business or with respect to the Managing Agents; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory to the Managing Agents and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building PartnershipAcquired Assets.

Real Estate. Except as set forth on Schedule 12 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries shall purchase any real estate or enter into any sale/leaseback transaction. Notwithstanding the foregoing, the Borrower or a Restricted Subsidiary may purchase the Office Building Assets pursuant to the Office Building Acquisition Agreement provided that (a) at all times prior to contribution of the Office Building Assets to the Office Building Partnership (i) the Borrower grants a negative pledge on the Office Building Assets to the Administrative Agent and delivers to the Administrative Agent all other documentation, including, without limitation, opinions of counsel, an appraisal and a Phase I environmental audit which in the reasonable opinion of the Managing Agents Administrative Agent is appropriate with respect to such grant, including any documentation requested by the Banks Lenders (collectively, the "Office Building Documents") and (ii) not less than five (5) days prior to the Office Building Acquisition Date, the Borrower shall have provided the Managing Agents Administrative Agent with copies of the Office Building Acquisition Agreement, the Office Building Documents and all other documents related to the transfer of the Office Building Assets to the Borrower, including, without limitation, lien search results from appropriate jurisdictions with respect to the Office Building Assets, all of which shall be certified by an Authorized Signatory to be true, complete and correct, and all of which shall be in form and substance satisfactory to the Managing AgentsAdministrative Agent; (b) prior to or simultaneously with the contribution of the Office Building Assets to the Office Building Partnership, (i) the Borrower shall have provided the Managing Agents Administrative Agent with all documentation required by Section 5.13 hereof and (ii) the Borrower shall have provided the Managing Agents Administrative Agent with replacement Office Building Documents pursuant to which the Office Building Partnership grants a negative pledge on the Office Building Assets to the Administrative Agent all of which replacement Office Building Documents shall be form and substance saisfactory satisfactory to the Managing Agents Administrative Agent; and (c) the Borrower shall promptly cause the contribution of the Office Building Assets to the Office Building Partnership.