Common use of Properties Clause in Contracts

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has Parent or its Subsidiaries have good and valid fee simple marketable title to all material real properties owned by Parent or any of the Company Owned Real Propertyits Subsidiaries, free and clear of all Liens (other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Parent Owned Real Property, other than Permitted Liens; (iii”) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivii) there are no outstanding options existing, pending, or rights to the Knowledge of first offer Parent, threatened condemnation, eminent domain or refusal to purchase similar proceedings affecting any of the Company Parent Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) Parent or one of its Subsidiaries has valid leasehold title to each real property subject to a material lease, sublease or other occupancy to which Parent or any of its Subsidiaries is a party as tenant for real property (the “Parent Real Property Leases”), sufficient to allow each of Parent and its Subsidiaries to conduct their business as currently conducted, (ii) each Parent Real Property Lease under which Parent or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none neither Parent nor any of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party to such Parent Real Property Lease, is in breach or violation Lease has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute a default under the provisions of such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Parent Real Property Lease on Lease. (c) Except as would not reasonably be expected to have, individually or in the part aggregate, a Parent Material Adverse Effect, each of the Company or any Company SubsidiaryParent and its Subsidiaries, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach all of its properties, assets and other rights that do not constitute real property or default under Intellectual Property (i) has valid title to all such Real Property Lease which has not been re-deposited properties, assets and other rights reflected in full; its books and records as owned by it free and clear of all Liens (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; ) and (viiiii) there are no Liens on the estate owns, has valid leasehold interests in or interest created by valid contractual rights to use all of such Real Property Leaseproperties, assets and other than rights (in each case except for Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof).

Properties. (a) The Company and its Subsidiaries have a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company and its Subsidiaries use or occupy or have the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.15(a4.14(a) of the Company Disclosure Letter sets forth a true true, correct and complete list of all Leased Real Property as of the date hereof. Except as would not be material to the Company and its Subsidiaries, each Real Property Lease (i) is a valid and binding obligation of the Company or its Subsidiary that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) no uncured default on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any such Real Property Lease, and (iii) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Real Property Lease. Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Real Property Lease to terminate for default, convenience or otherwise any Real Property Lease, nor is any such party, to the knowledge of the Company, threatening to do so. Neither the Company nor any of its Subsidiaries are currently subleasing, licensing or otherwise granting any Person any right to use or occupy Leased Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected material to have a Company Material Adverse Effect, either the Company or and its Subsidiaries, the Company Subsidiaries: (i) has good and its Subsidiaries have valid fee simple and marketable title to all of the Company Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens other than except Permitted Liens; (ii) is in sole and exclusive possession of . Neither the Company Owned Real Property and there are no leasesnor any of its Subsidiaries is currently leasing, licenses, occupancy agreements licensing or otherwise granting any other similar arrangement (the “Real Property Leases”) pursuant to which Person any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the occupy Company Owned Real Property. (bc) Except as would not be material to the Company and its Subsidiaries, all buildings, structures, fixtures and improvements included within the Company Owned Real Property or Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use and there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof. (d) There is no pending, or to the knowledge of the Company, threatened proceedings in eminent domain or condemnation against any of the Company Owned Real Property or Leased Real Property that are material to the Company or its Subsidiaries. (e) Section 4.15(b4.14(e) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement (i) all theatre locations that are scheduled to be closed within the twelve-month period following the date of this Agreement, (ii) all new theatre locations that the Company and its Subsidiaries are scheduled to open within the twelve-month period following the date of this Agreement, and (iii) all theatre locations that are under renovation or construction (excluding renovations and construction for any single location that do not exceed Two Hundred Fifty Thousand Dollars ($250,000)), together with the budgeted renovation or construction costs, (iv) the current landlord and tenant under each Real Property Lease, (v) the lease commencement and expiration date under each Real Property Lease, and (vi) the number of extension periods or extension terms (or, for the real property leased by Company avoidance of doubt, the number of opportunities to extend the term of each Real Property Lease as provided therein) for each Real Property Lease. (f) True, correct and complete copies of each Real Property Lease, any amendment thereto and any material agreement between the landlord and tenant or any third party relating to or impacting the terms and provisions of any Real Property Lease, have been made available to Parent. (g) In the event that the term of any Real Property Lease will expire on or prior to February 28, 2017, the Company Subsidiaries for which the annual rental value exceeds $5,000,000 has provided any notice required pursuant to a the terms and provisions of such Real Property Lease, in such form and containing such content as required under such Real Property Lease, in order to extend the term thereof, such that each Real Property Lease currently carries the maximum term provided under the Real Property Lease (subject to any subsequent opportunities to extend the “term thereof). (h) Except as would not be material to the Company and its Subsidiaries, each theatre located on the Leased Real Property” and, together with the Property or Company Owned Real Property, together with the “Company Real Property”). Except in respects thatrelated items of personal property located therein, individually or in the aggregateconstitutes a fully-operable motion picture theatre, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: such motion picture theatre and related personal property is fit for the use for which it is intended and to which it is presently devoted. (i) each Real Property Lease is in full force and effect, and To the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge knowledge of the Company, any other party (i) no petition or application to such rezone or otherwise alter or amend the land use regulations affecting the Leased Real Property Lease, is in breach or violation of, or in default under, such Company Owned Real Property Leaseis pending nor threatened, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viii) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received any written notice of any violation of Applicable Laws, or will owe in including zoning and land use regulations affecting the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or Company Owned Real Property, and there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property or Company Owned Real Property and (iii) neither the Company nor any portion thereofof its Subsidiaries has received written notice of any pending improvements, Liens or special assessments from any Governmental Authority to be made against (A) the Leased Real Property for which the tenant under the Real Property Leases would be responsible or (B) the Company Owned Real Property for which the Company would be responsible.

Properties. (a) Section 4.15(a4.14(a) of the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, of all addresses of the material real property properties owned in fee simple by the Company or any of its Subsidiaries as of the Company Subsidiaries date of this Agreement (the “Company Owned Real Property”). Except in respects that, individually or in ) and the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all legal name of the Company Owned Real Property, free and clear respective owner(s) of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company each Owned Real Property. (b) Section 4.15(b4.14(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, of all a list of the real property leased by material leases, subleases, licenses or other occupancies to which the Company or any of the Company its Subsidiaries is a party as tenant for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease real property (the “Company Leased Real PropertyProperty Leases” and, together with the Company Owned Real Property, the “Company Real Property”). Except . (c) The Company or one of its Subsidiaries owns good and marketable fee simple title or valid leasehold title (as applicable) to the Company Real Property and all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, in each case, free and clear of all Liens, except (i) for Permitted Liens, (ii) for the property and assets that have been disposed of or leased since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and (iii) in respects thatthat would not reasonably be expected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise occupies any real property is valid, binding and in full force and effect. Except as would not reasonably be expected to have, and individually or in the aggregate, a Company Material Adverse Effect, neither the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment nor any of the Company Leased Real Property under such Real Property Lease its Subsidiaries has not been disturbed and there are no disputes with respect to violated any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received notice that it has breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a4.09(a) of the Company Newhall Disclosure Letter Schedule sets forth a true and complete listlist or description of all material real property that the Newhall Entities own or lease (collectively, as the “Newhall Properties”) or have a right or obligation to acquire, sell or lease (other than under this Agreement), whether or not subject to the satisfaction of conditions, indicating, in each case, the name of each of the date hereofNewhall Entities that owns or leases or has the right or obligation to acquire, of all sell or lease such real property. Each of the real property owned Newhall Entities listed as owning any of the Newhall Properties on such Schedule has good and marketable title in fee simple by to such Newhall Properties (except to the Company extent noted as a leasehold or any other property interest in Section 4.09(a) of the Company Subsidiaries Newhall Disclosure Schedule), free and clear of Encumbrances other than (the “Company Owned Real Property”). Except in respects that, individually i) Permitted Encumbrances or in the aggregate, have not had and (ii) other Encumbrances that would not reasonably be expected to have a Company Newhall Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all . Each of the Company Owned Real PropertyNewhall Entities listed as lessee of any of the Newhall Properties on such Schedule has a valid leasehold interest in such Newhall Properties, free and clear of all Liens Encumbrances other than (A) Permitted Liens; Encumbrances or (iiB) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and Encumbrances that would not reasonably be expected to have a Company Newhall Material Adverse Effect. (b) Except for matters that would not reasonably be expected to have a Newhall Material Adverse Effect, the Newhall Entities have sole possession of the Newhall Properties, there are no parties in possession of any portion of the Newhall Properties as lessees, tenants at sufferance, trespassers, licensees or otherwise, and none of the Newhall Entities has granted or agreed to grant to any Person, and none of the Newhall Entities is a party to, any option, contract, right of first refusal, right of first offer, affordable housing agreement, profit participation (payable to a Person other than one of the Newhall Entities), anti-speculation option, joint venture or similar agreement or any other agreement or understanding, in each case, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company a purchase or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment sale of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; Newhall Properties (iii) none of the Company or any Company Subsidiary has given material real property that the Newhall Entities have a right or received any written notice of default pursuant obligation to any such Real Property Lease; (ivacquire) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereintherein or pursuant to which any sales proceeds relating to any Newhall Properties are required to be paid to any other Person. (c) Except for matters that would not reasonably be expected to have a Newhall Material Adverse Effect, other than Permitted Liens; (viii) there are is no Liens on existing, or to the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none knowledge of the Company Newhall Companies, threatened in writing, proceeding that would involve the condemnation, eminent domain rezoning or other modification of the zoning classification of any Company Subsidiary has subleasedof the Newhall Properties, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (ai) Section 4.15(a5.1(q)(i) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list by name and location of all of the material real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects thatas has not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect, either (x) each of the Company or the Company Subsidiaries: (i) and its Subsidiaries has good and valid marketable title in fee simple title to all of the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivy) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listexisting, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting the Owned Real Property. (ii) Section 5.1(q)(ii) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property leases, subleases and other occupancy arrangements providing for annual payments of $5,000,000 or more to which the Company or any other of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Real Property”. Except as set forth on Section 5.1(q)(ii) of the Company Disclosure Letter or as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event nor has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. (iii) Except as is not, or will owe in would not reasonably be expected be, material to the future based on arrangements currently in existenceCompany and its Subsidiaries, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of taken as a whole, the Company or any Company Subsidiary one of its Subsidiaries has collaterally assigned good and valid title to, or granted any other security in the case of leased tangible assets, a valid leasehold interest in such Real Property Lease or any interest thereinin, all of its material tangible assets, free and clear of all Liens, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) (i) The Company and each of its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible assets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(a5.21(b) of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as of the date hereof, correct list of all of the real property and interests in real property, if any, currently owned in fee simple by the Company or any of the Company its Subsidiaries (the each, an “Company Owned Real Property”). Except Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property with respect to the locations disclosed in respects thatPart I, individually Item 2 of Company’s annual report on Form 10-K for its fiscal year ended June 30, 2013 (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, and (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property as of the date of this Agreement. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the aggregateexecution, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either delivery or performance of this Agreement by the Company or the consummation by the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) transactions contemplated hereby. No Lease Agreement is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or subject to any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real PropertyLien, other than Permitted Liens; (iii) has sufficient , including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right of ingress and egress to the use or occupancy of any Leased Real Property. The Company Owned Real Property in and each of its Subsidiaries has performed all material respects obligations required to be performed by it to date under each Lease Agreement, and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options defaults or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists circumstances which, with upon the delivery giving of notice, the notice or passage of time or both, would constitute such a breach, violation default or default, or permit the termination, modification or acceleration of rent breach by any party under such Real Property any Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Agreement. (vc) no security deposit or portion thereof deposited with With respect to such each Leased Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) Property, neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary its Subsidiaries has subleased, licensed or otherwise granted any person the anyone a right to use or occupy any Company such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property and the Leased Real Property.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either the Company and its Subsidiaries have (i) good and valid title to all real property owned by the Company or its Subsidiaries (the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company “Owned Real Property”), free and clear of all Liens other than Permitted Liens; (ii) is valid and enforceable leasehold interests in sole and exclusive possession of all real property in which the Company or such Subsidiaries hold an interest pursuant to a lease, sublease, license or other similar written agreement (the “Leased Real Property,” together with the Owned Real Property (the “Real Property”), and there are no such leases, licensessubleases, occupancy agreements licenses or any other similar arrangement (written agreements, the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; and (iii) has sufficient right good and marketable title, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of ingress its tangible personal properties and egress assets necessary to carry on their businesses as now being conducted, in each of clauses (i) – (iii), free and clear of Liens. Section 4.14 of the Company Owned Real Property in Disclosure Schedule sets forth a true, complete and correct list of all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid and in full force and effect, effect and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to nor any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor to the Knowledge of the Company, ’s knowledge any other party to such a Real Property Lease, is in breach or violation has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received notice that it has breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true complete list of all Owned Real Property. Except as would not have, or reasonably be expected to have, a Material Adverse Effect, the Company or any of its subsidiaries has good and complete listmarketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Liens (except Permitted Liens). The Company or any of its subsidiaries has possession of each Owned Real Property and Leased Real Property, other than any use and occupancy rights granted to tenants or licensees pursuant to leases and occupancy agreements. Except as set forth in Section 3.14(a) of the date hereofCompany Disclosure Letter, neither the Company nor any of its subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Owned Real Property, and neither the Company nor any of its subsidiaries has granted any outstanding options, rights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or any portion thereof. (b) Section 3.14(b) of the Company Disclosure Letter lists the street address of each parcel of Leased Real Property, and all Leases, and except as would not have, or reasonably be expected to have, a Material Adverse Effect, (i) each Lease is in full force and effect and is the valid, binding and enforceable obligation of the Company and/or each of its subsidiaries party thereto and, to the knowledge of the Company, of all the other party thereto, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the real property owned in fee simple Company, there is no material default under any Lease either by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its subsidiaries or, to the Knowledge knowledge of the Company, by any other party to such Real Property Leasethereto, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or the giving of notice or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of default by the Company or any Company Subsidiaryof its subsidiaries under any Lease, nor, to the Knowledge and (iii) except as set forth in Section 3.14(b)(iii) of the CompanyCompany Disclosure Letter, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary its subsidiaries has subleased, licensed or otherwise granted any person Person the right to use or occupy any Company Leased Real Property or any portion thereof. The Company has made available to BidCo a true, correct and complete copy of each Lease. (c) The Real Property constitutes all of the real property used or occupied by the Company and its subsidiaries. (d) There is no pending or, to the knowledge of the Company, threatened appropriation, condemnation, eminent domain or like Proceeding, or sale or other disposition in lieu of condemnation, affecting the Real Property. (e) Except as would not have, or reasonably be expected to have, a Material Adverse Effect, the Company or any of its subsidiaries has good and marketable title to, or valid leasehold interests in or licenses for, all personal property used in the businesses of the Company and its subsidiaries, free and clear of all Liens (other than Permitted Liens), and such property is in good working order and condition, ordinary wear and tear excepted. The assets owned, leased or licensed by the Company and its subsidiaries are sufficient in all material respects for the conduct of their business as currently conducted.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Subsidiaries: (i) has good and valid fee simple title to all Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Company Owned Real PropertyBalance Sheet Date in the ordinary course of business, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Except with respect to any Oil and Gas Properties, Section 4.15(b3.14(b) of the Company Disclosure Letter Schedule sets forth a true list of (i) all real property owned by the Company or any of its Subsidiaries (each such property, a “Company Owned Real Property”) and complete list, as of the date hereof, of (ii) all of the material real property leased by the Company or any of the Company its Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to (each such property, a Real Property Lease (the “Company Leased Real Property” and, and together with the Company Owned Real Property, the “Company Real Property”). . (c) Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had a Company Material Adverse Effect and except for Permitted Liens, neither the Company nor any of its Subsidiaries (i) lease or grant any Person the right to use or occupy all or any part of any Company Owned Real Property or (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Company Owned Real Property or any portion thereof or interest therein. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or one of its Subsidiaries has a valid leasehold interest in all Company Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (ii) each of the Company and its Subsidiaries is in compliance in all material respects with respect to the terms of all leases of Company Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) the Company or one of its Subsidiaries, as the case may be, and (B) to the Company’s knowledge, each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the Company’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception. (e) As of the date hereof, the Company has not received any written notice that all or any portion of material Company Real Property Lease: is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor. (f) Except for any Permitted Liens, to the Company’s knowledge (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of material contractual or legal restrictions that prevent the Company or any of its Subsidiaries from using any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; for its current use and (ivii) all structures and other buildings on the Company Real Property are in operating condition and none of the Company such structures or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, buildings is in breach need of maintenance or violation ofrepairs except for ordinary, or in default under, such Real Property Leaseroutine maintenance and repairs, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied except for ordinary wear and tear in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofall material respects.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the No real property is owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company its Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b4.22(b) of the Company Disclosure Letter Schedule sets forth a true true, accurate and complete list, as of the date hereof, list by address of all of the real property leased leased, subleased, licensed or otherwise occupied by the Company or any of the Company its Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (collectively, the “Company Leased Real Property” and”) as of the date of this Agreement. The Company has made available to Parent true and complete copies of each lease, together with sublease, license or occupancy agreement in effect as of the Company Owned Real Property, the “Company Real Property”). Except date hereof granting rights in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and (each a “Company Real Property Lease: (i) each ”), including any guarantees, amendments and assignments thereto. Except for the Company Real Property Lease is in full force and effectLeases, and there are no other leases, subleases, licenses, use, occupancy or similar agreements granting to any party (other than the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (iiany of its Subsidiaries) the possession and quiet any occupancy or use and enjoyment of the rights for any Company Leased Real Property under such Real Property Lease has not been disturbed and there as of the date hereof. There are no disputes with respect subleases or similar written agreements granting to any such Real Property Lease; (iii) none of Person other than the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person its Subsidiaries the right to use or occupy any Company Leased Real Property Property. Neither the Company nor any Subsidiary (as applicable) owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of any real estate or any portion of or interest in real property, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and valid leasehold interest in the Company Leased Real Property free and clear of all Liens, other than Permitted Liens, and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease is (A) a valid and binding on the Company or the applicable Subsidiary of the Company, as the case may be, and, to the Knowledge of the Company, each other party thereto, and (B) in full force and effect and enforceable in accordance with its terms against the Company or any Subsidiary party thereto and, to the Knowledge of the Company, the counterparties thereto, except as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. Neither the Company nor any Subsidiary of the Company, and, to the Knowledge of the Company, none of the other parties to any Company Real Property Lease, is in default under any Company Real Property Lease and no event or condition exists, which (with or without notice, lapse of time or both) would reasonably be expected to constitute a default under, the provisions of any Company Real Property Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company would be required to expend any material funds in causing the applicable party to comply with the surrender conditions set forth in the applicable Company Real Property Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all buildings, structures, improvements, fixtures, buildings systems and equipment, and all components thereof, located on the Company Leased Real Property are in good operating condition and repair (normal wear and tear excepted) for the operation of the business as currently conducted. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have title to, or a valid leasehold interest in, all material tangible personal property free and clear of all Liens, other than Permitted Liens, and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted, including all such assets reflected on the Company Balance Sheet (except for assets sold or otherwise disposed of since the Company Balance Sheet Date).

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii. Section 3.15(a) is in sole and exclusive possession of the Company Letter sets forth a true, complete and correct list of all Company Owned Real Property and there are no leases, licenses, occupancy agreements as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is a lessor or grantor under any lease or other similar instrument granting to any other similar arrangement (the “Real Property Leases”) pursuant to which Person any third party is granted the right to use the possession, lease or occupancy of any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession or portion thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) Either the Company Disclosure Letter sets forth or a true and complete list, as Subsidiary of the date hereofCompany has a good and valid leasehold interest in all material respects in each lease, of all of sublease and other agreement under which the real property leased by Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property,” andand such leases, together with the Company Owned Real Propertysubleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except in respects thatSection 3.15(b) of the Company Letter sets forth a true, individually or in the aggregate, have not had complete and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the correct list of all Company Leased Real Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each Company Leased Real Property as set forth in Section 3.15(b) of the Company Letter has been made available to Parent and Buyer or publicly filed with the SEC prior to the date of this Agreement. Each Company Real Property Lease is a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach or violation of, or default in default under, such any material respect under any Company Real Property Lease. Neither the Company nor any of its Subsidiaries is a sublessor or grantor under any sublease or other similar instrument granting to any other Person any right to the possession, and no event has occurred lease or circumstance exists which, with the delivery occupancy of notice, the passage any portion of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such any Company Leased Real Property Lease on the part Property. Each of the Company Owned Real Property and the Company Leased Real Property is in good condition sufficient to permit the continued use of such facility in the manner and for the purpose to which it is presently devoted. (c) Neither the Company nor any of its Subsidiaries has, since December 31, 2014, received notice of the existence of any outstanding Order or of any Company Subsidiarypending Action, norand, to the Knowledge knowledge of the Company, on there is no such Order or Action threatened relating to the part of the other party thereto; (v) no security deposit ownership, lease, use, occupancy or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither operation by the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete listlist of all real property owned by the Company or any of its Subsidiaries (collectively, the “Owned Real Property”). The Company or a Subsidiary of the Company has good and valid fee simple title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. The Owned Real Property and the Leased Real Property together comprise all of the real property used by any of the Company and its Subsidiaries in the conduct of their respective businesses. Each Owned Real Property is a separate tax lot and is not subject to any rights of purchase, offer or first refusal. (b) Section 4.15(b) of the Company Disclosure Schedule contains a true and complete list as of the date hereof of all real property leased, subleased, or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”). With respect to each Leased Real Property, Section 4.15(b) of the Company Disclosure Schedule also contains a true and complete list as of the date hereof of all material agreements under which the Company or any Subsidiary is, as of the date hereof, the landlord, sublandlord, tenant, subtenant or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof. The Company has heretofore delivered to Parent or made available true, correct and complete copies of the Real Property Leases. (c) The Company and/or its Subsidiaries have valid leasehold estates in all Leased Real Property free and clear of all Liens, except Permitted Liens. (d) Other than the Real Property Leases, as of the real property owned in fee simple by date hereof, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement pursuant to which the Company or any of its Subsidiaries has granted to any other Person any right to the Company Subsidiaries use, occupancy or enjoyment of such Leased Real Property or any part thereof. (the “Company Owned Real Property”). e) Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have a Company Material Adverse Effect, each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto. (f) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received any written notice of, and there does not exist any pending or, to the Company’s Knowledge, threatened condemnation or will owe in the future based on arrangements currently in existence, eminent domain proceedings that affect any brokerage commissions or finder’s fees with respect to any Owned Real Property Lease; or Leased Real Property. (viig) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such The Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofand the related improvements, facilities, machinery and equipment used by the Company and its Subsidiaries in the conduct of their respective businesses are in the Company’s reasonable judgment, taken as a whole, in reasonably adequate operating condition and repair, subject only to ordinary wear and tear.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) Either the Company Disclosure Letter sets forth or a true and complete list, as Subsidiary of the date hereofCompany has a good and valid leasehold interest in each lease, of all of sublease and other agreement under which the real property leased by Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property” and”, together with the Company Owned Real Propertyand such leases, subleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except Section 3.15(b) of the Company Letter sets forth a true, complete and correct list of all material Company Leased Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Property as set forth in respects that, individually Section 3.15(b) of the Company Letter has been made available to Buyer or in publicly filed with the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect SEC prior to the date of this Agreement. Each Company Leased Real Property Lease is a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach or violation of, or in default under, such under any Company Real Property Lease. To the knowledge of the Company, and no event has occurred or circumstance exists which, with the delivery giving of notice, the passage of time time, or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under any such Company Real Property Lease which has not been re-deposited in full; Lease. (vic) neither Neither the Company nor any of its Subsidiaries has, since January 1, 2014, received notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) of With respect to the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (ia) Seller has good and valid marketable fee simple title to all of the Company Owned Real Propertytitle, free and clear of all Liens other than Liens, except Permitted Liens; , (iib) is in sole and exclusive possession of the Company Seller has not leased Owned Real Property or any portion of Owned Real Property, (c) none of the Owned Real Property has been licensed nor has any third party been granted any right to use or occupy all or any portion of any Owned Real Property, such that such license or occupancy would reasonably be expected to materially adversely affect the use or value of the Owned Real Property affected thereby and (d) except for those certain parcels of Owned Real Property pending sale as of the date of this Agreement pursuant to a Home Sale Contract, there are no leasesoutstanding options, licenses, occupancy agreements rights of first offer or rights of first refusal to purchase Owned Real Property or any other similar arrangement (the “portion of, or interest in, Owned Real Property Leases”that would reasonably be expected to impair the continued use or value of any Owned Real Property affected thereby. (b) pursuant All of the Housing Units, improvements and buildings constructed or under construction by Seller or its contractors on the Owned Real Property were constructed or are being constructed, in all material respects, in a good and workmanlike manner, substantially comply with applicable Laws, and are in working condition and repair, normal wear and tear, normal maintenance and normal warranty and customer services matters excepted not to which exceed the maintenance or warranty reserve therefor set forth in the Latest Balance Sheet. (c) Seller has not received any third party written notice from any Governmental Authority that any Permits with respect to the Housing Units, buildings, structures or improvements on any of the Owned Real Property may be revoked, adversely modified or not renewed. (d) Except for the Home Sale Contracts, no person or entity is granted entitled to possession of any of the right to use any Company Owned Real Property, other than Seller, except as permitted by Permitted Liens; . (iiie) Seller has sufficient right received no written notice of ingress and egress to any pending or proposed special area or other assessments, except for any such assessments currently payable which will be prorated at Closing in accordance with Article VII. (f) Seller has received no written notice of any pending or threatened condemnation or eminent domain proceeding or transfer in lieu thereof affecting any of the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options Property, nor has Seller agreed or rights committed to dedicate any of first offer or refusal to purchase the Company Owned Real Property. (bg) Section 4.15(b) the Company Disclosure Letter sets forth a true The Owned Real Property has access to and complete listfrom an adjacent public or private road or street with adequate ingress and egress available to such Owned Real Property for all purposes used or operated by Seller, as and Seller has received no notice of, and to Seller’s Knowledge, there is no pending or threatened action or dispute which would materially impair or interfere with such access. To Seller’s Knowledge, no part of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Owned Real Property Lease (is subject to any building or use restrictions that would restrict or prevent the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet present use and enjoyment of the Company Leased Owned Real Property. (h) None of the Owned Real Property under such or its current or intended uses are in material violation of applicable Law or any private restriction or covenant or entitlements of record applicable to the Owned Real Property Lease has not been disturbed and Property, including the Permitted Liens. To Seller’s Knowledge, there are no disputes with respect to unrecorded easements or encroachments materially affecting any such Real Property Lease; (iii) none portion of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Owned Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a3.17(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all of the leased real property owned in fee simple by that the Company or any of the Company Subsidiaries a Subsidiary leases, subleases or otherwise occupies (the “Company Owned Leased Real Property”)” ) pursuant to which the Company or a Subsidiary is a tenant, subtenant, or otherwise occupies such Company Leased Real Property (individually and collectively, the “Company Real Property Leases” ) and the parties to such agreement. Except The Company Real Property Leases are in respects thatfull force and effect and constitute a legal, valid and binding obligation on the Company or the applicable Subsidiary which is a party to it, enforceable in accordance with its terms, except as, individually or in the aggregate, have has not had been, and would not reasonably be expected to have be, materially adverse to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole. There are no subleases, either licenses, occupancy agreements, consents, assignments, purchase agreements, or other contracts granting to any person (other than the Company or a Subsidiary) the right to use or occupy the Company Leased Real Property, and no other Person (other than the Company and its Subsidiaries: (i) has good and valid fee simple title to all is in possession of the Company Owned Leased Real Property, except as, individually or in the aggregate, has not been, and would not reasonably be expected be, materially adverse to the Company and its Subsidiaries, taken as a whole. There are no outstanding options, rights of first offer or rights of first refusal in favor of any other party to purchase or lease the Company Leased Real Property or any portion thereof or interest therein. The Company or a Subsidiary has provided a true and complete copy of each such Company Real Property Lease. The Company or its Subsidiaries have a valid leasehold estate in all Company Leased Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real PropertyEncumbrances, other than Permitted Liens; (iii) has sufficient right of ingress Encumbrances. The Company and egress its Subsidiaries, as applicable, have materially performed all obligations required to the be performed by them to date under such Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyLease. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have has not had been, and would not reasonably be expected to have a Company Material Adverse Effectbe, with respect materially adverse to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effectits Subsidiaries, and taken as a whole, the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property owns and has good and valid title to all of its tangible personal property. No representation is made under such Real Property Lease has not been disturbed and there are no disputes this Section 3.17 with respect to any such Real Property Lease; Intellectual Property, which is the subject of Section 3.18. (iiic) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither Neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, of its Subsidiaries owns any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofreal property.

Properties. (a) No real property is owned in fee by the Company or any of its Subsidiaries. (b) Section 4.15(a4.21(b) of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, list by address of all of the real property owned in fee simple leased, subleased, licensed or otherwise occupied by the Company or any of the Company its Subsidiaries (collectively, the “Company Owned Leased Real Property”). The Company has made available to Parent true and complete copies of each lease, sublease, license or occupancy agreement in effect as of the date hereof granting rights in the Company Leased Real Property (each a “Company Real Property Lease”). Except for the Company Real Property Leases, there are no other leases, subleases, licenses, use, occupancy or similar agreements granting to any party (other than the Company or any of its Subsidiaries) any occupancy or use rights for any Company Leased Real Property as of the date hereof. Neither the Company nor any Subsidiary (as applicable) owns or holds, or is obligated under or is a party to, any option, right of first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign, convey or dispose of any real estate or any portion of or interest in respects thatreal property, except as would not reasonably be expected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have not had a valid leasehold interest in the Company Leased Property free and clear of all Liens, other than Permitted Liens, and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted. (d) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to the each Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force (A) a valid and effect, and binding on the Company or a Company the applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of Company, as the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orcase may be, and, to the Knowledge of the Company, any each other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leasethereto, and no event has occurred or circumstance exists which(B) in full force and effect, with except as may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. Neither the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part Company nor any Subsidiary of the Company or any Company SubsidiaryCompany, norand, to the Knowledge of the Company, on the part none of the other party thereto; (v) no security deposit parties to any Company Real Property Lease, is in material default or portion thereof deposited with respect to such breach under any Company Real Property Lease has been applied in respect and no event or condition exists, which (with or without notice, lapse of time or both) would reasonably be expected to constitute a material default or breach or default under such under, the provisions of any Company Real Property Lease which has Lease, except as would not been re-deposited reasonably be expected to have, individually or in full; (vi) the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary of the Company Subsidiary owes, or will owe would be required to expend any material funds in causing the applicable party to comply with the surrender conditions set forth in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any applicable Company Real Property Lease; . (viie) none of Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have title to, or any Company Subsidiary has collaterally assigned or granted any other security a valid leasehold interest in such Real Property Lease or any interest thereinin, all material tangible personal property free and clear of all Liens, other than Permitted Liens; (viii) there are no Liens , and as may be necessary to permit the Company and its Subsidiaries to conduct their business in the ordinary course as currently conducted, including all such assets reflected on the estate Company Balance Sheet (except for assets sold or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none otherwise disposed of since the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofBalance Sheet Date).

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or as set forth on Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company and its Subsidiaries have good and valid (the “Company and, with respect to Owned Real Property”). Except in respects that, individually marketable and record) title to, or to the extent not owned, valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the aggregateordinary course of business, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Propertyin each case, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) As of the date hereof, Section 4.15(b) of the Company Disclosure Letter Schedule sets forth a true and complete list, as list of (i) all real property owned by the date hereof, Company or any of its Subsidiaries (the “Owned Real Property”) and (ii) all of the real property leased by or for the benefit of the Company or any of the Company its Subsidiaries for which the Company or its Subsidiaries make minimum annual rental value exceeds base rent payments of $5,000,000 pursuant to a Real Property Lease 250,000 (the “Company Leased Real Property” and, and together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatThe Company has delivered or made available to Parent copies of all leases, individually subleases or in the aggregatelicenses, have not had and would not reasonably be expected to have a Company Material Adverse Effectall material amendments and modifications thereof, with respect to the Company Leased Real Property and each (each, a “Real Property Lease: ”). (c) Except as set forth on Section 4.15(c) of the Company Disclosure Schedule, (i) each Real Property Lease is valid and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) except as would not reasonably be expected to have, individually or in the possession and quiet use and enjoyment of aggregate, a Company Material Adverse Effect, neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to nor any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor, to the Knowledge of the Company’s Knowledge, any other party to such a Real Property Lease, is in breach or violation has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under, under the provisions of such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viiii) neither the Company nor any Company Subsidiary owesof its Subsidiaries has received written notice that it has materially breached, violated or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to defaulted under any Real Property Lease; (vii) none of the . The Company or any Company Subsidiary has not collaterally assigned or granted any mortgage or other security interest in such any Real Property Lease or any interest therein, therein (other than Permitted Liens; (viii) ). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no Liens on the estate or interest created by such any Real Property Lease, Lease other than Permitted Liens; . (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has not received any written notice that all or any portion of Real Property is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority (or other party with the power of eminent domain) with or without payment of compensation therefor. (e) Except for any Permitted Liens and as set forth in Section 4.15(e) of the Company Disclosure Schedule and except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ixi) none of there are no contractual or legal restrictions that prevent the Company or any Company Subsidiary has subleased, licensed or otherwise granted of its Subsidiaries from using any person the right to use or occupy any Company Leased Real Property for its current use and (ii) all structures and other buildings on the Real Property are in good operating condition without structural defects, are suitable and sufficient for the current use thereof, and none of such structures or any portion thereofbuildings is in need of maintenance or repairs except for ordinary, routine maintenance and repairs, and except for ordinary wear and tear. (f) The Real Property constitutes all material interests in real property currently used, occupied or held for use and necessary in connection with the business of the Company and its Subsidiaries as currently conducted.

Properties. (a) Section 4.15(a3.15(a)(i) of the Company Disclosure Letter sets forth a true Schedule identifies by street address or location each parcel of Material Owned Real Property and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any Section 3.15(a)(ii) of the Company Subsidiaries (Disclosure Schedule identifies by street address or location of each Material Leased Real Property and lists, with respect to each such Lease, the “Company Owned Real Property”)date of such Lease and any material amendments thereto. Except in respects that, individually or in the aggregate, have as has not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Material Real Property Adverse Effect, the Company or one of its Subsidiaries has (A) good, valid and marketable fee simple title to all Owned Real Property and (B) valid leasehold estates in all Leased Real Property, in all cases free and clear of all Liens except for Permitted Liens. Neither the Company nor any of its Subsidiaries, and to the Knowledge of the Company, no other party, is in breach of or default under the terms of any Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other Lien encumbering the Real Property (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Lease, Operating Agreement or, except as would not reasonably be expected to have a Material Real Property Adverse Effect, other such Lien encumbering the Real Property except as set forth in Section 3.15(a)(iii) of the Company Disclosure Schedule. Each Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. (b) Section 3.15(b) of the Company Disclosure Schedule identifies each Lease accounted for by the Company or the applicable subsidiary as a capital lease. (c) Section 3.15(c) of the Company Disclosure Schedule identifies by street address or location each parcel of Real Property leased, subleased or otherwise licensed by the Company or any of its Subsidiaries (whether as landlord, sublandlord or licensor) to, or otherwise occupied by, any Franchisee or any other Person (collectively, the “Subleased Real Property”) pursuant to a Third Party Lease and also lists, with respect to each such Third Party Lease, the date of such Third Party Lease and any material amendments thereto. Neither the Company nor any of its Subsidiaries, and to the Knowledge of the Company, no other party, is in breach of or default under the terms of any Third Party Lease (or has taken or failed to take any action which, with notice, lapse of time, or both, would constitute a default) or has received any notice of default, termination or non-renewal under any Third Party Lease. Each Third Party Lease is a valid and binding obligation of the Company or one of its Subsidiaries, enforceable in accordance with its terms. Except for the Company, its Subsidiaries and the counterparties to the Third Party Leases and the rights of parties under Permitted Liens and Permitted Encumbrances or as set forth in Section 3.15(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any lease, sublease, license or other Contract granting any Person the right to use or occupy all or any portion of the Real Property. (d) A true and correct copy of each Material Lease and any related (i) notices or memoranda of lease, (ii) subordination, non-disturbance and attornment agreements, (iii) estoppel certificates and (iv) material correspondence related thereto and as of the date of this Agreement has been made available to Parent. (e) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, the consummation of the Transactions contemplated by this Agreement will not cause the expiration, termination or breach of any Permit, Operating Agreement, Lease or Third Party Lease or the acceleration of any payment obligation or the alteration of any material terms of, or result in the creation or imposition of any Lien (other than Permitted Liens) under, any Permit, Operating Agreement, Lease or Third Party Lease or require the prior consent or approval of or notice to any other party to any Permit, Operating Agreement, Lease or Third Party Lease. (f) Except as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Real Property Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: its Subsidiaries have good and marketable title to, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal properties and assets necessary to carry on their businesses as is now being conducted, free and clear of all Liens except for Permitted Liens. (ig) each Real Property Lease is in full force The restaurants, warehouses, stores, plants, production facilities, processing facilities, fixtures, trade fixtures and effect, and improvements owned or leased by the Company and any Subsidiary or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of otherwise used by the Company or any Subsidiary in connection with the operation of their businesses are (as to physical plant and structure) structurally sound, in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, in each case with such exceptions as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect. (h) Neither the Company nor a Subsidiary has given or received any written notice of default pursuant any pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of the Real Property, and, to any the Company’s Knowledge, no such Action is threatened. (i) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Lease; (iv) none Adverse Effect, all Permits necessary in connection with the construction upon, and present use and operation of, the Real Property and the lawful occupancy thereof in the business of the Company or any Company Subsidiary or, to and its Subsidiaries have been issued by the Knowledge appropriate Governmental Authorities. The current use of the Company, any other party to such Real Property Leaseis, is in breach or violation ofall material respects, in accordance with the certificates of occupancy relating thereto and the terms of any such Permits. Except as would not reasonably be expected to have, individually or in default underthe aggregate, such a Material Real Property LeaseAdverse Effect, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesis in violation of any Law relating to Real Property, including setback requirements and zoning restrictions and ordinances. (j) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Real Property Adverse Effect, each parcel of Material Real Property is supplied with utilities and other services necessary for the operation of such Material Real Property as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting such Material Real Property. Each parcel of Material Real Property abuts on, and has direct vehicular access to, a public road, or will owe has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Material Real Property, in each case, to the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none extent necessary for the conduct of the business of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofits Subsidiaries as it is currently being conducted.

Properties. (a) Section 4.15(a4.16(a) of the Company Disclosure Letter sets forth a true list of the common name and complete listaddress of all real property owned or leased, including ground leased, licensed or air rights leased, by the Company or any Company Subsidiary as lessee or sublessee, as of the date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). As of the date hereof, of all each of the real property Company Properties is owned in fee simple or leased by the Company or any Company Subsidiary indicated on Section 4.16(a) of the Company Subsidiaries (the “Company Owned Real Property”)Disclosure Letter. Except as set forth in respects thatSection 4.16(a) of the Company Disclosure Letter, there are no real properties that the Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) The Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Specified Properties, in each case, free and clear of Liens, except for Company Permitted Liens, none of which have had and could not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, either the “Company or the Company Subsidiaries: Permitted Liens” shall mean any (i) has good and valid fee simple title Liens relating to all any Indebtedness set forth on Section 4.16(b) of the Company Owned Real PropertyDisclosure Letter, free and clear of all Liens other than Permitted Liens; (ii) statutory or other Liens for Taxes or assessments which are not yet due and delinquent or the validity of which is being contested in sole good faith by appropriate proceedings and exclusive possession for which adequate reserves are being maintained in accordance with GAAP, (iii) Company Leases or ground leases or air rights affecting any Specified Property that are set forth in Section 4.16(b) of the Company Owned Real Property and there are no leasesDisclosure Letter, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options Liens imposed or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased promulgated by Company Law or any of Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually Title Insurance Policies made available by or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none on behalf of the Company or any Company Subsidiary has given to Parent prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or received leasehold interest of the applicable ground lessor, lessor or sublessor, (vi) any written notice cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of default pursuant business consistent with past practice that are related to obligations not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings, and (vii) any such Real other Liens, limitations, restrictions or title defects that do not materially impair the value of the Specified Property Lease; (ivor the continued use and operation of the Specified Property as currently used and operated. Section 4.16(b) none of the Company or any Disclosure Letter describes the material Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is Permitted Liens which are being contested in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created good faith by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofappropriate proceedings.

Properties. (a) Section 4.15(aThe Company or a Company Subsidiary (i) of the Company Disclosure Letter sets forth a true owns good and complete list, as of the date hereof, of all of the real property owned in marketable fee simple title or valid leasehold title (as applicable) to the material real properties owned by the Company or any Company Subsidiaries as of the Company Subsidiaries Agreement Date (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than (except for Permitted Liens; ), (ii) is has a valid leasehold interest in sole and exclusive possession of each leasehold or subleasehold estate held by the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Subsidiary as of the date hereofAgreement Date (collectively, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except ) free and clear of all Liens (except for Permitted Liens) pursuant to a lease, sublease, license or similar written agreement (“Real Property Lease”) and (iii) has good and marketable title, or valid and enforceable leasehold interests in, all of its tangible personal properties and assets reflected on the Company Financial Statements or acquired since the Company Balance Sheet Date in the ordinary course of business, free and clear of all Liens, except for (x) Permitted Liens, (y) property and assets that have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice and (z) in respects that, individually or in the aggregate, have not had and that would not reasonably be expected to have have, individually or in the aggregate a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i. Section 2.19(a) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Disclosure Schedules sets forth a list of all Company Real Property. This Section 2.19(a) does not relate to Intellectual Property under such Real Property Lease has not been disturbed and there Rights, privacy or data security matters, which are no disputes with respect to any such Real Property Lease; the subject of Section 2.15. (iiib) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither Neither the Company nor any Company Subsidiary oweshas received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Company Real Property, or will owe in (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect ability to any operate the Company Real Property Lease; (vii) none as currently operated. Neither the whole nor any material portion of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease has been damaged or any interest therein, destroyed by fire or other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofcasualty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either the Company or its Subsidiaries have good title to, or valid leasehold interests in, all Company Real Property, and all other property (other than Intellectual Property) and assets reflected on the Company Subsidiaries: (i) has good and valid fee simple title to all of Balance Sheet or acquired after the Company Owned Real PropertyBalance Sheet Date, free and clear of all Liens other than except Permitted Liens; (ii) is in sole and exclusive possession , except as have been disposed of since the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (Balance Sheet Date in the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right ordinary course of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertybusiness. (b) Section 4.15(b) The Company has disclosed in the Company Disclosure Letter sets forth SEC Documents a true and complete list, as of the date hereof, list of all of the material real property leased owned by the Company or any its Subsidiaries (collectively, the “Owned Real Property”) to the extent required under SEC rules and regulations. The Company or a Subsidiary of the Company has good and valid title to the Owned Real Property free and clear of all Liens, except Permitted Liens and any such exceptions that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any material portion thereof. (c) The Company has disclosed in the Company SEC Documents a list of all leased or subleased real property for which the annual rental value exceeds $5,000,000 pursuant to Company or a Real Property Lease Subsidiary of the Company is a tenant or subtenant (such real property, the “Company Leased Real Property” and, ”; together with the Company Owned Real Property, the “Company Real Property”)) to the extent required under SEC rules and regulations. Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, each lease or sublease or other occupancy agreement (together with respect to any material amendments, each, a “Material Real Property Lease”) under which the Company or any of its Subsidiaries leases, subleases, or otherwise uses or occupies any such Leased Real Property is valid and each Real Property Lease: (i) each Real Property Lease is in full force and effect, effect and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesof its Subsidiaries, or will owe in nor to the future based on arrangements currently in existence, any brokerage commissions or finderCompany’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted knowledge any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such party to a Material Real Property Lease, other than Permitted Liens; has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Real Property Lease, and (ix) none of neither the Company nor any of its Subsidiaries has received or given any notice in writing that it or a counterparty has breached, violated or defaulted under any Material Real Property Lease where such breach, violation or default remains uncured. Neither the Company Subsidiary nor any of its Subsidiaries has subleased, licensed subleased or otherwise granted any person Person the right to use or occupy any Company Leased Real Property. There is no condemnation proceeding pending or, to the best of the Company’s knowledge, threatened as to any material Company Real Property or nor any portion thereofmaterial casualty which has not been fully restored.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true All material real property and complete list, as of the date hereof, of all of the interests in real property owned in fee simple by the Company RH or any RH Subsidiary (individually, an “RH Owned Property”) are set forth on Section 4.10(a) of the Company Subsidiaries (the “Company Owned Real Property”)RH Disclosure Schedule. Except in respects thatas, individually or in the aggregate, have has not had and would not reasonably be expected likely to have a Company an RH Material Adverse Effect, either the Company with respect to each RH Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and other similar restrictions, (C) Liens that have been placed by any developer, landlord or the Company Subsidiariesother third person on property over which RH or one of its Subsidiaries has easement rights or on any leased property and subordination or similar agreement relating thereto, and (D) discrepancies, conflicts in boundary lines, shortages in area, encroachments, or any other non monetary Liens of a minor nature: (i) RH or an RH Subsidiary has good and valid marketable fee simple title to all of the Company RH Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal in favor of any other party to purchase any of RH Owned Property or any portion thereof or interest therein, (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of RH Owned Properties, and (iv) to RH’s knowledge, there are no physical conditions or defects at any of RH Owned Properties which materially impair or would be reasonably likely to materially impair the Company continued operation and conduct of the business of RH and its Subsidiaries, taken as a whole. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any RH Owned Real PropertyProperty are set forth in Section 4.10(a) of the RH Disclosure Schedule. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true All material real property and complete list, as of the date hereof, of all of the interests in real property leased by Company RH or any RH Subsidiary and any prime or underlying leases related thereto (individually, an “RH Leased Property”; RH Owned Property and RH Leased Property being sometimes referred to herein collectively as “RH Property”) are set forth on Section 4.10(b) of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)RH Disclosure Schedule. Except in respects thatas, individually or in the aggregate, have has not had and would not reasonably be expected likely to have a Company an RH Material Adverse Effect, with RH or an RH Subsidiary has good and valid leasehold title to all RH Leased Property, subject only to Permitted Liens and matters described in clauses (B), (C) and (D) of Section 4.10(a). Prior to the date hereof, a true, correct and complete copy of each lease for RH Leased Property listed in Section 4.10(b) of the RH Disclosure Schedule has been made available to Battery. With respect to the Company each lease for RH Leased Real Property and each (individually, an “RH Real Property Lease: ”), (i) each Real Property Lease lease is valid, binding and in full force and effecteffect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and the Company remedies of creditors generally and subject to general principles of equity (regardless of whether considered in a proceeding in equity or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; at Law), (ii) the possession and quiet use and enjoyment neither RH nor any of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge knowledge of the CompanyRH, any other party to such RH Real Property Lease, Lease is in breach or violation of, or in default under, under such Real Property Leaselease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiarythereunder, nor, to the Knowledge of the Company, on the part of the other party thereto; and (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viiii) neither the Company RH nor any Company Subsidiary owesof its Subsidiaries is currently subleasing, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed licensing or otherwise granted granting any person Person the right to use or occupy any Company such RH Leased Real Property or any portion thereof, except in each case of clauses (i) through (iii) as has not had and would not reasonably be likely to have, individually or in the aggregate, an RH Material Adverse Effect. (c) As of the date hereof, neither RH nor any of its consolidated Subsidiaries has received notice of any pending, and to the knowledge of RH, there are no threatened, condemnation proceedings with respect to any RH Property.

Properties. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business. (b) Section 4.15(a4.14(b) of the Company Disclosure Letter Schedule sets forth a true true, correct and complete list, as of the date hereof, (in all material respects) list of all of the real property and interests in real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”)its Subsidiaries. Except in respects thatas had not had, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect, either the Company and its Subsidiaries have good, valid and marketable title, in fee or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Propertyleasehold, easement or other rights, in each case, free and clear of all Liens other than Permitted Liens; , to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and its Subsidiaries to conduct their business as currently conducted. (iic) is in sole and exclusive possession Section 4.14(c) of the Company Owned Real Property Disclosure Schedule sets forth a true, correct and there are no complete (in all material respects) list as of the date of this Agreement of all leases, licenses, subleases and occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant of real property to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company its Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to is a Real Property Lease party (the each, a “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real PropertyLease”). Except in respects thatas has not had, and would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, effect and no event has occurred or circumstance exists whichthat, with the delivery of notice, the passage lapse of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of material default by the Company or any Company Subsidiary, norof its Subsidiaries or, to the Knowledge of the Company’s Knowledge, on the part of the any other party thereto; under any Lease and (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viii) neither the Company nor any Company Subsidiary owesof its Subsidiaries, or will owe in nor to the future based on arrangements currently in existence, any brokerage commissions or finderCompany’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted Knowledge any other security interest party to a Lease, is in such Real Property violation of any provision of any Lease or is in default under any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Spartan Stores Material Adverse Effect, either the Company or the Company Subsidiaries: (i) Spartan Stores and each Spartan Stores Subsidiary has good and valid fee simple title to to, or valid leasehold interests in, all of their respective personal and real properties and assets as used in their respective businesses as presently conducted, and all such personal and real properties and assets, other than personal and real properties and assets in which Spartan Stores or any of the Company Owned Real PropertySpartan Stores Subsidiaries has leasehold interests, are free and clear of all Liens other than Liens, except for Permitted Liens; (ii) is in sole . Spartan Stores and exclusive possession each of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) Spartan Stores Subsidiaries has sufficient right of ingress and egress to the Company Owned Real Property complied in all material respects with the terms of all leases to which it is a party. All material leases to which Spartan Stores or any Spartan Stores Subsidiary is a party and enjoys peaceful under which it is in possession of any personal or real property are valid and quiet binding contracts and are in full force and effect and neither Spartan Stores nor any Spartan Stores Subsidiary has received any written notice alleging violation, breach, or default of such lease. Spartan Stores and each Spartan Stores Subsidiary is in possession thereof; of the properties or assets purported to be leased under all its material leases. The tangible personal and (iv) there real property and assets of Spartan Stores and the Spartan Stores Subsidiaries are no outstanding options or rights in good operating condition and repair, reasonable wear and tear excepted and subject to maintenance and repair in the ordinary course of first offer or refusal business, and are adequate for the uses to purchase the Company Owned Real Propertywhich they are being put. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the With respect to real property leased owned by Company Spartan Stores or any Spartan Stores Subsidiary, none of Spartan Stores nor any Spartan Stores Subsidiary (i) has received written notice of any pending, and to the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease Knowledge of Spartan Stores there is no threatened, condemnation proceeding against any of such real property or (the “Company Leased Real Property” andii) has received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, except as have not had had, and would not reasonably be expected to have have, a Company Spartan Stores Material Adverse Effect, with . (c) With respect to the Company Leased Real Property and each Real Property Lease: real property leased, subleased or licensed by Spartan Stores or any Spartan Stores Subsidiary, none of Spartan Stores nor any Spartan Stores Subsidiary (i) each Real Property Lease is has received any written notice alleging a violation, breach or default under any lease of such real property, except for matters being contested in full force good faith for which adequate accruals or reserves have been established on the books and effect, and the Company records of Spartan Stores or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment as of the Company Leased Real Property under such Real Property Lease date of this Agreement, (A) has not been disturbed received written notice of any pending, and to the Knowledge of Spartan Stores there are is no disputes threatened, condemnation proceeding with respect to any of such Real Property Lease; real property or (iiiB) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to from any Governmental Entity that such Real Property Lease; (iv) none of the Company or real property is not in compliance with any Company Subsidiary orapplicable Law, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Leaseexcept as have not had, and no event has occurred or circumstance exists whichwould not reasonably be expected to have, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSpartan Stores Material Adverse Effect.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.15(a) 4.21 of the Company Disclosure Letter Schedule sets forth a true complete and complete list, as of the date hereof, accurate list of all of the real property owned in fee simple leased, subleased or licensed by the Company or any of the Company its Subsidiaries (the “Company Owned Leased Real Property”). Except The Company has made available to Parent true, correct and complete copies of all Contracts under which the Leased Real Property is currently leased, licensed or subleased (collectively, the “Leases”). Each Lease is in respects thatfull force and effect, valid and binding, and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), except for such failures to be in full force or effect or valid, binding and enforceable that would not reasonably be expected individually or in the aggregateaggregate to have a Company Material Adverse Effect. There is not any existing material breach, default or event of default (or event which with notice or lapse of time or both, would constitute a default) by the Company or its Subsidiaries or, to the knowledge of the Company, any Third Party under any of the Leases. No parties other than the Company or any of its Subsidiaries have not had a right to occupy any material Leased Real Property. The Leased Real Property is used only for the operation of the business of the Company and its Subsidiaries. (b) The Company and its Subsidiaries have legal and valid title to, or, in the case of leased properties, a valid and enforceable leasehold interest in, all of the tangible personal properties and assets used or held for use by the Company and its Subsidiaries in connection with the conduct of the business of the Company and its Subsidiaries, including all the tangible personal properties and assets reflected in the Company Balance Sheet, except for such imperfections of title, if any, which would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good . All such tangible personal properties and valid fee simple title to all of the Company Owned Real Property, assets are free and clear of all Liens, except for Permitted Liens other than Permitted or for such Liens; (ii) is in sole and exclusive possession , if any, which do not materially impair the continued use of the Company Owned Real Property and there are no leases, licenses, occupancy agreements properties or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options assets subject thereto or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation ofaffected thereby, or in default under, otherwise materially impair business operations at such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofproperties.

Properties. (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Section 4.15(a3.18(b) of the Company Disclosure Letter Schedules sets forth a true true, correct, and complete listlist of all properties leased, subleased, licensed, sublicensed or occupied by the Company or a Company Subsidiary as of the date hereofAgreement Date (collectively, of the “Leased Real Property”) and the Real Property Leases in connection therewith. The Company or a Company Subsidiary has a valid leasehold interest in all of the Leased Real Property, free and clear of all Liens (except for Permitted Liens), each Real Property Lease is valid and binding on the Company or a Company Subsidiary and, to the Company’s Knowledge, each counterparty thereto, and is full force and effect, and neither the Company nor any Company Subsidiary is in material breach of or default under any Real Property Lease, nor, to the Company’s Knowledge, is any other party to such Real Property Lease. (c) Neither the Company nor any Company Subsidiary has leased, subleased, licensed, sublicensed, transferred or mortgaged any portion of any Leased Real Property to any Person. (d) Neither the Company nor any Company Subsidiary has received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated. The Leased Real Property constitutes all interests in real property owned of the Company and the Company Subsidiaries. The Company has delivered or made available to Parent true, correct and complete copies of all Real Property Leases. Neither the Company nor any Company Subsidiaries has received any written notice of violations (that remain unresolved) with respect to the condition, operation, occupancy or use of the Leased Real Property. To the Company’s Knowledge, all buildings, structures, improvements, fixtures and building systems located in fee simple or on the Leased Real Property are in reasonable operating condition in all material respects subject to ordinary wear and tear, maintenance and repair, and are adequate for their current uses. (e) The Company and each of the Company Subsidiaries are in possession of and have good and marketable title to, or valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other personal property and assets owned, leased, or used by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company its Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of With respect to the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in as of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectdate of this Agreement, either the Company or a Subsidiary of the Company Subsidiaries: (i) has good and valid fee simple title to all of the such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as As of the date hereofof this Agreement, of all either the Company or a Subsidiary of the real property leased by Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant right to use or occupy any real property (such property subject to a Real Property Lease (lease, sublease or other agreement, the “Company Leased Real Property,” andand such leases, together with the Company Owned Real Propertysubleases and other agreements are, collectively, the “Company Real PropertyProperty Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Except in respects thatSection 3.15(b) of the Company Letter sets forth a true, individually or in the aggregate, have not had complete and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the correct list of all material Company Leased Real Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Real Property as set forth in Section 3.15(b) of the Company Letter has been made available to Parent and Buyer or publicly filed with the SEC prior to the date of this Agreement. Each Company Real Property Lease is, as of the date of this Agreement, a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Real Property Lease: (i) each Company Real Property Lease is in full force and effect, and . Neither the Company or a Company nor its applicable Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge knowledge of the Company, any other party to such thereto, is, as of the date of this Agreement, in breach or default under any Company Real Property Lease. To the knowledge of the Company, is in breach or violation ofas of the date of this Agreement, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery giving of notice, the passage of time time, or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under any such Company Real Property Lease which has not been re-deposited in full; Lease. (vic) neither Neither the Company nor any of its Subsidiaries has, from December 31, 2014 to the date of this Agreement, received notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is, as of the date of this Agreement, no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none its Subsidiaries of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Owned Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofProperty.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets Except as set forth a true and complete list, on Schedule 4.17 or as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Acquired Company or the Company Subsidiaries: (i) has good, valid and marketable title to all Owned Real Property, has good and valid fee simple leasehold title to or holds valid rights to lease or otherwise use, occupy, operate or access all of Leased Real Property and has good and marketable easement interests in the Company Owned Real PropertyEasements and all improvements thereon (to the extent held by the Acquired Company), in each case, free and clear of all Liens other than Liens, except Permitted Liens; (ii) is in sole and exclusive possession of . The Easements, together with the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Leased Real Property, other constitute all material real property and interests in real property that are used in or otherwise required for the operation of the business of the Acquired Company as currently conducted. Other than Permitted Liens; (iii) , the Acquired Company has sufficient right not entered into any material leases, subleases or licenses permitting another party to use or occupy any portion of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and. There is no pending or, together with the Company Owned to Seller’s Knowledge, threatened condemnation, eminent domain or administrative actions affecting any Easements, Leased Real Property, the “Company Owned Real Property”). Except Property or any portion thereof, except in respects that, individually or in the aggregate, have not had and each case as would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth on Schedule 4.17 or as would not reasonably be expected to have a Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease and each Easement is valid, binding and in full force and effecteffect on the Acquired Company, and, to Seller’s Knowledge, on any other named party to such Lease or Easement, and is enforceable by the Acquired Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; in accordance with its terms, except as enforceability may be limited by the Remedy Exceptions, (ii) the possession Acquired Company has performed, in all material respects, the obligations required to be performed by it under each Lease and quiet use under each Easement and enjoyment is not in material default under or material breach or violation of the Company Leased Real Property under such Real Property any Lease has not been disturbed or any Easement, and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orSeller’s Knowledge, to the Knowledge of the Company, any other party to such Real Property Lease, there is in breach or no material violation of, or in material default or breach by any other third party under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinEasement. (c) Except as would not reasonably be expected to have a Material Adverse Effect, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none all of the tangible assets of the Acquired Company or any Company Subsidiary has subleasedand all of the tangible Transferred Assets are in all material respects in good repair, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofworking order and operating condition, consistent with normal industry standards, ordinary wear and tear excepted.

Properties. (a) The Company or one of its Subsidiaries has valid and insurable record title to each parcel of real property owned by the Company or any of its Subsidiaries and all buildings and other improvements thereon (collectively, the “Company Fee Property”), free and clear of all Liens, other than Permitted Liens. Section 4.15(a3.18(a) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any list of the Company Subsidiaries (Fee Property, including the “location and owner thereof. The Company Owned Real Property”). Except in respects thatFee Property is not subject to any written or verbal leases or occupancy Contracts, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either nor is the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Fee Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant interest therein subject to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase or lease. To the Company’s knowledge, there is no pending or threatened condemnation or eminent domain proceeding with respect to the Company Owned Real Fee Property. (b) The Company or one of its Subsidiaries has a good and valid leasehold interest in all real property leased, or (with the exception of Company Fee Property) otherwise occupied or permitted to be occupied, by the Company or any of its Subsidiaries, whether as sublessor, tenant, subtenant or otherwise (the “Company Leased Property” and the lease, sublease or other occupancy Contract, the “Real Property Leases”). Section 4.15(b3.18(b) of the Company Disclosure Letter sets forth a true true, correct and complete list, as list of all Company Leased Property and the location of the date hereofpremises. Neither the Company nor any of its Subsidiaries has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the leasehold or subleasehold of any Company Leased Property. (c) The Company or one of its Subsidiaries owns or leases all of the real material personal property owned or leased by the Company or any of its Subsidiaries reflected on the most recent balance sheet included in the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” andSEC Documents, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had free and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment clear of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinall Liens, other than Permitted Liens; (viii) there are no Liens on , except to the estate extent disposed of in the Ordinary Course of Business since the date of such balance sheet. Each of the Company and its Subsidiaries has good and valid title to, or interest created in the case of leased properties and assets, valid leasehold interests or other comparable contractual rights in, all material tangible personal properties necessary for the conduct of their respective businesses in all material respects in the manner currently conducted and contemplated to be conducted in the future by such Real Property Leasethe Company and its Subsidiaries, free and clear of all Liens, other than Permitted Liens; and . (ixd) none No representation is made under this Section 3.18 with respect to any intellectual property or intellectual property rights, which are exclusively the subject of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSection 3.19.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, (i) a list of all of the material real property properties (by name and location) owned in fee simple by the Company or any of the Company Subsidiaries SpinCo Entity (the “Company Owned Real Property”) and (ii) a list of the material leases, subleases or other material occupancies to which the Company or any SpinCo Entity is a party as tenant for real property (the “Real Property Leases”). . (b) Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either with respect to each Owned Real Property, (i) the Company or the Company Subsidiaries: (i) a SpinCo Entity has good and valid fee simple marketable title to all of the Company such Owned Real Property, free and clear of all Liens (other than Permitted Liens; ), (ii) is in sole and exclusive possession there are no (A) unexpired options to purchase agreements, rights of the Company first refusal or first offer or any other rights to purchase or otherwise acquire such Owned Real Property and there are no leases, licenses, occupancy agreements or any portion thereof or a direct or indirect interest therein or (B) other similar arrangement (the “Real Property Leases”) pursuant outstanding rights or agreements to which enter into any third party is granted the right Contract for sale, ground lease or letter of intent to use any Company sell or ground lease such Owned Real Property, which, in each case, is in favor of any party other than Permitted Liens; the Company or any SpinCo Entity, (iii) has sufficient right policies of ingress and egress to title insurance have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; or any SpinCo Entity and (iv) there are no outstanding options existing, pending, or rights to the Knowledge of first offer the Company, threatened condemnation, eminent domain or refusal to purchase the Company similar proceedings affecting such Owned Real Property. (bc) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to (i) the Company Leased Real Property and or any SpinCo Entity has valid leasehold title to each real property subject to a Real Property Lease: , sufficient to allow each of the Company and the SpinCo Entities to conduct their business as currently conducted, (iii) each Real Property Lease under which the Company or any SpinCo Entity leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of neither the Company or nor any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary SpinCo Entity or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation Lease has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute such a breach, violation or default, or permit default under the termination, modification or acceleration provisions of rent under such Real Property Lease on Lease. (d) Except as would not reasonably be expected to have, individually or in the part aggregate, a Company Material Adverse Effect, each of the Company or any Company Subsidiaryand each SpinCo Entity, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach all of its properties, assets and other rights that do not constitute real property or default under Intellectual Property (i) has valid title to all such Real Property Lease which has not been re-deposited properties, assets and other rights reflected in full; its books and records as owned by it free and clear of all Liens (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; ) and (viiiii) there are no Liens on the estate owns, has valid leasehold interests in or interest created by valid contractual rights to use all of such Real Property Leaseproperties, assets and other than rights (in each case except for Permitted Liens; and ). (ixe) none Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each material item of tangible personal property owned, leased or licensed by the Company or any Company Subsidiary has subleasedand the SpinCo Entities is adequate for its present and intended use and operation and is in good operating condition, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofordinary wear and tear excepted.

Properties. (a) Section 4.15(aSubject to the immediately succeeding sentence, Part 4.6(a) of the Company Parent Disclosure Letter sets forth a true and complete list, Schedule lists the common street address for all real property owned by the Parent Companies in fee as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries hereof (the “Company Parent Owned Real Property”)) and sets forth the Subsidiary owning such Parent Owned Real Property. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has Parent Companies have good and valid fee simple title to all Parent Owned Real Property, in each case free and clear of all Liens except for Parent Permitted Liens. (b) Subject to the immediately succeeding sentence, Part 4.6(b) of the Parent Disclosure Schedule lists the common street address for all real property in which a Parent Company Owned holds a ground lease interest in any real property (the “Parent Ground Leased Real Property”), each ground lease (or ground sublease) with a Third Party pursuant to which any Parent Company is a lessee (or sublessee) as of the date hereof, including each amendment or guaranty related thereto (individually, a “Parent Ground Lease” and collectively, “Parent Ground Leases”) and the applicable Parent Company holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies hold a good and valid leasehold interest in the Parent Ground Leased Real Property free and clear of all Liens except for Parent Permitted Liens. Accurate and complete copies of the Parent Ground Leases have been made available to the Company. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, to the Knowledge of Parent, as of the date hereof, none of the Parent Companies has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Parent Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Parent Real Property, free and clear of all Liens other than Parent Permitted Liens; . (iid) Except as set forth in Parent Management Agreement Documents, no Parent Company is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or a party to any other similar arrangement (the “Real Property Leases”) material agreement pursuant to which any third party is granted the right to use any Company Owned Real Property, a Person other than Permitted Liens; (iii) has sufficient right a Parent Company manages or manages the development of ingress and egress to any of the Company Owned Parent Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options that is not terminable without cost or rights of first offer or refusal to purchase penalty by the Company Owned Real PropertyParent Companies within 30 days. (be) Section 4.15(bExcept as set forth on Part 4.6(e) of the Company Parent Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the (i) no Parent Company has exercised any Parent Transfer Right with respect to any real property leased by Company or any Person in an amount in excess of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that1,000,000, individually or in the aggregate, have which transaction has not had yet been consummated and (ii) no Third Party has exercised in writing any Parent Transfer Right with respect to any Parent Subsidiary or Parent Real Property, which transaction has not yet been consummated. (f) Part 4.6(f) of the Parent Disclosure Schedule lists each real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned or otherwise disposed of by any Parent Company since January 1, 2014, except for easements or similar interests. Other than as set forth in Part 4.6(f) of the Parent Disclosure Schedule, to the Knowledge of Parent, as of the date hereof, no Parent Company has received any written notice of any outstanding claims under any Parent Prior Sale Agreements which would not reasonably be expected to result in liability to any Parent Company in an amount, in the aggregate, in excess of $500,000. To the Parent’s Knowledge, none of the Parent Companies has received any written notice of any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Parent Real Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, (i) a true, complete and correct list of all real properties owned by the Company or its Subsidiaries that are material to the business of the Company or its Subsidiaries, taken as a whole (the “Owned Real Property”), (ii) a true, complete and correct list of all leases, subleases, licenses, sublicenses or other occupancies (other than Harvesting Rights and Water Rights) to which the Company or any of its Subsidiaries is a party as tenant or licensee for real property, including all amendments, modifications or supplements thereto and guarantees thereof, in each case that are material to the business of the Company and its Subsidiaries, taken as a whole (collectively, the “Real Property Leases”) and (iii) a list of all real property owned in fee simple leased or licensed by the Company or any of its Subsidiaries as lessors that are material to the business of the Company Subsidiaries and its Subsidiaries, taken as a whole (collectively, the “Company Owned Leased Real PropertyProperties”). The Company has made available to Parent and Merger Sub true, correct and complete copies of all Real Property Leases. (b) Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, either (i) the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple marketable title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; , (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivii) there are no outstanding options existing, pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or rights of first offer or refusal to purchase similar proceedings affecting any Owned Real Property and (iii) except for Permitted Liens, neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or deeded in trust any interest in any of the Owned Real PropertyProperties. (bc) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to (i) the Company Leased Real Property or one of its Subsidiaries has good and valid leasehold or subleasehold (as applicable) title under each Real Property Lease: , sufficient to allow each of the Company and its Subsidiaries to conduct its business as currently conducted, free and clear of all Liens, other than Permitted Liens, (iii) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of neither the Company or nor any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation Lease has violated any provision of, or in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under, under the provisions of such Real Property Lease, Lease and no event has occurred or circumstance exists is reasonably expected to occur which, with the delivery of or without notice, the passage lapse of time or both, would constitute a default under the provisions of such Real Property Lease, (iv) to the Knowledge of the Company, as of the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any other party to a breachReal Property Lease that such other party intends to terminate, violation or defaultnot renew, or permit renegotiate in any material respect the termination, modification or acceleration terms of rent under any such Real Property Lease on (except in accordance with the part terms thereof) and (v) either the Company or one of its Subsidiaries is in possession of each real property subject to a Real Property Lease and has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy any such real property subject to a Real Property Lease or any portion thereof. (d) The Owned Real Property and real property demised under each Real Property Lease encompasses all of the material real property required to conduct the business of the Company or any of its Subsidiaries after the Closing Date as it is presently conducted (for the avoidance of doubt, excluding any Harvesting Rights or Water Rights). (e) To the Knowledge of the Company, (i) there are no pending or threatened Proceedings against the Company Subsidiaryor any of its Subsidiaries related to the presence of wildlife which inhabit areas of the Timberlands that are protected pursuant to the Endangered Species Act (U.S.), northe Endangered Species Act (Ontario), the Species at Risk Act (Canada) or comparable state, provincial, local or municipal Laws related to the protection of endangered species. (f) To the Knowledge of the Company, since May 1, 2019, there has been no material loss of timber from the Timberlands due to any casualty, insect infestation or other causes beyond the control of the Company or its Subsidiaries, other than such loss that would not have a Company Material Adverse Effect. (g) Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, on there are no unresolved disputes between the part Company (or any Subsidiary of the other Company) and any third party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect access to or use of a breach or default under such Real Property Lease which has not been re-deposited in full; the Timberlands. (vih) neither To the Knowledge of the Company, no Person other than the Company nor any Company or a Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company (or any Company Subsidiary contractors harvesting on their behalf) has collaterally assigned asserted or granted any other security interest alleged, in such Real Property Lease or any interest thereinwriting, other than Permitted Liens; (viii) there are no Liens the right to harvest timber on the estate or interest created Timberlands, except pursuant to Contracts entered into by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person its Subsidiaries in the right to use or occupy any Company Leased Real Property or any portion thereofordinary course of business and in a manner not inconsistent with its harvesting plan.

Properties. (a) Section 4.15(a3.18(a)(i) of the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property owned in fee simple as of August 31, 2015 by the Company or any Company Subsidiary other than any Company Corporate Office (all such real property, together with all right, title and interest of Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, in each case whether or not set forth in Section 3.18(a)(i) of the Company Subsidiaries (Disclosure Letter, as updated in accordance herewith, are individually referred to herein as a “Company Owned Property” and collectively referred to herein as the “Company Owned Real PropertyProperties”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (iSection 3.18(a)(ii) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property (and noting whether such real property is) leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by Company or any Company Subsidiary as of the August 31, 2015 other than any Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant Corporate Office all such real property interests, together with all right, title and interest of Company and any Company Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, are individually referred to herein as a Real Property Lease (“Company Leased Property” and collectively referred to herein as the “Company Leased Real Properties.” All Company Owned Property” and, together with all Company Leased Property, may hereinafter be referred to individually or collectively as a “Company Property” and the Company Owned Real PropertyProperties and the Company Leased Properties may be referred to individually or collectively, as the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to Properties.” Section 3.18(a)(iii) of the Company Leased Real Property and Disclosure Letter sets forth a list of the address of each Real Property Lease: (i) each Real Property Lease real property which, as of August 31, 2015, is in full force and effect, and the under contract by Company or a Company Subsidiary holds for purchase or which is required under a binding contract to be leased or subleased or licensed by Company or a Company Subsidiary. Neither Company nor any Company Subsidiary is (A) obligated to dispose of any material Company Property or (B) bound by any unexpired option to purchase, right of first refusal or first offer, right of reversion or any other right to purchase, ground lease or otherwise acquire any Company Property. (b) Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and existing leasehold interest under each Real Property Lease; clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens set forth in Section 3.18(b)(i) of the Company Disclosure Letter securing any Indebtedness, (ii) Liens for Taxes or assessments that are not delinquent or the possession validity of which is being contested in good faith by appropriate proceedings and quiet use and enjoyment of for which there are adequate reserves on the Company Leased Real Property under Financial Statements (if such Real Property Lease has not been disturbed reserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and there are no disputes with respect to any such Real Property Lease; in compliance with, the procedures set forth in the applicable Company Leases and/or Company Residential Leases, (iii) none of the Liens arising under any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Company Leases and/or Company Residential Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, in each case (A) that are not violated by any current use, occupancy or activity conducted by Company or any Company Subsidiary has given or received permitted by any written notice Company Lease and/or Company Residential Lease, or (B) with respect to which Company or a Company Subsidiary is working in good faith to cure the underlying condition giving rise to such Lien or is disputing or contesting such Lien in good faith, (vi) Liens that are disclosed on any title insurance policies with respect to each Company Owned Property or surveys made available by or on behalf of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to Parent prior to the Knowledge of the Companydate hereof, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in Financial Statements (if such Real Property Lease or any interest thereinreserves are required pursuant to GAAP), other than Permitted Liens; (viii) there are no Liens on the estate which will be released or interest created by such Real Property Leaseinsured over before Closing, other than Permitted Liens; and (ix) none Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Company Property, in each case covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the applicable Company Property as currently used and operated, (xiii) Liens imposed by any homeowner’s association, including in connection with unpaid assessments or fines, or uncured violations of any Company Subsidiary has subleased, licensed or otherwise granted applicable homeowner’s association covenants and (xiv) any person the right to use or occupy any Company Leased Real Property or any portion thereofother Lien approved in writing by Parent.

Properties. (a) The Company Entities have good title to, or in the case of leased property have valid leasehold interests in, all personal property (tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date except for properties sold since the Balance Sheet Date in the Ordinary Course or where the failure to have such good title or valid leasehold interests would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole. (b) Section 4.15(a4.17(b) of the Company Disclosure Letter sets forth a true and complete listSchedule lists, as of the date hereof, of all of the material real property owned in fee simple by the any Company Entity (together with all improvements and fixtures presently or any of the Company Subsidiaries (hereafter located thereon or attached or appurtenant thereto, the “Company Owned Real Property”). Except in respects thatNo Company Entity owns any material real property other than the Owned Real Property. Sellers have provided true, individually correct and complete copies of each deed and other instrument (as recorded or registered in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either applicable local land records) by which the Company Entities acquired each parcel of Owned Real Property and true, correct and complete copies of each title insurance policy, commitment, opinion, abstract or survey in the possession of the Company SubsidiariesEntities with respect thereto. With respect to each parcel of Owned Real Property: (i) a Company Entity has good and valid indefeasible fee simple title to all of the Company Owned Real Propertythereto, free and clear of all Liens Liens, other than Permitted Liens; (ii) is in sole and exclusive possession of the no Company Owned Real Property and there are no leases, licenses, occupancy agreements Entity has leased or otherwise granted to any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted Person the right to use or occupy such Owned Real Property or any portion thereof and to the knowledge of Sellers, there is no Person other than a Company Entity in possession of such Owned Real Property; (iii) there are no unrecorded outstanding options, rights of first offer, rights of first refusal, or other contractual rights to purchase, acquire, sell, assign, or dispose of such Owned Real Property or any portion thereof or interest therein; (iv) there are no ongoing construction projects or alterations affecting such Owned Real Property with an aggregate value of $10 million or more being performed by, or on behalf of, any Company Entity; and (v) no Company Entity has collaterally assigned or granted any other security interest in such Owned Real Property or any portion thereof or interest therein (other than Permitted Liens). (c) Section 4.17(c) of the Company Disclosure Schedule sets forth, as of the date hereof, the address of each parcel of real property currently leased, subleased, licensed or otherwise occupied by any Company Entity (the “Leased Real Property”). With respect to each parcel of Leased Real Property: (i) a Company Entity holds a good, valid and subsisting leasehold, subleasehold or license interest thereto pursuant to the underlying Real Property Lease, free and clear of all Liens, other than Permitted Liens; (iiiii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) knowledge of Sellers, there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, material disputes with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each such underlying Real Property Lease; (iiiii) no Company Entity has assigned, subleased, licensed or transferred any interest in such Leased Real Property or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and to the knowledge of Sellers, there is no Person in possession of such Leased Real Property other than the Company Entity party to the Real Property Lease and the applicable Company Entity’s possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed disturbed; and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the no Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary Entity owes, or nor will owe in the future based on arrangements currently in existencefuture, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease. Since January 1, 2020, no Company Entity or, to the knowledge of Sellers, any other than Permitted Liens; and (ix) none party is, or is alleged to be, in material default or breach, under any of the Real Property Leases, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole. (d) The Real Property comprises all of the material real property used by the Company Entities in the operation of their respective businesses as currently conducted, and includes all of the material appurtenances and beneficial easements that are necessary and sufficient for the operation of such businesses as currently conducted. (e) No material portion of the Real Property has been damaged or destroyed by fire or other casualty that has not been restored and the costs therefor fully paid, except as would not, individually or in the aggregate, be material to the Company Entities, taken as a whole. (f) Since January 1, 2020, no Seller or Company Entity has received written or, to the knowledge of Sellers, oral, notice of, and there is no pending or, to the knowledge of Sellers, threatened, condemnation, eminent domain, taking, or similar legal proceeding relating to any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof. To the knowledge of Sellers, the use and operation of the Real Property in the conduct of the Company Entities’ businesses as currently conducted do not violate, in any material respect, any Applicable Law or any Lien affecting any Real Property.

Properties. (a) Section 4.15(aExcept as set forth on Schedule 3.11(a), each of Company and its Subsidiaries has good, valid and marketable title to, or in the case of Leased Real Property, valid leasehold interests in, the Owned Real Property and the Leased Real Property free and clear of all Liens, except for Permitted Liens. (b) of the Company Disclosure Letter sets forth Schedule 3.11(b) contains a true and complete listlist of all real property owned by Company or any Subsidiary (collectively, the "Owned Real Property") and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. Copies of title reports or policies obtained by Company with respect to each of the Owned Real Property have previously been made available to Parent to the extent that such reports and policies are in Company's possession and control, as of the date hereof, applicable. (c) Schedule 3.11(c) contains a true and complete list of all of the real property owned in fee simple by the leases, subleases, and other agreements under which Company or any of its Subsidiaries uses or occupies or has the Company Subsidiaries right to use or occupy any real property (the “Company Owned "Real Property Leases" and the real property leased thereunder, the "Leased Real Property”"), including the correct street address of each such real property. Except Company has made available to Parent copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto in respects Company's possession or control). (d) Each Real Property Lease is a valid and binding obligation of Company or a Subsidiary and is in full force and effect. There is no default under any Real Property Lease either by Company or the Subsidiaries party thereto or, to Company's Knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the . All rent and other sums and charges payable by Company or the any of its Subsidiaries, as applicable, as tenant thereunder, are paid or reserved for and no termination event or condition (other than expiration of such Real Property Lease by its terms on its scheduled termination date, rather than an accelerated termination date) exists under any Real Property Lease. (e) There does not exist any pending or, to Company's Knowledge, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Real Property Lease, and neither Company Subsidiaries: (i) nor any Subsidiary has good and valid fee simple title to all received any written notice of the Company intention of any Governmental Entity or other Person to take or use any Owned Real Property or Real Property Lease. Except as set forth on Schedule 3.11(e), Company has not received any written notice of any material violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, free . Company has obtained all material permits necessary for the present operation and clear use of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession each parcel of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Leased Real Property. (bf) Section 4.15(b) the Company Disclosure Letter sets Except as set forth a true and complete liston Schedule 3.11(f), as none of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Owned Real Property Lease (or the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effectsubject to any lease, and sublease, license or other agreement granting to any other Person any right to the Company use, occupancy or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company real property or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets forth a true lists the common name and complete list, as of the date hereof, of street address for all of the real property owned in fee simple by the Company or any Subsidiary of the Company Subsidiaries as of the date hereof (the “Company Owned Real Property”)) and the applicable Subsidiary of the Company that owns each such real property. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or a subsidiary of the Company Subsidiaries: (i) has good and valid marketable fee simple title to all Company Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Section 3.13(b)(i) of the Company Owned Disclosure Letter lists the common name and street address for all real property in which the Company or any Subsidiary of the Company holds as a lessee or sublessee a ground leasehold or ground sublease interest (the “Ground Leased Real Property”) and the Company or the applicable Subsidiary of the Company which holds each such interest. Section 3.13(b)(ii) of the Company Disclosure Letter lists Material Company Leases (and together with the Ground Leases and Material Space Leases, collectively, the “Company Real Property Leases”) as of the date hereof (including the applicable Company Real Property that such Material Company Lease relates to). Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Real Property Lease is valid, binding and in full force and (ii) no uncured default of a material nature on the part of the Company or, as applicable, any of the Company Subsidiaries or, to the Knowledge of the Company, the landlord thereunder exists under any Company Real Property Lease. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary holds a valid leasehold or subleasehold interest in each Ground Leased Real Property free and clear of all Liens except for Permitted Liens. True and correct copies of the Company Real Property Leases have been made available to Parent. (c) As of the date of this Agreement, except as indicated on Section 3.13(c)(i) of the Company Disclosure Letter, there is no Company Real Property under contract to be sold, disposed of or otherwise transferred, directly or indirectly, including pursuant to a ground lease or the sale, transfer or disposition of all or any portion of the equity interests in any Company Subsidiary (“Pending Sale Properties”). As of the date hereof, except as indicated on Section 3.13(c)(ii) of the Company Disclosure Letter, (A) neither the Company nor any Company Subsidiary has exercised any buy/sell, put option, call option, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer or right of first refusal, pursuant to the terms of which the Company or any Subsidiary of the Company could be required to purchase or sell any Company Real Property (each, a “Transfer Right”), which transaction has not yet been consummated, and (B) no Person other than the Company or any Subsidiary of the Company has exercised any Transfer Right with respect to any Company Real Property, which transaction has not yet been consummated. Section 3.13(c)(iii) of the Company Disclosure Letter lists each real property or leasehold interest in any ground lease conveyed, transferred, assigned or otherwise disposed of by the Company or its Subsidiaries since the date that is three years prior to the date hereof, except for easements or similar immaterial interests (“Prior Sales”). Neither the Company nor any Subsidiary of the Company has received written notice of any claims under any Contracts pursuant to which the Prior Sales were consummated which have or would reasonably be expected to result in liability to the Company or any Company Subsidiary in an amount, in the aggregate, in excess of $100,000. (d) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) neither the Company nor any Subsidiary of the Company has received written notice of any violation of Law, including any existing building, zoning or fire violations with respect to any Company Real Property, (ii) to the Knowledge of the Company, there are no pending or threatened (in writing) Legal Actions initiated by or on behalf of the Company or any Subsidiary of the Company or any other Person to change or redefine the zoning classification of all or any portion of any Company Real Property or to effect a condemnation with respect to all or any portion of any Company Real Property and (iii) neither the Company nor any Subsidiary of the Company has received written notice of any Legal Action of such kind. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Subsidiaries of the Company have good and valid title to, or a valid and enforceable leasehold interest in, all material tangible personal property held or used by them at the Company Real Property, free and clear of all Liens other than Permitted Liens; . (iif) is in sole and exclusive possession As of the date of this Agreement, except as indicated on Section 3.13(f) of the Company Owned Real Property and Disclosure Letter, there are no leases, licenses, occupancy agreements brokerage commissions or any other similar arrangement (the “Real Property Leases”) pursuant to fees that are now due or which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a become due from the Company Material Adverse Effect, or any Subsidiary of the Company with respect to any individual Company Real Property; provided, however, that fees related to the extension or forbearance of any mortgage shall not be deemed a commission or a fee for purposes of this section. (g) Neither the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and nor any Subsidiary of the Company has entered into any contract or agreement with any Person other than the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under (the “Participation Party”) which provides for a right of such Real Property Lease has not been disturbed and there are no disputes with respect Participation Party to participate, invest, join, partner, have any material interest in (whether characterized as a contingent fee, profits interest, equity interest or otherwise) or have the right to any such Real Property Lease; (iii) none of the foregoing in any proposed or anticipated investment opportunity, joint venture, partnership or any other current or future transaction or property in which the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existencehave a material interest, any brokerage commissions including those transactions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company properties identified, sourced, produced or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created developed by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParticipation Party.

Properties. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 4.15(a4.17(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by leased for the benefit of the Company or any of the Company its Subsidiaries pursuant to a Contract providing for annual aggregate rent in excess of $100,000 (the “Company Owned Leased Real Property”). Except Each of the Company and its Subsidiaries has good and marketable (subject to the terms of the applicable lease) leasehold title to all Leased Real Property, in respects thateach case, free and clear of all Liens. To the Company’s Knowledge, no parcel of Leased Real Property is subject to any decree or order of any Governmental Entity to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. All leases of Leased Real Property and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company, any of its Subsidiaries or any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company, any of its Subsidiaries or any other party thereto, except as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. All leases of Leased Real Property shall remain valid and binding in accordance with their terms following the Effective Time except as, either individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) The Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to to, or in the case of leased personal property and assets, a valid leasehold interest in, all of its personal property and assets that are necessary for the Company Owned Real Propertyand its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than Permitted Liens; . (iic) is in sole and exclusive possession Each of the Company Owned Real Property and there are no its Subsidiaries enjoys undisturbed possession under all such leases, licenses, occupancy agreements or except for any other similar arrangement (the “Real Property Leases”) pursuant such failure to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects do so that, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.17 does not relate to Intellectual Property Rights, with respect to which is the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment subject of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofSection 4.18.

Properties. (a) Section 4.15(aSchedule 4.10(a) of the Company Disclosure Letter lists the common street address of each Owned Company Property, sets forth the applicable Acquired Company owning such property. Except as would not, individually or in the aggregate, reasonably be expected to have a true Company Material Adverse Effect, the Acquired Companies own fee simple title to each Owned Company Property, free and clear of Liens, except for Permitted Liens. (b) Schedule 4.10(b) of the Company Disclosure Letter lists (i) the common street address for all real property in which an Acquired Company holds as lessee or sublessee a ground lease or ground sublease interest in any real property (as the context may require, individually or collectively, the “Ground Leased Company Property”) and (ii) all of the leases, amendments and guaranties related to the Ground Leased Company Property to which any Acquired Company is a party (the “Ground Lease Documents”). The Ground Leased Company Property is the only real property in which the Acquired Companies hold as lessee, a ground lease interest in any real property. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the applicable Acquired Company holds a valid leasehold interest in the Ground Leased Company Property and either (i) good and valid fee simple title to all buildings, structures and other improvements and fixtures located on or under such real property or (ii) valid leasehold interest to all buildings, structures and other improvements and fixtures located on or under such real property, in each case, free and clear of all Liens (other than Permitted Liens). True and complete listcopies of the Ground Lease Documents have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, as of the date hereof (i) none of the Acquired Companies has received written notice of any violation of any Law affecting any portion of any of the Company Properties issued by any Governmental Authority that has not been resolved and (ii) none of the Acquired Companies has received notice to the effect that there are (A) condemnation or rezoning proceedings that are pending or threatened with respect to any of the Company Properties, (B) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas or (C) any defaults under any Contract evidencing any Lien or other Contract affecting any of the Company Properties. (d) The Acquired Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property owned, used or held for use by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies’ ownership of any such personal property is not subject to any Liens, other than Permitted Liens. (e) A policy of title insurance has been issued for each Owned Company Property insuring, as of the effective date of such insurance policy, (i) fee simple title interest held by the applicable Acquired Company, and (ii) to the Knowledge of the Company, such insurance policies are in full force and effect, and no material claim has been made against any such policy that remains outstanding as of the date hereof. (f) Schedule 4.10(f) of the Company Disclosure Letter lists each fee interest in real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned, or otherwise disposed of by the Acquired Companies (a “Prior Sale Contract”) since January 1, 2019, except for easements or similar interests. Other than as set forth in Schedule 4.10(f) of the Company Disclosure Letter, to the Knowledge of the Company as of the date hereof, of all none of the Acquired Companies has received any written notice of any outstanding claims under any Prior Sale Contract and no event or circumstance has occurred under any Prior Sale Contract that, with the passage of time or receipt of notice would reasonably be expected to result in liability to any Acquired Company in an amount, in the aggregate, in excess of $1,500,000. (g) True and complete copies of lists of, on both an “in-place lease” and “pre-lease” basis, each residential real property owned estate lease, sublease or other right of occupancy to which an Acquired Company is a party as landlord (collectively, the “Residential Leases”) and the lease identifier, accommodation type, base rent, deposit, move-in fee simple date and lease expiration date and separate delinquency reports (such information on such lists, collectively, the “Residential Rent Roll”), have been made available to Parent, which Residential Rent Roll is accurate as of the applicable date stated therein except such discrepancies as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and such Residential Rent Roll is the rent roll used by the Acquired Companies in the ordinary course of their business. (h) Except as set forth on Schedule 4.10(h) of the Company Disclosure Schedule, (i) no Company Property is subject to any low or moderate income tenant requirements or any other income-based restrictions or requirements (collectively, the “Income Restrictions”), (ii) no Acquired Company has received a written notice of any default that has not been cured under any Contract evidencing such Income Restrictions and (iii) neither the Acquired Companies nor any of the Company Subsidiaries counterparties to such Contracts are currently in default under such Contracts, except, in each case in the foregoing clauses (the “Company Owned Real Property”ii) and (iii). Except in respects , for any such default that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (i) The operating budget set forth in Schedule 4.10(i)(i) of the Company Disclosure Letter (the “Operating Budget”) discloses, either as of the date hereof, the aggregate budgeted operating expenses of the Company and the Company Subsidiaries for the Company Properties through December 31, 2022 (the “Operating Expenses”). The capital expenditure budget in Schedule 4.10(i)(ii) of the Company Disclosure Letter (the “Capital Expenditure Budget”) discloses, as of the date hereof, the budgeted amount of all allowances (including tenant allowances, and leasing commissions), expenditures and fundings, budgeted to be funded by or on behalf of the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress Subsidiary with respect to the Company Owned Real Property Properties, including in all material respects connection with renovations, construction projects, restorations, developments and enjoys peaceful redevelopments and quiet possession thereof; and any projects that are in pre-development, in each case with respect to each project or line item in excess of $275,000. Except as set forth in Schedule 4.10(i)(iii) or has not had, or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (ivA) there are no outstanding options pending common area maintenance (CAM), percentage rent or rights similar audits by any third party of first offer or refusal to purchase which the Company Owned Real Propertyhas knowledge or has received written notice, and (B) there are no pending real property tax protests or litigation, proceeding, investigation, complaint or action regarding any Company Properties of which the Company has knowledge or has received written notice. (bj) Section 4.15(bThere is no outstanding Indebtedness pursuant to which Company or any Subsidiary of Company is a lender as of the date hereof to any Person other than to a Wholly Owned Company Subsidiary. (k) Schedule 4.10(k) the Company Disclosure Letter sets forth a true the common street address for all real property owned or ground leased by (A) the Majority Equity Joint Ventures and complete list(B) the Minority Equity Joint Ventures or any of its Subsidiaries in whole or in part (the property described in this clause (B), the “Minority JV Real Property”), and setting forth the Joint Venture Agreements pertaining thereto. Except for any Indebtedness specifically referenced in the Joint Venture Agreements as set forth on Schedule 4.10(k)(B) of the Company Disclosure Letter (the “JV Loans”), as of the date hereof, of all of neither the real property leased by Company or nor any Subsidiary of the Company has approved or otherwise consented to the incurrence of Indebtedness by any Joint Venture or its Subsidiaries for which the annual rental value exceeds in excess of $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or 1,000,000 other than trade payables in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment ordinary course of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to business. To the Knowledge of the Company, any other party to such Real Property Leasetrue, is in breach or violation of, or in default under, such Real Property Lease, correct and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part complete copies of the Company or any Company Subsidiary, nor, documents evidencing and securing the JV Loans have been provided to Parent. To the Knowledge of the Company, on the part borrower under the JV Loans has not received or delivered any written notice of the other party thereto; (v) no security deposit or portion thereof deposited default with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which the JV Loans that has not been re-deposited cured. (l) Schedule 4.10(l) of the Company Disclosure Letter lists each Company Property that is (i) under development as of the date hereof (other than normal repair and maintenance but including any construction project the cost of which is in full; excess of $3,000,000) and describes (viA) the status of such development as of the date hereof (including the anticipated completion date), and (B) the budgeted costs and the costs to complete, (ii) subject to a binding agreement for development or commencement of construction by an Acquired Company with a cost in excess of $3,000,000 (each, a “Construction Contract”) or (iii) land held for development (each a “Development Project”), in each case, other than those pertaining to customary capital repairs, replacements and other similar correction of deferred maintenance items in the ordinary course of business. (m) As of the date hereof, (i) neither the Company nor any Subsidiary of Company Subsidiary oweshas exercised any Transfer Right with respect to real property or one or more Persons for aggregate consideration in excess of $1,500,000, or will owe which transaction has not yet been consummated and (ii) no third party has exercised in the future based on arrangements currently in existence, writing any brokerage commissions or finder’s fees Transfer Right with respect to any Real Property Lease; (vii) none Subsidiary of the Company or any Owned Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParticipation Agreement, which transaction has not yet been consummated.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets Schedule identifies: (i) all real properties (by name and location) owned by the Company or its Subsidiaries (the "Company Owned Property") as of the date hereof, which are all of the real properties owned by them as of the date hereof; and (ii) all real properties leased or operated by the Company or its Subsidiaries as lessee (the "Company Leased Property") as of the date hereof, which are all of the real properties so leased or operated by them. The Company Owned Property and the Company Leased Property is referred to herein collectively as the "Company Real Property." (b) The Company and its Subsidiaries have obtained title insurance policies for the Company Real Property listed in Section 3.13(b) of the Company Disclosure Schedule, and no material claims have been made against any such policies by an insured party thereunder. With respect to the Company Real Property not listed in Section 3.13(b) of the Company Disclosure Schedule, the Company or its Subsidiaries has valid title to the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of the Company and its Subsidiaries to conduct their business as and where currently conducted. Each Company Real Property is not subject to any Encumbrances, except for any Permitted Encumbrances. (c) Except as set forth on Section 3.13(c) of the Company Disclosure Schedule or as disclosed in the Company SEC Reports, the Company Real Property is not encumbered by any debt. (d) To the Company's Knowledge, all (i) certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Real Property or to permit the lawful use and operation of all driveways, roads, and other means of egress and ingress to and from any Company Real Property have been obtained and are in full force and effect, except where the failure to obtain or maintain the same would not cause a Company Material Adverse Effect, and there is no pending threat of modification or cancellation of the same. No Company Real Property is located outside of the United States and neither the Company nor any of its Subsidiaries conducts its business of owning, leasing or operating properties outside of the United States. All work to be performed, payments to be made and financial undertakings required to be taken by the Company or its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to a Company Real Property has been paid or undertaken, as the case may be, except where the failure to pay such amount or undertake such action would not cause a Company Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has received since January 1, 1999 any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity which would cause a Company Material Adverse Effect. Since January 1, 1999, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity with jurisdiction over the Company or any such Subsidiaries to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any Company Real Property or (ii) any zoning, building or similar law, code, ordinance or regulation is being violated by the maintenance, operation or use of any buildings or other improvements on any Company Real Property or by the maintenance, operation or use of the parking areas, except where any such written notice of such a proceeding or violation would not, individually or in the aggregate, cause a Company Material Adverse Effect. (f) Except as would not cause, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(f) of the Company Disclosure Schedule, to the Company's Knowledge, (i) there are no structural defects relating to any Company Real Property, (ii) there is no Company Real Property whose building systems are not in working order in any material respect (ordinary wear and tear excepted), (iii) there is no uninsured physical damage to any Company Real Property in an amount in excess of $150,000 with respect to any individual property, except for the payment by the Company of a deductible under the applicable insurance policy, and (iv) there is no current renovation or restoration to any Company Real Property the remaining cost of which exceeds $150,000 with respect to any individual property. (g) True and correct copies of the Company Leases as amended as of the date hereof have been delivered to, or made available for review by, Parent. Section 3.13(g) of the Company Disclosure Schedule lists the following information with respect to the Company Leases: (i) the name of the lessee; (ii) the expiration date of the Company Lease; and (iii) the amount (or method of determining the amount) of minimum monthly base rentals due under each Company Lease. (h) The Company has delivered to Parent a copy of their respective aging of accounts receivable as of September 30, 2002, which copy is true and complete listcorrect in all material respects. Except as set forth in Section 3.13(h) of the Company Disclosure Schedule, as of the date hereof, of all of the real property owned in fee simple by neither the Company or nor any of the its Subsidiaries has delivered written notice to any tenant under any Company Subsidiaries (the “Company Owned Real Property”). Except Lease, alleging that such tenant is in respects thatdefault thereunder, other than with respect to defaults that have been cured or waived or which would not, individually or in the aggregate, have not had and would not reasonably be expected to have cause a Company Material Adverse Effect. (i) There are no agreements, either written or oral, between the Company or any of its Subsidiaries and any other Person relating to the Company Subsidiaries: (i) has good use and valid fee simple title to all occupancy of the Company Owned Real Property, free and clear of all Liens Property by a Person other than Permitted Liens; (iithe Company or any of its Subsidiaries other than the Company Leases. Except as set forth in Section 3.13(i) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of no defaults (unless subsequently cured) by the real property leased Company or its Subsidiaries have been alleged in writing by the lessees (and received by the Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, its Subsidiaries) thereunder that have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is been cured in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orall material respects and, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any of its Subsidiaries is in default under any Company Subsidiary owesLease other than such defaults which would not, individually or will owe in the future based on arrangements currently in existenceaggregate, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the cause a Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofMaterial Adverse Effect.

Properties. (a) Section 4.15(a4.13(a) of the Company Disclosure Letter sets forth a true complete and complete list, as correct list of the date hereof, of (i) all of the real property and interests in real property owned in fee simple by the Company or any its Subsidiaries (individually, an “Owned Property” and collectively, the “Owned Properties”), and (ii) all real property and interests in real property leased, subleased, or otherwise occupied by the Company or any of its Subsidiaries as lessee (individually, a “Leased Property” and collectively, the “Leased Properties”) setting forth information sufficient to specifically identify such Owned Real Property and Leased Properties, as the case may be, and the legal owner thereof. Such Leased Properties, together with the Owned Properties, are referred to herein individually as a “Company Subsidiaries (Property” and collectively as the “Company Properties.” (b) Except as set forth in Section 4.13(b) of the Company Disclosure Letter, each of the Company and its Subsidiaries has good, marketable and insurable fee simple title to all of its respective Owned Real Property”)Properties and all buildings, structures and other improvements located thereon, free and clear of all Liens, except for Permitted Exceptions. (c) Except as set forth in Section 4.13(c) of the Company Disclosure Letter, the Company or one of its Subsidiaries is in possession of the Leased Properties leased pursuant to each lease or sublease, and each such lease or sublease grants to the Company or its Subsidiary, as the case may be, the exclusive right to possess, without disruption, the Leased Property pursuant thereto. Each of the Company and its Subsidiaries has good and valid title to the leasehold estate or other interest created under its respective Company Leases, free and clear of any liens, claims or encumbrances, except where the failure to have such good and valid title would not have a Material Adverse Effect. (d) Except as set forth in respects thatSection 4.13(d) of the Company Disclosure Letter, each of the Company and its Subsidiaries has good and valid title to all its assets reflected on the Company Balance Sheet or acquired after the date thereof, except for (i) assets sold or otherwise disposed of in the ordinary course of business since the date of such balance sheet, (ii) properties and assets the loss of which would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company, either (iii) assets reflected on the Company Balance Sheet that are subject to a capital lease where the Company or any of its Subsidiaries is the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Propertylessee, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyPermitted Exceptions. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Each of the Company and each of the Company Subsidiaries has good and valid (and, with respect to Owned Real Property, insurable) title to, or valid leasehold interests in, all of its Owned Real Property and material Leased Real Property, and other material properties and assets, free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(a3.17(b) of the Company Disclosure Letter sets forth contains a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any and each of the Company Subsidiaries (the “Company Owned Real Property”)) as of the date hereof. Except as set forth in respects thatSection 3.17(b) of the Company Disclosure Letter, individually no Person has any outstanding option, right of first offer or right of first refusal to purchase any Owned Real Property. (c) Section 3.17(c) of the Company Disclosure Letter contains a true, correct and complete list of all real property in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either which the Company or any Company Subsidiaries has a leasehold interest (the Company Subsidiaries: (i) has good “Leased Property”, and valid fee simple title to all of together with the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (iithe “Real Property”) is in sole and exclusive possession of the Company Owned Real Property and there are no held under leases, licensessubleases, licenses and/or other types of occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted as of the right to use any Company Owned Real Property, other date hereof. Other than Permitted Liens; (iiias set forth in Section 3.17(c) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listLetter, as of the date hereof, of all hereof none of the real property leased by Real Property Leases have been amended, modified, supplemented or superseded. Except as set forth in Section 3.17(c) of the Company or Disclosure Letter, no rents under any Real Property Lease have been prepaid, except for the current month’s rent. To the Knowledge of the Company, each of the Company and each of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a enjoys peaceful and undisturbed possession under all such material Real Property Lease Leases. (the “Company Leased d) The Real Property” and, together with Property constitutes all real properties occupied by the Company Owned and the Company Subsidiaries in connection with their business. (e) To the Knowledge of the Company, no zoning or similar land use restrictions are currently in effect or proposed by any Governmental Entity that would materially impair the operation of the Company’s or any Company Subsidiary’s business as currently conducted or which would materially impair the use, occupancy and enjoyment of any of the Real Property in any material respect. Since June 30, 2009, the Company has not received any written notice from any Person with regard to (i) material encroachments on or off the Real Property, or (ii) material defects in the “Company good and valid title of the Real Property”). Except Neither the Company nor any Company Subsidiary has been named as a party in respects thatany material claim or right of adverse possession by any third party with respect to the Real Property. To the Knowledge of the Company, no portion of the Real Property is subject to any pending sale, condemnation, expropriation or taking (by eminent domain or otherwise) by any Governmental Entity, and no such sale, condemnation, expropriation or taking has been proposed. (f) For purposes of this Agreement, “Permitted Liens” means: (i) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings and for which there are adequate reserves on the books; (ii) mechanic’s, materialman’s, supplier’s, vendor’s, purchase money security interests or similar Liens arising in the ordinary course of business or which is a statutory Lien securing payments not yet due; (iii) any statutory or contractual lien in favor of the landlord or grantor in connection with any Real Property Lease; (iv) zoning, building and other similar restrictions that do not, individually or in the aggregate, have materially interfere with the value or current use of any real property; (v) any easement, covenant, right-of-way or other similar restriction recorded in the appropriate recorder’s office in each case that does not had materially detract from the value of any real property or materially interfere with the use thereof; (vi) any Lien securing existing Indebtedness of the Company or a Company Subsidiary; (vii) any Lien that does not materially impair, and would not reasonably be expected to have a Company Material Adverse Effectmaterially impair, with respect the value, marketability, or continued use of the property subject to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effectsuch Lien, and (viii) any Lien which is specifically disclosed on the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment consolidated balance sheet of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none as of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orDecember 31, to the Knowledge of 2009, as set forth in the Company’s Form 10-Q for the period then ended, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none Liens listed in Schedule 3.17(f) of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofDisclosure Letter.

Properties. (a) Section 4.15(a3.17(a) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries Acquired Companies (the “Owned Company Owned Real Property”). Except in respects thatas, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) an Acquired Company has good and valid marketable fee simple title to all of the Owned Company Owned Real Property, Property free and clear of all Liens other than Liens, except for Permitted Liens; , and (ii) no Acquired Company owns, holds, has granted or is in sole and exclusive possession obligated under any option, right of the first offer, right of first refusal or other contractual right to buy, acquire, sell, dispose of or lease any Owned Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options portion thereof or rights of first offer or refusal to purchase the Company Owned Real Propertyinterest therein. (b) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the knowledge of the Company, threatened, affecting any Owned Company Real Property or, to the knowledge of the Company, any Leased Company Real Property or (in either case) any portion thereof or interest therein. (c) Section 4.15(b3.17(c) of the Company Disclosure Letter sets forth a true true, correct and complete list, as of the date hereof, list of all of the real property leased by leased, licensed or occupied under any Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease that has a lease obligation of more than $125,000 per year (the “Leased Company Leased Real Property” and, together with the Owned Company Owned Real Property, the “Company Real Property”). Except in respects thatas, individually or in the aggregate, have has not had had, and would not reasonably be expected to have have, a Company Material Adverse Effect, with respect to the Leased Company Leased Real Property and each Real Property Lease: Property, (i) each all rent and other sums and charges payable by any Acquired Company as tenant or occupant under any Company Real Property Lease is have been duly paid and discharged in full force and effectall material respects, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession each Acquired Company has a good and quiet use and enjoyment of the valid leasehold interest in each Leased Company Leased Real Property under such Real Property Lease has not been disturbed free and there are no disputes with respect to any such Real Property Lease; clear of all Liens, except for Permitted Liens, (iii) none of the no Acquired Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleasedleased, licensed or otherwise granted to any person Person (other than any of the other Acquired Companies) the right to use or occupy any parcel of Leased Company Leased Real Property or any portion thereof, and (iv) each Acquired Company has peaceful, undisturbed possession of each parcel of Leased Company Real Property or any portion thereof pursuant to a Company Real Property Lease, subject to any leases, subleases or similar arrangements that may be in existence. (d) Each Owned Company Real Property and Leased Company Real Property is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it is currently used, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (e) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, each Acquired Company has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement free and clear of all Liens, except Permitted Liens.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects thatwould not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect, either Parent and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the Company Parent Balance Sheet or acquired after the Company Subsidiaries: (i) has good and valid fee simple title to all Balance Sheet Date, except as have been disposed of since the Company Owned Real PropertyBalance Sheet Date in the ordinary course of business, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Except with respect to any Oil and Gas Properties, Section 4.15(b4.14(b) of the Company Parent Disclosure Letter Schedule sets forth a true list of (i) all real property owned by Parent or any of its Subsidiaries (each such property, a “Parent Owned Real Property”) and complete list(ii) all material real property leased by Parent or any of its Subsidiaries (each such property, a “Parent Leased Real Property” and together with the Parent Owned Real Property, the “Parent Real Property”). (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and except for Permitted Liens, neither Parent nor any of its Subsidiaries: (i) lease or grant any Person the right to use or occupy all or any part of any Parent Owned Real Property, or (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i)Parent or one of its Subsidiaries has a valid leasehold interest in all Parent Leased Real Property, in each case as to such leasehold interest, free and clear of all Liens other than Permitted Liens and (ii) each of Parent and its Subsidiaries is in compliance in all material respects with the terms of all leases of Parent Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of (A) Parent or its Subsidiary, as the case may be, and (B) to Parent’s knowledge, each other party thereto, enforceable against Parent or such Subsidiary, as the case may be, and, to the Parent’s knowledge, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Remedies Exception. (e) Except as set forth on Section 4.14(e) of the Parent Disclosure Schedule, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease Parent has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice that all or any portion of default pursuant material Parent Real Property is subject to any such Real Property Lease; governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor. (ivf) none Except for any Permitted Liens and as set forth in Section 4.14(f) of the Company or any Company Subsidiary orParent Disclosure Schedule, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Parent’s knowledge (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viiii) there are no Liens material contractual or legal restrictions that prevent Parent or any of its Subsidiaries from using any Parent Real Property for its current use, and (ii) all structures and other buildings on the estate or interest created by such Parent Real Property Lease, other than Permitted Liens; are in operating condition and (ix) none of the Company such structures or any Company Subsidiary has subleasedbuildings is in need of maintenance or repairs except for ordinary, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofroutine maintenance and repairs, and except for ordinary wear and tear in all material respects.

Properties. (a) Section 4.15(a3.14(a) of the Company Disclosure Letter sets forth a true correct and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any Company Subsidiary that is material to the operation of the business of the Company Subsidiaries or any Company Subsidiary (the “Company Owned Real Property”). Section 3.14(b) of the Company Disclosure Letter sets forth a correct and complete list of all leases, subleases, licenses, use or occupancy or similar agreements that cover real property that is material to the operation of the business of the Company or any Company Subsidiary (as amended or modified from time to time, the “Real Property Leases”) and under which the Company or any Company Subsidiary is a party as tenant, subtenant or in a similar capacity, and sets forth the street address of the real property that is the subject of any Real Property Lease (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has previously made available to Parent correct and complete copies of each Real Property Lease. Except in respects thatas, individually or in the aggregate, have has not had and or would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good the Company and valid fee simple title to all each of the Company Subsidiaries has good, valid and marketable title to the Owned Real Property and a valid leasehold or sublease interest in the Leased Real Property, in each case, free and clear of all Liens other than except for Permitted Liens; , (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is valid, in full force and effecteffect and enforceable against the Company or Company Subsidiary that is party thereto, (iii) the Company and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; Subsidiaries are not in default (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are is no disputes with respect to any such Real Property Lease; (iii) none event or condition that after notice or lapse of time or both would constitute a default by the Company or any Company Subsidiary has given or received Subsidiary) under any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orLease and, to the Knowledge of the Company, there is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any other party to such thereto under any Real Property Lease, is in breach (iv) no Person leases, subleases, licenses or violation of, otherwise has a right to use or in default under, such occupy any of the Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of other than the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; Subsidiary and (v) no security deposit or portion thereof deposited with respect to such all improvements located on the Real Property Lease has been applied are in respect sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of a breach or default under such Real Property Lease which has not been re-deposited the Company and the Company Subsidiaries to be operated in full; (vi) neither the ordinary course as currently operated and as presently proposed to be operated. Neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect is a party to any agreement for the sale of any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any Property. No other security interest in such Real Property Lease or any interest thereinreal property, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property LeaseProperty, other than Permitted Liens; and (ix) none is material to the operation of the business by the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person as conducted as of the right to use or occupy any Company Leased Real Property or any portion thereofdate hereof.

Properties. (a) Section 4.15(a4.20(a) of the Company Qorvo Disclosure Letter Schedule sets forth a true true, complete and complete correct list, as of the date hereofAgreement Date, of all the street address of the real property owned in fee simple by the Company or any each parcel of the Company Subsidiaries (the “Company Qorvo Owned Real Property”), as well as a list of any Contracts to acquire any real property by Qorvo or any Qorvo Subsidiary. Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse EffectEffect on Qorvo, either Qorvo and/or the Company or the Company Subsidiaries: (i) applicable Qorvo Subsidiary has good good, valid and valid marketable fee simple title to all of the Company Qorvo Owned Real Property, free and clear of all Liens other than (except for Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there ). There are no outstanding options or agreements, options, rights of first offer or refusal rights of first refusal, leases, licenses, subleases or other occupancy agreements granting to purchase any third party any right to purchase, use, occupy or enjoy any Qorvo Owned Real Property or any portion thereof or interest therein. To the Company extent in the possession of Qorvo, Qorvo has made available to Skyworks complete and accurate copies of all deeds, mortgages, title insurance policies (or if none for the applicable property, title insurance commitments or title insurance reports for such property), surveys, zoning reports, leases, subleases and licenses for each Qorvo Owned Real Property. (b) Section 4.15(b4.20(b) of the Company Qorvo Disclosure Letter Schedule sets forth a true true, complete and complete listcorrect list of all leasehold or subleasehold estates or other license or occupancy agreements (whether written or oral), and all amendments or modifications thereto (collectively, the “Qorvo Real Property Leases”) held by Qorvo or any Qorvo Subsidiary as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease Agreement Date (the “Company Leased Real Property” and, together with the Company Owned Real Propertycollectively, the “Company Qorvo Leased Real Property”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, interfere in any material respects with respect to the Company current use and operation of the Qorvo Leased Real Property by Qorvo and the Qorvo Subsidiaries, each Real Property Lease: (i) each Qorvo Real Property Lease is in full force and effect, and the Company Qorvo or a Company Qorvo Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment in all of the Company Qorvo Leased Real Property under such Property, free and clear of all subtenancies and other occupancy rights, and Liens (except for Permitted Liens). All parties to each Qorvo Real Property Lease has not been disturbed are in material compliance with the terms thereof and there are no disputes material defaults thereunder or events, which with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or notice, or both, would constitute such a breachmaterial default. Qorvo has made available to Skyworks complete and accurate copies of each of the Qorvo Real Property Leases described on Section 4.20(b) of the Qorvo Disclosure Schedule. (c) Except as would not reasonably be expected to have a Material Adverse Effect on Qorvo, violation with respect to each Qorvo Owned Real Property and each Qorvo Leased Real Property: (i) neither Qorvo nor any of the Qorvo Subsidiaries has received written notice of any pending or defaultthreatened eminent domain, condemnation, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part similar taking proceedings; (ii) neither Qorvo nor any of the Company Qorvo Subsidiaries has received any written notice that would reasonably be likely to cause either Qorvo or any Company Subsidiaryof the Qorvo Subsidiaries to materially curtail its operations at such property, nor, or that would reasonably be expected to materially impair such operations; (iii) to the Knowledge of the CompanyQorvo, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such each Qorvo Owned Real Property Lease has been applied in respect of a breach or default under such and each Qorvo Leased Real Property Lease which has is in compliance with all applicable Laws, except as would not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesreasonably be expected to be material, individually or will owe in the future based on arrangements currently in existenceaggregate, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of Qorvo and the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinQorvo Subsidiaries, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Lienstaken as a whole; and (ixiv) none of all utilities presently serving the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Qorvo Owned Real Property and Qorvo Leased Real Property or any portion thereofare presently adequate to service the existing normal operations of Qorvo and the Qorvo Subsidiaries.

Properties. (a) Section 4.15(a3.18(a) of the Company Disclosure Letter sets forth Schedule contains a true complete and complete list, as of the date hereof, correct list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”). ) and sets forth the street address, city and state of the Owned Real Property. (b) Section 3.18(b) of the Company Disclosure Schedule contains a complete and correct list of the all real property leased, subleased, licensed, or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) and sets forth, with respect to each Leased Real Property, the street address and city and state, the current rent amounts payable by the Company or its Subsidiaries with respect thereto, the expiration date of the lease, sublease or license for each Leased Real Property and the scope of any renewal options thereunder. (c) Section 3.18(c) of the Company Disclosure Schedule contains a complete and correct list of all Owned Real Property with respect to which any Person other than the Company or its Subsidiaries has any right (whether by lease, sublease, license or otherwise) to use or occupy and sets forth, with respect to each such property, the street address and city and state, the current rent amounts payable by such third Person with respect thereto, the expiration date of the lease, sublease or license for each such property and the scope of any renewal options thereunder. (d) Except in respects that, individually or in the aggregate, have any such case as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the use, either market value or marketability of the Company or the Company Subsidiariessubject Owned Real Property: (i) the Company or one of its Subsidiaries, as applicable, has good and valid marketable fee simple title to all of the Company Owned Real Property, free and clear of all Liens any Lien (other than Permitted Liens); (ii) is in sole and exclusive possession there are no existing, pending or threatened condemnation proceedings or similar actions relating to any part of the Company Owned Real Property; (iii) all buildings, structures, fixtures and improvements included within the Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iv) to the knowledge of the Company, (A) there are no violations of any zoning ordinances, building codes or other governmental or regulatory laws affecting the Owned Real Property or, to the knowledge of the Company, planned material changes in any zoning ordinance or building codes or other governmental or regulatory laws that would affect the Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (ivB) there are no outstanding options or rights commenced or, to the knowledge of first offer or refusal the Company, planned public improvements related to purchase the Company Owned Real Property that may result in special assessments against any part of the Owned Real Property. (be) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to Effect on the Company Leased Real Property and each Real Property LeaseCompany: (i) the lease, sublease or license for each Leased Real Property Lease is in full force and effect, valid, and binding on the Company or a Company Subsidiary holds a valid its Subsidiaries, as applicable, and existing leasehold interest under to the knowledge of the Company, each Real Property Leaseother party thereto; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orits Subsidiaries, nor to the Knowledge knowledge of the Company, any other party to such Real Property Leasethereto, is in breach of or violation ofdefault under such lease, sublease or in default under, such Real Property Leaselicense, and no event has occurred or circumstance exists which, with the delivery of notice, the passage lapse of time or both, would constitute such a breach, violation breach or default, default by any of the Company or its Subsidiaries or permit the termination, modification or acceleration by any Third Party thereunder; and (iii) true and complete copies of rent under such Real Property Lease on the part of all leases, subleases, licenses, and other occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) to which the Company or any Company Subsidiary, nor, of its Subsidiaries is a party have been made available to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofParent.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true All material real property and complete list, as of the date hereof, of all of the interests in real property owned in fee simple by the Company Battery or any Battery Subsidiary (individually, a “Battery Owned Property”) are set forth on Section 3.10(a) of the Company Subsidiaries (the “Company Owned Real Property”)Battery Disclosure Schedule. Except in respects thatas, individually or in the aggregate, have has not had and would not reasonably be expected likely to have a Company Battery Material Adverse Effect, either the Company with respect to each Battery Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and other similar restrictions, (C) Liens that have been placed by any developer, landlord or the Company Subsidiariesother third person on property over which Battery or one of its Subsidiaries has easement rights or on any leased property and subordination or similar agreement relating thereto, and (D) discrepancies, conflicts in boundary lines, shortages in area, encroachments, or any other non monetary Liens of a minor nature: (i) Battery or a Battery Subsidiary has good and valid marketable fee simple title to all of the Company Battery Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal in favor of any other party to purchase any of the Company Battery Owned Real PropertyProperty or any portion thereof or interest therein, (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of the Battery Owned Properties, and (iv) to Battery’s knowledge, there are no physical conditions or defects at any of the Battery Owned Properties which materially impair or would be reasonably likely to materially impair the continued operation and conduct of the business of Battery and its Subsidiaries, taken as a whole. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Battery Owned Property are set forth in Section 3.10(a) of the Battery Disclosure Schedule. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true All material real property and complete list, as of the date hereof, of all of the interests in real property leased by Company Battery or any Battery Subsidiary and any prime or underlying leases related thereto (individually, a “Battery Leased Property”; Battery Owned Property and Battery Leased Property being sometimes referred to herein collectively as “Battery Property”) are set forth on Section 3.10(b) of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)Battery Disclosure Schedule. Except in respects thatas, individually or in the aggregate, have has not had and would not reasonably be expected likely to have a Company Battery Material Adverse Effect, with respect Battery or a Battery Subsidiary has good and valid leasehold title to all Battery Leased Property, subject only to Permitted Liens and matters described in clauses (B), (C) and (D) of Section 3.10(a). Prior to the Company date hereof, a true, correct and complete copy of each lease for Battery Leased Real Property and each (individually, a “Battery Real Property Lease: ”) for each Battery Leased Property has been made available to RH. With respect to each Battery Real Property Lease, (i) each Real Property Lease lease is valid, binding and in full force and effecteffect and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and the Company remedies of creditors generally and subject to general principles of equity (regardless of whether considered in a proceeding in equity or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; at Law), (ii) the possession and quiet use and enjoyment neither Battery nor any of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge knowledge of the CompanyBattery, any other party to such Battery Real Property Lease, Lease is in breach or violation of, or in default under, under such Real Property Leaselease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiarythereunder, nor, to the Knowledge of the Company, on the part of the other party thereto; and (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (viiii) neither the Company Battery nor any Company Subsidiary owesof its Subsidiaries is currently subleasing, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed licensing or otherwise granted granting any person Person the right to use or occupy any Company such Battery Leased Real Property or any portion thereof, except in each case of clauses (i) through (iii) as has not had and would not reasonably be likely to have, individually or in the aggregate, a Battery Material Adverse Effect. (c) As of the date hereof, neither Battery nor any of its consolidated Subsidiaries has received notice of any pending, and to the knowledge of Battery, there are no threatened, condemnation proceedings with respect to any of the Battery Property.

Properties. (a) Section 4.15(aSchedule ‎3.9(a) lists all fee owned real property by any Group Company (each, an “Owned Real Property”), and sets forth the name of the Company Disclosure Letter sets forth a true entity holding such Owned Real Property interest and complete list, as the street address of the date hereof, of each Owned Real Property. The Owned Real Property constitutes all of the real property owned utilized in fee simple by connection with the business of the Group Companies and is adequate to conduct such business as currently conducted. (b) Correct and complete copies of all existing vesting deeds, current title insurance policies, copies of all underlying recorded documents and most recent surveys, copies of any appraisals, in each case, relating to the Owned Real Property, have been made available to Buyer (in each case to the extent in the possession of the Company or any of its Subsidiaries) prior to the Company Subsidiaries date hereof. (the “Company c) Except as set forth on Schedule ‎3.9(c), with respect to each Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) the applicable Group Company has good and valid indefeasible fee simple title to all of the Company such Owned Real Property, free and clear of all Liens, except Permitted Liens other than Permitted Liens; and (ii) is the Group Companies are in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property compliance in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options with any zoning, use, occupancy or rights of first offer or refusal similar requirements applicable to purchase the Company such Owned Real Property. (bd) Section 4.15(b) The applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company Disclosure Letter sets forth is a true and complete list, as of the date hereof, of all of the party to any agreement or option to purchase any real property leased by Company or any interest therein. (e) Other than in connection with takings for road widening and redirection that would not have an adverse impact on the conduct of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company business at such Owned Real Property, no Group Company has Knowledge that the “Company Owned Real Property”Property or portion thereof is subject to any pending suit for condemnation or expropriation or other taking by any Governmental Entity or that any such condemnation or other taking is threatened or contemplated. (f) The Group Companies do not lease, sublease, license or otherwise occupy any real property as tenant, subtenant, or licensee. (g) The components of all buildings, structures, equipment and other improvements located on the Owned Real Property are in good operating condition and repair in all material respects for the uses for which they are currently employed (normal wear and tear excepted). Except in respects that, individually or in the aggregate, have not had The property and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and assets owned by the Company or a any Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) Subsidiary, or which they otherwise have the possession and quiet use and enjoyment right to use, constitute all of the Company Leased Real Property under such Real Property Lease has not been disturbed property and there are no disputes assets used or held for use in connection with respect to any such Real Property Lease; (iii) none the businesses of the Company or any Company Subsidiary has given and are adequate to conduct such businesses as currently conducted. Except as set forth on Schedule 3.9(g), no material repairs, replacements or received any written notice of default pursuant regularly scheduled maintenance relating to any such Owned Real Property Lease; that have not been completed are currently being delayed or deferred. (ivh) none The applicable Group Company has access to and the rights of the Company or any Company Subsidiary oringress and egress over, to and from public roads or through easements or other rights of way bounding each Owned Real Property. (i) To the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease off-site storage facility set forth on the part of Schedule 3.9(i) used by the Company or any Company Subsidiary, norand operated by a third-party service provider, to house archive material, specimens, paper data, electronic data, back-up material and study-related or support records used in the Knowledge operation of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none business of the Company or any and the Company Subsidiary has collaterally assigned or granted any other security interest been maintained consistent with standards generally followed in such Real Property Lease or any interest therein, other than Permitted Liens; the industry (viii) there are no Liens on giving due account to the estate or interest created by such Real Property Lease, other than Permitted Liens; age and (ix) none length of use of the Company or any Company Subsidiary has subleasedsame, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofordinary wear and tear excepted).

Properties. Superior owns or leases all property and tangible assets ---------- used in the conduct of its business as presently conducted. To the knowledge of the respective managements of Superior and Seller, all of the property of Superior is in good condition and repair, except for reasonable wear and tear, and in conformity in all material respects with all building, zoning, OSHA, safety, ADA or other applicable ordinances, regulations, or laws. (a) Section 4.15(aSchedule 3.17(a) of the Company Disclosure Letter sets forth a true lists and complete list, as of the date hereof, of describes briefly all of the real property which Superior owns. With respect to each such parcel of owned in fee simple by real property (collectively, the Company or any of the Company Subsidiaries (the “Company "Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: "): (i) Superior has good and valid fee simple marketable title to all the parcel of the Company Owned Real Propertyreal property, free and clear of all Liens any security interest, easement, covenant, or other than restriction, except for (A) installments of special assessments not yet delinquent; (B) recorded easements, covenants, and other restrictions which do not materially impair the current use, occupancy, or value of the Owned Real Property subject thereto; (C) Permitted LiensExceptions; (D) mortgages or security interests reflected in the Superior Financial Statements or incurred since September 30, 1997 in connection with the purchase of Owned Real Property; and (E) zoning laws and other land use restrictions which do not materially impair the present or anticipated use of the Owned Real Property subject thereto; (ii) is in sole and exclusive possession to the knowledge of the Company respective managements of Superior and Seller, no parcel of Owned Real Property serves any adjoining property for any purpose inconsistent with the use of the land, and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and is not located within any flood plain; (iviii) there are no outstanding options or rights of first offer or refusal to purchase the Company any parcel of Owned Real Property, or any portion thereof or interest therein; and (iv) there are no parties (other than Superior) in possession of the parcel of Owned Real Property, other than tenants in possession of property leased or subleased by Superior under any leases or subleases disclosed on Schedule 3.17(b) which tenants are in possession of space to which they are entitled. (b) Section 4.15(bSchedule 3.17(b) the Company Disclosure Letter sets forth a true lists and complete listdescribes briefly all real property, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company including Owned Real Property, leased or subleased by or to Superior (whether as lessor or as lessee) pursuant to any lease, sublease, license, concession, or other agreement granting to any party or parties the “Company right of use or occupancy of such property ("Leased Real Property”"). Except Superior has made available to Purchaser correct and complete copies of the leases and subleases listed in respects thatSchedule 3.17(b) (as amended to date) . With respect to each lease and sublease listed in Schedule 3.17(b), except as to matters which, individually or in the aggregate, have will not had and would not reasonably be expected to have result in a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: : (i) each Real Property Lease to the knowledge of the respective managements of Superior and Seller, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; ; (ii) to the possession and quiet use and enjoyment knowledge of the Company Leased Real Property under such Real Property Lease has not been disturbed respective managements of Superior and there are Seller, no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, party to the Knowledge of the Company, any other party to such Real Property Lease, lease or sublease is in breach or violation of, or in default under, such Real Property Leasedefault, and no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesor permit termination, modification, or will owe in acceleration thereunder; (iii) to the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none knowledge of the Company respective managements of Superior and Seller, no party to the lease or sublease has repudiated any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinprovision thereof; (iv) to the knowledge of the respective managements of Superior and Seller, other than Permitted Liens; (viii) there are no Liens on disputes, oral agreements, or forbearance programs in effect as to the estate lease or sublease; and (v) Superior has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest created by such Real Property Lease, other than Permitted Liens; and in the leasehold or subleasehold. (ixc) none Schedule 3.17(c) sets forth a depreciation schedule of the Company or any Company Subsidiary has subleasedfixed assets by asset category of Superior as of October 31, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof1997.

Properties. (a) Section 4.15(aExcept (i) of as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (ii) for Permitted Liens, the Company Disclosure Letter sets forth a true and complete listits Subsidiaries have good title to, or valid leasehold or sublease interests in (or other comparable contract rights in or relating to), all tangible properties and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries are, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as conducted as of the date hereof, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens (other than Permitted Liens), except for conditions or defects in title or Liens that in the aggregate would not be reasonably likely to result in a Company Material Adverse Effect. (b) Section 3.16(b) of the Company Disclosure Schedule contains a list of all real property owned in fee simple by the Company or any of its Subsidiaries as of the Company Subsidiaries date of this Agreement (the “Company Owned Real Property”)) that is material to the Company or any of its Subsidiaries. Except in respects thatas would not reasonably be expected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) one of its Subsidiaries has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (bc) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant would not reasonably be expected to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is lease, sublease or license requiring annual payments in excess of $100,000 (each, a “Company Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is, to the Company’s Knowledge, valid and in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Subsidiary owesLease, has violated any provision of, or will owe in taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the future based on arrangements currently in existenceprovisions of such Company Lease, any brokerage commissions or finder’s fees with respect to any Real Property Lease; and (viiiii) none of neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a5.20(a) of the Company Skyworks Disclosure Letter Schedule sets forth a true true, complete and complete correct list, as of the date hereofAgreement Date, of all the street address of the real property owned in fee simple by the Company or any each parcel of the Company Subsidiaries (the “Company Skyworks Owned Real Property”), as well as a list of any Contracts to acquire any real property by Skyworks or any Skyworks Subsidiary. Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse EffectEffect on Skyworks, either Skyworks and/or the Company or the Company Subsidiaries: (i) applicable Skyworks Subsidiary has good good, valid and valid marketable fee simple title to all of the Company Skyworks Owned Real Property, free and clear of all Liens other than (except for Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there ). There are no outstanding options or agreements, options, rights of first offer or refusal rights of first refusal, leases, licenses, subleases or other occupancy agreements granting to purchase any third party any right to purchase, use, occupy or enjoy any Skyworks Owned Real Property or any portion thereof or interest therein. To the Company extent in the possession of Skyworks, Skyworks has made available to Qorvo complete and accurate copies of all deeds, mortgages, title insurance policies (or if none for the applicable property, title insurance commitments or title insurance reports for such property), surveys, zoning reports, leases, subleases and licenses for each Skyworks Owned Real Property. (b) Section 4.15(b5.20(b) of the Company Skyworks Disclosure Letter Schedule sets forth a true true, complete and complete listcorrect list of all leasehold or subleasehold estates or other license or occupancy agreements (whether written or oral), and all amendments or modifications thereto (collectively, the “Skyworks Real Property Leases”) held by Skyworks or any Skyworks Subsidiary as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease Agreement Date (the “Company Leased Real Property” and, together with the Company Owned Real Propertycollectively, the “Company Skyworks Leased Real Property”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, interfere in any material respects with respect to the Company current use and operation of the Skyworks Leased Real Property by Skyworks and the Skyworks Subsidiaries, each Real Property Lease: (i) each Skyworks Real Property Lease is in full force and effect, and the Company Skyworks or a Company Skyworks Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment in all of the Company Skyworks Leased Real Property under such Property, free and clear of all subtenancies and other occupancy rights, and Liens (except for Permitted Liens). All parties to each Skyworks Real Property Lease has not been disturbed are in material compliance with the terms thereof and there are no disputes material defaults thereunder or events, which with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or notice, or both, would constitute such a breachmaterial default. Skyworks has made available to Qorvo complete and accurate copies of each of the Skyworks Real Property Leases described on Section 5.20(b) of the Skyworks Disclosure Schedule. (c) Except as would not reasonably be expected to have a Material Adverse Effect on Skyworks, violation with respect to each Skyworks Owned Real Property and each Skyworks Leased Real Property: (i) neither Skyworks nor any of the Skyworks Subsidiaries has received written notice of any pending or defaultthreatened eminent domain, condemnation, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part similar taking proceedings; (ii) neither Skyworks nor any of the Company Skyworks Subsidiaries has received any written notice that would reasonably be likely to cause either Skyworks or any Company Subsidiaryof the Skyworks Subsidiaries to materially curtail its operations at such property, nor, or that would reasonably be expected to materially impair such operations; (iii) to the Knowledge of the CompanySkyworks, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such each Skyworks Owned Real Property Lease has been applied in respect of a breach or default under such and each Skyworks Leased Real Property Lease which has is in compliance with all applicable Laws, except as would not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owesreasonably be expected to be material, individually or will owe in the future based on arrangements currently in existenceaggregate, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of Skyworks and the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinSkyworks Subsidiaries, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Lienstaken as a whole; and (ixiv) none of all utilities presently serving the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Skyworks Owned Real Property and Skyworks Leased Real Property or any portion thereofare presently adequate to service the existing normal operations of Skyworks and the Skyworks Subsidiaries.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) The Company and its Subsidiaries have a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company and its Subsidiaries use or occupy or have the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.15(a4.23(b) of the Company Disclosure Letter sets forth a true true, correct and complete list, list of all Leased Real Property as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”)this Agreement. Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress material to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete listits Subsidiaries, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a each Real Property Lease (i) is a valid and binding obligation of the “Company Leased Real Property” or its Subsidiary that is party thereto and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property knowledge of the Company, of each other party thereto, and each Real Property Lease: (i) each Real Property Lease is in full force and effect, subject to the Bankruptcy and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; Equity Exception, (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of uncured default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect Lease, and (iii) no Circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Real Property Lease which has not been re-deposited in full; (vi) neither Lease. Neither the Company nor any Company Subsidiary owesof its Subsidiaries has received any written notice of the intention of any other party to a Real Property Lease to terminate for default, convenience or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to otherwise any Real Property Lease; (vii) none , nor is any such party, to the knowledge of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinCompany, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of threatening to do so. Neither the Company or nor any Company Subsidiary has subleasedof its Subsidiaries are currently subleasing, licensed licensing or otherwise granted granting any person the Person any right to use or occupy Leased Real Property. True, correct and complete copies of each Real Property Lease, any Company amendment thereto and any agreement between the landlord and tenant or any third party relating to or impacting the terms and provisions of any Real Property Lease, have been made available to Parent. (c) To the knowledge of the Company, no petition or application to rezone or otherwise alter or amend the land use regulations affecting the Leased Real Property is pending or threatened. Neither the Company nor any portion thereofof its Subsidiaries has received any written notice of any violation of Applicable Laws, including zoning and land use regulations affecting the Leased Real Property, and to the knowledge of the Company there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property. Neither the Company nor any of its Subsidiaries has received written notice of any pending improvements, Liens or special assessments from any Governmental Authority to be made against the Leased Real Property for which the tenant under the Real Property Leases would be responsible. To the knowledge of the Company, there are no pending or threatened proceedings in eminent domain or condemnation against any of the Leased Real Property that are material to the Company or its Subsidiaries.

Properties. (a) Section 4.15(a) 3.15 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of its Subsidiaries in fee simple that is material to the Company Subsidiaries and its Subsidiaries, taken as a whole (collectively, the “Company Owned Real Property”)) identifying the owner and address thereof. Except The Company or one of its Subsidiaries (i) has good, valid and marketable title to the Owned Real Property, (ii) has a valid leasehold or sublease interest or other comparable contract right in respects the real property that the Company or any of its Subsidiaries leases, subleases or otherwise occupies without owning (collectively, the “Leases”) that is material to the Company and its Subsidiaries, taken as a whole, (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) and (iii) has good, valid and marketable title to, or has a valid leasehold, sublease interest or other comparable contract right in, the other tangible assets and properties necessary to the conduct of the business as currently conducted, except as have been disposed of in the ordinary course of business, in each case (A) free and clear of all Liens except for Permitted Liens and (B) except for such failures to have such title or interests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either . The Company and each of its Subsidiaries has complied with the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear terms of all Liens other than Permitted Liens; (ii) is Leases, and all Leases are in sole full force and exclusive possession of the Company Owned Real Property effect, except for such failures to comply or be in full force and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects effect that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the There is no real property owned in fee simple by Sapphire or its Subsidiaries that Relates to the Company Business (for this purpose, “Relating” shall be measured by reference to the relative proportion of Identified Employees to overall number of employees of Sapphire and its Subsidiaries associated with such leased, subleased, licensed or occupied real property). Sapphire or its Subsidiaries, as applicable, are not obligated or bound by any Contracts, options, rights of first refusal or other contractual rights to sell or acquire any real property that Relates to the Business. (b) Schedule 3.14(b) sets forth a true, complete and correct list as of the Company date hereof of the street address of each real property leased, subleased, licensed or occupied by Sapphire and its Subsidiaries and Relating to the Businesses (for this purpose, “Relating” shall be measured by reference to the relative proportion of Identified Employees to overall number of employees of Sapphire and its Subsidiaries associated with such leased, subleased, licensed or occupied real property) (collectively, the “Company Owned Leased Business Real Property”). Sellers have made available to Buyer true and complete copies of each lease, sublease, license and occupancy agreement for each Leased Business Real Property and all amendments, and supplements and guarantees thereto, other than the Specified Excluded Real Property Leases, (each, as so amended and supplemented, a “Transferred Real Property Lease”). Each Transferred Real Property Lease is referred to herein as a “Material Transferred Real Property Lease” and the real property leased subleased, licensed or occupied pursuant thereto is referred to herein as “Material Leased Business Real Property”. (c) Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected material to have the Businesses taken as whole, each Material Transferred Real Property Lease is valid, binding and in full force and effect, except for the Bankruptcy and Equity Exceptions and no uncured default on the part of any Seller or, if applicable, any Transferred Entity or, to the knowledge of Sellers, the owner thereunder exists with respect to any Material Leased Business Real Property. The applicable Seller or Transferred Entity has a Company Material Adverse Effectvalid leasehold interest in or contractual right to use or occupy, either as applicable, subject to the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all terms of the Company Owned Material Transferred Real PropertyProperty Lease, the Material Leased Business Real Property leased, subleased, licensed or occupied by it, free and clear of all Liens, except for Permitted Liens other than Permitted Liens; (ii) is in sole and exclusive possession except as would not be material to the Businesses taken as whole. Except as would not be material to the Businesses taken as whole, the applicable Seller or Transferred Entity has the right to use all of the Company Owned Material Leased Business Real Property for the full term of each such Material Transferred Real Property Lease (and any renewal options) relating thereto, and the applicable Seller or Transferred Entity has not assigned, transferred or pledged any interest in any of the Material Transferred Real Property Leases. Except as would not be material to the Businesses taken as whole, neither the whole nor any part of the Material Leased Business Real Property is subject to any pending suit or condemnation or any other taking by any Governmental Authority and, to the knowledge of Sellers, no such condemnation or other taking is threatened or contemplated. Except as set forth on Schedule 3.14(c), and except as would not be material to the Businesses taken as whole, there are no leases, licensessubleases, licenses or other Contracts granting to any Person the right of use or occupancy agreements or of any other similar arrangement portion of the Material Leased Business Real Property (except under the “Material Transferred Real Property Leases”) pursuant ). Except as would not be material to which any third party is granted the right to use any Company Owned Businesses taken as whole, all buildings, structures, facilities and improvements located on the Material Leased Business Real Property, other than Permitted Liens; including buildings structures, facilities and improvements which are under construction (iiicollectively, the “Improvements”) has sufficient right of ingress and egress to the Company Owned Real Property comply in all material respects with valid and enjoys peaceful current certificates of occupancy or similar Permits to the extent required by Laws for the use thereof, and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal conform in all material respects with all applicable Laws. Except as would not be material to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Businesses taken as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Propertywhole, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property LeaseImprovements are: (i) each Real Property Lease is in full force good operating condition and effect, repair (ordinary wear and the Company or a Company Subsidiary holds a valid tear excepted); and existing leasehold interest under each Real Property Lease; (ii) suitable and adequate for the possession continued use for the manner which they are presently being used. Except as would not be material to the Businesses taken as whole, the applicable Seller or Transferred Entity has timely paid all rents and quiet use and enjoyment of other charges to the Company Leased extent due under the Material Transferred Real Property under Leases and no applicable Seller or Transferred Entity has received any written, or to the knowledge of Sellers, other notice from any owner of such Material Leased Business Real Property Lease has not been disturbed and there are no disputes with respect to any such regarding a material default under the Material Transferred Real Property Lease; (iii) none Leases. Except as would not be material to the Businesses taken as whole, neither the whole nor any material portion of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Material Leased Business Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach damaged or default under such Real Property Lease destroyed by fire or other casualty which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect repaired to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofits original condition.

Properties. (a) Section 4.15(aSchedule 4.13(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (the “Company Owned Real Property”)) and for each parcel of Owned Real Property, identifies the correct street address (including business unit, if applicable) of such Owned Real Property. Except in respects thatNeither the Company nor any of its Subsidiaries has received any notice of any, and to the Knowledge of the Company there is no, default under any restrictive covenants, restrictions and conditions affecting the Owned Real Property and there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default under any such restrictive covenants, restrictions or conditions, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of the Owned Real Property. (b) Schedule 4.13(b) of the Company Disclosure Schedule contains a true and complete list of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries or which the Company or any of its Subsidiaries has the right to use or occupy (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the correct street address (including business unit, if applicable) of such Leased Real Property. True and complete copies of all agreements (including all material written modifications, amendments, supplements, waivers and side letters thereto) under which the Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date of this Agreement have been made available to Parent prior to the date hereof. (c) The Company and/or its Subsidiaries have good and marketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear, in each case, of all Liens other than Permitted Liens, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (d) Other than the Real Property Leases, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (e) Each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ leasehold interest in a parcel of Leased Real Property. (f) There does not exist any violations of building codes or pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to the Knowledge of the Company, any such proceedings that affect any Leased Real Property or, to the Knowledge of the Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the Company’s or any of its Subsidiaries’ present use, enjoyment and marketability of each such parcel of Owned Real Property or Leased Real Property. (g) The buildings and improvements on the Owned Real Property and the Leased Real Property are in good condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (h) The Company and each of its Subsidiaries are in possession of and have good title to, either or have valid leasehold interests in, all tangible personal property used in the business of the Company and each of its Subsidiaries, respectively, and all such tangible personal property is owned by the Company or the Company any of its Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) , or is leased under a valid and subsisting lease, and in any case, is in sole good working order and exclusive possession of the Company Owned Real Property condition, ordinary wear and there are no leasestear excepted, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatexcept as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.13(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of Schedule lists all of the real property properties owned in fee simple by the Company or any of the Company and its Subsidiaries (the “"Company Owned Property") and all real properties leased by the Company and its Subsidiaries as lessee (the "Company Leased Property"), which are all of the real properties owned or leased by them. The Company Owned Property and the Company Leased Property is referred to herein collectively as the "Company Real Property”). Except in respects that, individually or in the aggregate, ." (b) The Company and its Subsidiaries have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow the Company and its Subsidiaries, taken as a whole, to conduct its business of leasing property to third parties as currently conducted. The Company Real Property is not subject to any Encumbrances, except for any Permitted Encumbrances. (c) Except as set forth on Section 3.14(a) of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is Disclosure Schedule or as disclosed in sole and exclusive possession of the Company Owned SEC Reports, the Company Real Property and there are no leases, licenses, occupancy agreements is not encumbered by any material debt. (d) Valid policies of title insurance have been issued insuring the Company's or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress its applicable Subsidiary's fee simple title to the Company Owned Real Property or the Company's or its applicable Subsidiary's leasehold interest in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Leased Property. , as appropriate, in an amount at least equal to the original purchase price thereof, subject only to the matters disclosed in Sections 3.13(a), (b) Section 4.15(band (c) above together with the corresponding provisions of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Leasepolicies are, is at the date hereof, in breach or violation of, or in default under, such Real Property Lease, full force and effect and no event material claim has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute been made against any such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to policy. (e) To the Knowledge of the CompanyCompany all (i) certificates, on permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the part lawful use and operation of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such buildings and improvements on any of the Company Real Property Lease has have been applied obtained and are in respect full force and effect, except where the failure to maintain the same would not cause a Company Material Adverse Effect, and the Company does not have any Knowledge of a breach any pending threat or default under such modification or cancellation of the same. No Company Real Property Lease which has not been re-deposited in full; (vi) is located outside of the United States and neither the Company nor any of its Subsidiaries conducts its business of owning, leasing or operating properties outside of the United States. All work to be performed, payments to be made and actions to be taken by the Company Subsidiary owesor its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or will owe other similar action relating to a Company Real Property has been performed, paid or taken, as the case may be, and the Company has no Knowledge of any planned or proposed work, payments or actions that may be required after the date hereof pursuant to such agreements in each such case, which is, individually or in the future based on arrangements currently aggregate, material to the Company and its Subsidiaries taken as a whole. (f) The Company has not received any written notice or written notices of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity except for such notice or notices which would not have, individually or in existencethe aggregate, a Company Material Adverse Effect. Neither the Company nor any brokerage commissions of its Subsidiaries has received any written notice to the effect that any condemnation or finder’s fees rezoning proceedings are pending or threatened with respect to any Company Real Property, except where any such written notice of such a proceeding would not, individually or in the aggregate, cause a Company Material Adverse Effect. (g) Except as would not, individually or in the aggregate, cause a Company Material Adverse Effect, there is no (i) material structural defect relating to the Company Real Property, (ii) Company Real Property Lease; whose building systems are not in working order in any material respect or (viiiii) none physical damage to any Company Real Property in excess of $100,000 or current renovation or restoration of Company Real Property the remaining cost of which exceeds $100,000 for which there is no insurance in effect covering the cost of such damage, renovation or restoration, except for the payment by the Company of a deductible under the applicable insurance policy. (h) Each copy of any Company Lease which has been delivered to, or made available for review by, HCPI as of the date hereof has been a true and correct copy of such Company Lease as amended to date. True and correct copies of all other Company Leases, as amended, will be delivered to, or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest thereinmade available for review by, other than Permitted Liens; (viii) there are no Liens on HCPI reasonably promptly after the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofdate hereof.

Properties. (a) Section 4.15(a3.12(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as of the date hereof, list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (collectively, the “Company Owned Real Property”) and, for each Owned Real Property, identifies the street address thereof. The Shareholders have made available to the Purchaser correct and complete copies of the most recent deeds, title reports and title policies in its possession as of the date hereof with respect to the Owned Real Property (b) Section 3.12(b) of the Company Disclosure Schedule contains a true and complete list of all material real property leased or subleased by the Company or any of its Subsidiaries (collectively, including the improvements thereon, the “Leased Real Property”), and for each Leased Real Property, identifies the street address of such Leased Real Property. Correct and complete copies of all Contracts pursuant to which the Company or any of its Subsidiaries occupies or uses any material Leased Real Property (“Real Property Leases”) that have not been terminated or expired as of the date hereof have been made available to the Purchaser. (c) Except in respects thatas would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has and/or its Subsidiaries have good and valid marketable fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property, in each case free and clear of all Liens, except Permitted Liens. (d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, other than the Real Property Leases, none of the Owned Real Property or the Leased Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. (e) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Real Property Lease is in full force and effect and constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception), and there is no material default under any Real Property Lease either by the Company or its Subsidiaries party thereto or, to the Knowledge of the Company, by any other party thereto. (f) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, there does not exist any pending condemnation or eminent domain proceedings that affect any Owned Real Property or, to the Knowledge of the Company, any such proceedings that affect any Leased Real Property or, to the Knowledge of the Company, any threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any Owned Real Property or Leased Real Property. (g) The Company and its Subsidiaries have (i) valid leasehold interests in (in the case of leasehold interests in personal property) or (ii) good title to (in the case of all other personal property), all of the personal property used or held for use by them in their respective businesses, free and clear of all Liens other than Permitted Liens; (ii) . All of such tangible personal property is in sole good condition and exclusive possession repair, ordinary wear and tear excepted, and is usable in the ordinary course of business of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (its Subsidiaries as conducted on the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertydate hereof. (bh) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatwould not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the personal property of the Company Leased and its Subsidiaries (including all tangible and intangible personal property, whether owned, leased or licensed), together with the Owned Real Property and each the Leased Real Property Lease: (i) each Real Property Lease is in full force and effectProperty, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment include all of the Company Leased Real Property under such Real Property Lease has not been disturbed assets, properties and there are no disputes with respect to any such Real Property Lease; (iii) none rights of every type and description used by the Company or any Company Subsidiary has given of its Subsidiaries or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereoftheir respective business.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete list, Except as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or its Subsidiaries have good title to, or valid leasehold interests in, as applicable, all real property, personal property and assets reflected on the Audited Company Subsidiaries: (i) has good and valid fee simple title to Balance Sheet or acquired after December 31, 2021, including all of the Company Owned Material Real PropertyProperty Leases, free and clear of all Liens other than Permitted Liens; (ii) is , except as have been disposed of since the Audited Company Balance Sheet Date in sole and exclusive possession the ordinary course of business and, if after the Company Owned Real Property and there are no leasesdate hereof, licenses, occupancy agreements or any other similar arrangement (in accordance with the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right terms of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Propertythis Agreement. (b) The Company does not, nor do any of its Subsidiaries, own any real property. (c) Section 4.15(b3.15(c) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, list of all leases, subleases, licenses and other use and occupancy arrangements of the real property leased by for which the Company or any a Subsidiary of the Company Subsidiaries for which the is a tenant or subtenant, licensee or occupant having an annual rental value exceeds of $5,000,000 pursuant to a Real Property Lease 350,000 or more (such real property, the “Company Leased Real Property” andand each underlying lease, together with the Company Owned a “Material Real Property, the “Company Real PropertyProperty Lease”). Except in respects that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each lease or sublease under which the Company or any of its Subsidiaries leases or subleases any such Leased Real Property Lease is valid and in full force and effecteffect and, to the Knowledge of the Company, valid and enforceable against the other parties thereto (ii) neither the Company or nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Subsidiary holds a valid and existing leasehold interest under each Material Real Property Lease; (ii) , has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the possession provisions of such Material Real Property Lease, and quiet use and enjoyment of neither the Company Leased Real Property nor any of its Subsidiaries has received or given any notice in writing that there is a breach, violation or default under such any Material Real Property Lease has not been disturbed and there are no disputes with respect to any where such Real Property Lease; (iii) none of breach, violation or default remains uncured. Neither the Company nor any of its Subsidiaries has subleased or otherwise granted any Company Subsidiary has given Person the right to use or received occupy any written notice of default pursuant to any such Leased Real Property Lease; (iv) none of the Company or any Company Subsidiary Property. There is no condemnation proceeding pending or, to the Knowledge of the Company, threatened as to any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Material Real Property Lease on the part of the Company or nor any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease material casualty which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereoffully restored.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property (other than any interest in real property pursuant to Mortgage Loans). (b) Section 4.15(a3.14(b) of the Company Disclosure Letter sets forth a true and complete listforth, as of the date hereofof this Agreement, of all a list of the real property owned in fee simple by leases, subleases or other occupancies to which the Company or any of the Company its Subsidiaries is a party as tenant for real property and for which annual rent payments exceed $500,000 (the “Company Owned Real PropertyProperty Leases”). Except . (c) The Company or one of its Subsidiaries has valid leasehold title to each parcel of real property subject to a Real Property Lease, sufficient to allow each of the Company and its Subsidiaries to conduct their business as currently conducted, and has good and valid title to, or otherwise has the right to use, all material tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted reflected on the Company Balance Sheet or acquired after September 30, 2017, in respects thateach case, free and clear of all Liens, except (i) for Permitted Liens, (ii) for the property that has been disposed of or leased in the ordinary course of business or (iii) as would not reasonably be expected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, binding and in full force and effect, subject to the Enforceability Exceptions, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of neither the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to nor any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation Lease has violated any provision of, or in default under, such Real Property Lease, and no event has occurred taken or circumstance exists failed to take any act which, with the delivery of or without notice, the passage lapse of time time, or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none provisions of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a3.17(a) of the Company Disclosure Letter sets forth a true complete and complete list, as of the date hereof, accurate list of all of the real property owned in fee simple by the Company or any of the Company its Subsidiaries (collectively, the “Owned Company Owned Real Property”). With respect to the Owned Company Real Property: (i) the Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Company Real Property or any material portion thereof and (ii) there are no outstanding options, rights of first refusal, rights of first offer, rights of reverter or other third party rights to purchase such Owned Company Real Property that are material to the Acquired Companies, taken as a whole. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all material real property leased by any of the Acquired Companies (the “Leased Company Real Property” and together with the Owned Company Real Property, the “Real Property”). The Company has made available to Parent complete and correct copies of each lease, sublease, license, occupancy agreement, concession and other agreements (written or oral) with respect thereto (including all amendments, extensions, renewals, guaranties and other agreements with respect to Leased Company Real Property, and in the case of any oral agreement, a written summary of the material terms thereof) (each a “Company Real Property Lease”). Except in respects thatas, individually or in the aggregate, has not had and would not reasonably be expected to reasonably be expected to have a Company Material Adverse Effect, (1) neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Company Real Property Lease, and to the knowledge of the Company as of the date of this Agreement, no event or circumstance has occurred or exists that with or without notice or lapse of time or both would constitute a breach or default thereunder by the Company or and of its Subsidiaries, and (2) each Company Real Property Lease is a valid and binding obligation of the Company or a Subsidiary of the Company, as applicable, and is in full force and effect and enforceable against the applicable Company or Subsidiary of the Company. Each Acquired Company has a good and valid leasehold interest in each Leased Company Real Property free and clear of all Liens, except for Permitted Liens. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, no Acquired Company has leased, licensed or otherwise granted to any Person (other than the other Acquired Companies) the right to use or occupy any parcel of Leased Company Real Property or any portion thereof. (c) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, either there is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all knowledge of the Company Owned Real PropertyCompany, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession threatened, affecting any of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (bd) Section 4.15(b) With respect to the Company Disclosure Letter sets forth a true and complete list, as Real Property or any asset of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” andits Subsidiaries, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatexcept as, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a has good and valid title to such property or asset, free and existing leasehold interest under each Real Property Lease; clear of all Liens, other than any Permitted Liens. (iie) the possession and quiet use and enjoyment Except as listed on Section 3.17(e) of the Company Leased Real Property under such Real Property Lease Disclosure Letter, the Company has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant an outstanding violation of any applicable Law relating to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the material part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or written notice of condemnation, special assessment or the like, with respect thereto which, in any portion thereofsuch case, would reasonably be expected to have a Company Material Adverse Effect.

Properties. (a) Except as set forth in Section 4.15(a4.6(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as the Company or one of the date hereofAcquired Companies owns (i) good, valid and marketable fee simple title to each of the real properties identified in Section 4.6(a) of the Company Disclosure Schedule as being owned in fee (each a “Fee Owned Company Property” and, collectively, (the “Fee Owned Company Properties”) and (ii) a good, valid and marketable leasehold interest in each of the real properties identified in Section 4.6(a) of the Company Disclosure Schedule as being a leasehold interest (each a “Ground Leased Company Property” and, collectively, the “Company Properties”), which are all of the real property estate properties owned by them, in each case, except as provided below, free and clear of Encumbrances, except for Permitted Encumbrances. (b) The Company has made available or will make available to Parent all current policies of title insurance insuring the Company’s or the applicable Acquired Company’s fee simple title to Company Properties or leasehold interest in any property leased by an Acquired Company (each, a “Company Title Insurance Policy,” and collectively, the “Company Title Insurance Policies”). Except as set forth in Section 4.6(b) of the Company Disclosure Schedule, (x) no title insurance company that issued a Company Title Insurance Policy has disclaimed or challenged, in written notice to the Company or any Company Subsidiary, the validity or force and effect of any such Company Title Insurance Policy, and (y) no claim has been made by the Company or any Company Subsidiary against any such Company Title Insurance Policy. (c) Except as set forth in Section 4.6(c) of the Company Subsidiaries (Disclosure Schedule, neither the “Company Owned Real Property”). Except in respects thatnor any Company Subsidiary has received written notice of any violation of any Law or requirement affecting any of the Company Properties issued by any Governmental Entity which have not been cured, or which violations would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Except as provided for in Section 4.6(d) of the Company Disclosure Schedule, to the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties, or (ii) any Laws including any zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation has been violated for any Company Property, which in the case of clauses (i) and (ii) above would have or would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Section 4.6(e) of the Company Disclosure Schedule lists each lease, sublease or other right of occupancy that the Company or the Company Subsidiaries are party to as landlord with respect to any of the applicable Company Properties (each, a “Lease” and collectively, the “Leases”). The Company has made available to Parent correct and complete copies of all Leases, including all material amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof. Except as set forth in Section 4.6(d) of the Company Disclosure Schedule, (i) no tenant under any Lease has asserted in writing any set-off, claim, counterclaim or defense against the Company or Company Subsidiary or arising out of such Lease that remains outstanding, (ii) to the Knowledge of the Company, no tenant under any Lease is currently subject to any insolvency or bankruptcy proceeding, and neither the Company nor any of the Company Subsidiaries has Knowledge of any pending insolvency or bankruptcy proceeding involving any tenant under any Lease, (iii) to the Knowledge of the Company, no tenant under any Lease has “gone dark” and remains “dark” or given the Company or any Company Subsidiary written notice of its intention to “go dark” in the future (for the avoidance of doubt, any temporary COVID pandemic related adjustments to actual occupancy from time to time shall not be deemed “going dark”) and (iv) no purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or any similar option or right has been exercised under any of Lease. (f) There are no material rental, lease, or other commissions now due and payable or which will become due or payable with respect to the current term of any of the Leases and there are no material unpaid or pending tenant improvement costs and allowances or other concessions now due or payable in connection with any of the Leases or which may become due or payable, except, in each case, for leasing commissions, brokerage fees and tenant improvement costs and allowances or other concessions described on Section 4.6(f) of the Company Disclosure Schedule. (g) Except as set forth on Section 4.6(g) of the Company Disclosure Schedule or as otherwise expressly set forth in the Leases, (A) no tenant under any Lease has any right or option for additional space in the Company Properties, (B) no tenant under any Lease has a right or option to purchase all or any part of the leased premises or the building of which the leased premises are a part. (h) Except as set forth in Section 4.6(h) of the Company Disclosure Schedule and except for any statutory rights or options to occupy or purchase any Company Property in favor of Governmental Entity, no Company Property is subject to (i) any unexpired option agreements, rights of first offer, or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise acquire a Company Property or any portion thereof or (ii) any contract for sale or ground lease, or letter of intent to sell or ground lease, any Company Property or any portion thereof. (i) Except as set forth in Section 4.6(i) of the Company Disclosure Schedule, (i) there are no material Tax abatements or exemptions specifically affecting any of the Company Properties and (ii) neither the Company nor the Company Subsidiaries have received any written notice of (and the Company and the Company Subsidiaries do not have any Knowledge of) any proposed increase in the assessed valuation of any of the Company Properties, except in each case for any such Taxes or assessment that have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good and valid fee simple title to all of the Company Owned Real Property, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thathave, individually or in the aggregate, a Company Material Adverse Effect. (j) Except as set forth in Section 4.6(j) of the Company Disclosure Schedule, there is no uncured material violation of any Law (including, without limitation, any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law) that are the landlord’s responsibility as opposed to a tenant responsibility which, individually or in the aggregate, materially impairs the value, use, or enjoyment of the applicable Company Property or has otherwise had, or would reasonably be expected to have, a Company Material Adverse Effect. (k) Except as set forth in Section 4.6(k) of the Company Disclosure Schedule, no condemnation, eminent domain or similar proceeding is pending with respect to any Company Property. As of the date hereof, except as set forth in Section 4.16(k) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received any written notice to the effect that any condemnation or rezoning proceedings are threatened with respect to any of the Company Properties. (l) The rent rolls for each of the Company Properties, as of March 1, 2022, set forth in Section 4.16(l) of the Company Disclosure Schedule are the rent rolls utilized by the Company in the operation of the Company Properties. (m) Neither the Company nor any Company Subsidiary is in default beyond any applicable notice or cure periods under any restrictive covenant or reciprocal easement agreement or other similar agreements to which the Company or any Company Subsidiary is a party (each, an “REA”), except for violations or defaults that have not had been cured or which do not, and would not reasonably be expected to to, individually or in the aggregate, materially impair the value, use or enjoyment of the applicable Company Property or have a Company Material Adverse Effect, with respect to . Neither the Company Leased Real nor any Company Subsidiary has delivered a written notice to a party under any REA that such party is in default under such REA, except for any defaults that have been cured or which do not, and would not reasonably be expected to, individually or in the aggregate, materially impair the value, use or enjoyment of the applicable Company Property or have a Company Material Adverse Effect. (n) The Company and each Real Property Lease: of the Company Subsidiaries have good and valid title to all the material personal property and other non-real property assets reflected in their books and records as being owned by them (i) each Real Property Lease is including those reflected in full force and effect, the consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2021, except as since sold or a Company Subsidiary holds a valid otherwise disposed of in the usual, regular and existing leasehold interest under each Real Property Lease; ordinary course of business), free and clear of all Encumbrances, except for Permitted Encumbrances. (iio) the possession and quiet use and enjoyment Except as set forth in Section 4.6(p) of the Company Leased Real Disclosure Schedule, neither the Company, nor any Company Subsidiary is party to, nor is any Company Property under such Real Property Lease subject to, any property management, leasing or other similar agreement (each, a “Management Agreement” and collectively, the “Management Agreements”) providing for the management or leasing of any Company Property. One or prior to the date hereof, the Company has not been disturbed delivered Parent true, correct, and there are no disputes with respect complete copies of each Management Agreement. (p) The Company has delivered to any such Real Property Lease; Parent prior to the date hereof true, correct and complete copies of all ground leases (iiiand all amendments, modifications, supplements, renewals, extensions and guaranties relating thereto) none of granting a leasehold interest to the Company or any Acquired Company Subsidiary has given or received in any written notice Company Property (each a “Ground Lease”, and collectively, the “Ground Leases”), in effect as of default pursuant to any such Real Property Lease; (ivthe date hereof. Except as set forth in Section 4.16(p) none of the Company or Disclosure Schedule (i) neither the Company nor any Acquired Company Subsidiary oris and, to the Knowledge of the Company, any other party to such Real Property Leaseno ground lessor is, is in breach or violation of, or in default under, such Real Property any Ground Lease, and (ii) no event has occurred and is continuing that would result in a breach or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or defaultof, or permit a default under, any Ground Lease by the terminationCompany or any Acquired Company, modification or acceleration of rent under such Real Property Lease on or, to the part Knowledge of the Company or any Acquired Company, any other party thereto (in each case, with or without notice or lapse of time), (iii) each Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company Subsidiary, noror Acquired Company party thereto and, to the Knowledge of the Company, on the part of with respect to the other party parties thereto; , except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law) except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable Law affecting creditors’ rights generally and by general principles of equity, (iv) to the Company’s knowledge no ground lessor under any Ground Lease has asserted in writing any right of set-off or claim or counterclaim against the Company or any Acquired Company arising out of a Ground Lease that remains outstanding, (v) no security deposit or portion thereof deposited with respect to such Real Property each Ground Lease has been applied a remaining current term of no less than 30 years and no ground lessor under any Ground Lease has a right to cancel or terminate the Ground Lease prior to the end of the current term except as expressly set forth in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; Ground Lease, and (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company Acquired Companies has received written notice of any pending insolvency or bankruptcy proceeding involving any Company Subsidiary has collaterally assigned or granted ground lessor under any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Ground Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a5.18(a)(i) of the Company Parent Disclosure Letter sets forth a true and complete list, as list of the date hereof, address of all of the each real property owned in fee simple as of August 31, 2015 by the Company Parent or any Parent Subsidiary other than any Parent Corporate Office (all such real property, together with all right, title and interest of Parent and any Parent Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, in each case whether or not set forth in Section 5.18(a)(i) of the Company Subsidiaries (Parent Disclosure Letter, as updated in accordance herewith, are individually referred to herein as a “Parent Owned Property” and collectively referred to herein as the “Company Parent Owned Real PropertyProperties”). Except Section 5.18(a)(ii) of the Parent Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by Parent or any Parent Subsidiary as of August 31, 2015 other than any Parent Corporate Office (all such real property interests, together with all right, title and interest of Parent and any Parent Subsidiary in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has good all buildings, structures and valid fee simple title to all of the Company Owned Real Property, free other improvements and clear of all Liens other than Permitted Liens; fixtures located on or under such real property and (ii) is in sole all easements, rights and exclusive possession other appurtenances benefitting such real property, are individually referred to herein as a “Parent Leased Property” and collectively referred to herein as the “Parent Leased Properties”). All Parent Owned Property, together with all Parent Leased Property, may hereinafter be referred to individually or collectively as a “Parent Property” and the Parent Owned Properties and the Parent Leased Properties may be referred to individually or collectively, as the “Parent Properties.” Section 5.18(a)(iii) of the Company Owned Real Parent Disclosure Letter sets forth a list of the address of each real property which, as of August 31, 2015, is under contract by Parent or a Parent Subsidiary for purchase or which is required under a binding contract to be leased or subleased or licensed by Parent or a Parent Subsidiary. Neither Parent nor any Parent Subsidiary is (A) obligated to dispose of any material Parent Property and there are no leasesor (B) bound by any unexpired option to purchase, licensesright of first refusal or first offer, occupancy agreements right of reversion or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use purchase, ground lease or otherwise acquire any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Parent Property. (b) Parent or a Parent Subsidiary is the legal and beneficial owner of, and has good and insurable fee simple title or valid leasehold title (as applicable) to, each of the Parent Properties, in each case, free and clear of Liens except for Parent Permitted Liens. For the purposes of this Agreement, “Parent Permitted Liens” means (i) Liens set forth in Section 4.15(b5.18(b)(i) of the Company Parent Disclosure Letter sets securing any Indebtedness, (ii) Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such reserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and in compliance with, the procedures set forth in the applicable Parent Leases and/or Parent Residential Leases, (iii) Liens arising under any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Parent Leases and/or any Parent Residential Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, in each case (A) that are not violated by any current use, occupancy or activity conducted by Parent or any Parent Subsidiary or permitted by any Parent Lease and/or any Parent Residential Lease or (B) with respect to which Parent or a true and complete listParent Subsidiary is working in good faith to cure the underlying condition giving rise to such Lien or is disputing or contesting such Lien in good faith, as (vi) Liens that are disclosed on any title insurance policies with respect to each Parent Owned Property or surveys made available by or on behalf of Parent or any Parent Subsidiary to Parent prior to the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the Company or any Company Subsidiary has collaterally assigned or granted any other security interest validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Financial Statements (if such Real Property Lease or any interest thereinreserves are required pursuant to GAAP), other than Permitted Liens; (viii) there are no Liens on the estate which will be released or interest created by such Real Property Leaseinsured over before Closing, other than Permitted Liens; and (ix) none Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Parent Property, in each case covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the Company applicable Parent Property as currently used and operated, (xiii) Liens imposed by any homeowner’s association, including in connection with unpaid assessments or fines, or uncured violations of any Company Subsidiary has subleased, licensed or otherwise granted applicable homeowner’s association covenants and (xiv) any person the right to use or occupy any Company Leased Real Property or any portion thereofother Lien approved in writing by Company.

Properties. (a) The Company or one or more of its Subsidiaries has good, valid and marketable fee simple title to the Owned Real Property free and clear of any Encumbrances other than the Permitted Encumbrances, and no third party has an option to purchase the Owned Real Property. Section 4.15(a3.11(a) of the Company Disclosure Letter contains a true and complete list by address and legal description of the Owned Real Property as of the date hereof. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a true list, which is true, correct and complete list, in all material respects as of the date hereofof this Agreement, of (i) all of the real property owned in fee simple by leases, subleases, licenses and occupancy agreements under which the Company or any of its Subsidiaries is occupying the Company Subsidiaries premises as a tenant or subtenant (together with any and all amendments and modifications thereto and guarantees thereof, the “Real Property Leases”), (ii) the name of the current tenant and landlord thereunder and (iii) the address of such real property (the “Company Owned Leased Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (ias set forth on Section 3.11(b) has good and valid fee simple title to all of the Company Owned Real PropertyDisclosure Letter, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of neither the Company Owned nor any of its Subsidiaries has (A) mortgaged any interest in any such Real Property and there are no leasesLease, licenses, occupancy agreements or (B) transferred or assigned any other similar arrangement (the “Real Property Leases”) pursuant to which material interest in any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a such Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except not reflected in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each such Real Property Lease: (i) each . Each Real Property Lease is in full force and effecteffect and is valid and binding on the Company and its Subsidiaries, as applicable, and the Company or a Company Subsidiary holds a valid and existing leasehold interest its Subsidiaries, as applicable, are not in material default under each any Real Property Lease; (ii. Except as set forth on Section 3.11(b) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease Disclosure Letter, no ownership or leasehold interest identified on Section 3.11(b) of the Company Disclosure Letter has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of leased, subleased, transferred or assigned, in whole or in part, by the Company or any Company Subsidiary has given or received any written notice of default pursuant its Subsidiaries to any such Real Property Lease; another Person (iv) none of other than the Company or any of its Subsidiaries), except as would not reasonably be expected to result in a Company Subsidiary or, to the Knowledge Material Adverse Effect. (c) The transactions contemplated by this Agreement do not require any consent or approval of the Company, any other party to such any Real Property Lease, is Lease with an annual rent of $5,000,000 or more and will not result in the breach or violation of, or in default under, under any such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under will not otherwise cause any such Real Property Lease to cease to be in full force and effect on identical terms following the part closing, in each. (d) The Owned Real Property and the Leased Real Property constitute all the real property used or held for use in connection with, necessary for the conduct of, and material to, the business of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofits Subsidiaries.

Properties. (a) Neither the Company nor the Company Subsidiaries own any real property. Section 4.15(a) 4.21 of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, of this Agreement a list of all of the leases, subleases or coworking membership agreement for material real property owned in fee simple leased or used by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: Subsidiaries as tenant, lessee or member (iincluding as subtenant or sublessee) has good and valid fee simple title to all of the Company Owned Real Property(collectively, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Leased Real Property Leases” and the real property thereunder the “Leased Premises”) pursuant to which any third party is granted ). Neither the right to use Company nor any Company Owned Real Property, Subsidiary has any leased real property other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned those evidenced by a Leased Real Property Lease. The Leased Real Property Leases are in all material respects full force and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, effect as of the date hereof, of all of the real property leased by Company or any of this Agreement. Neither the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “nor any Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except Subsidiary is in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company default under any Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease nor has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of that it is in default pursuant to under any such Leased Real Property Lease; (iv) none of the Company or any Company Subsidiary or, and, to the Knowledge of the Company, any other party to such there is no outstanding landlord breach or default under a Leased Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part . The leasehold interests of the Company or any the applicable Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Subsidiary under each Leased Real Property Lease has been applied in respect of are not subject to any financing Lien that is not a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither Permitted Lien, and the Company nor and its Company Subsidiaries have not subleased or assigned any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, portion of any brokerage commissions or finder’s fees with respect Leased Premises to any Real Property Lease; Person (vii) none other than an Affiliate). Section 4.21 of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Disclosure Schedule identifies those Leased Real Property Leases for which the consent of, or prior notice to, the landlord or sublessor thereunder is required for the consummation of the Transactions. There are no conditions affecting any portion thereofof the improvements in which the Leased Premises are located that would have, individually or in the aggregate, a Company Material Adverse Effect.

Properties. (a) Section 4.15(a) Each of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company Owned Real Property”). Except has good and marketable title to, or valid leasehold interests in, all of its properties and assets except for defects in respects thattitle, easements, restrictive covenants and similar encumbrances that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The right, either the Company or the Company Subsidiaries: (i) has good title and valid fee simple title to all interest of the Company Owned Real Property, and the Company Subsidiaries in all such properties and assets is free and clear of all Liens, except for (i) Liens other than Permitted Liens; that are reflected in the Company Financial Statements or reflected in Section 4.22 of the Company Disclosure Schedule, and (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects thatLiens that would not, individually or in the aggregate, have not had a Company Material Adverse Effect. (b) Each of the Company and the Company Subsidiaries has complied with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect, except for any failure to so comply or any failure of such leases to be in full force and effect that would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect, with respect to the . The Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such leases, except as would not, individually or in the aggregate, have a Company Subsidiary holds a valid Material Adverse Effect. (c) The assets and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of properties owned or leased by the Company or any Company Subsidiary constitute all assets and properties necessary and sufficient to conduct the business of the Company and the Company Subsidiaries as currently conducted on the date hereof, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary owns any real property. Section 4.22 of the Company Disclosure Schedule sets forth a true and complete list of all material office Facilities, and other Facilities that are material to the operations of the Company, leased by the Company and the Company Subsidiaries. The Company has given or received any written notice made available to Parent and Merger Sub true and complete copies of default pursuant to any such Real Property Lease; (iv) none all material leases of real property under which the Company or any Company Subsidiary oris the tenant or subtenant. (e) Each building system, to the Knowledge of the Companystructure, any other party to such Real Property Leasefixture or improvement, is in breach owned, leased or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of used by the Company or any Company Subsidiary has collaterally assigned or granted any other security interest and required for the operation of its business, is in such Real Property Lease or any interest therein, other than Permitted Liens; all material respects in good working condition (viiireasonable wear and tear excepted) there are no Liens on and adequate for the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none operation of the business of the Company and the Company Subsidiaries as currently conducted on the date hereof, except as would not, individually or any in the aggregate, have a Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereofMaterial Adverse Effect.

Properties. (a) Subject to the immediately succeeding sentence, Section 4.15(a) 4.10 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of lists all of the Company Properties, and sets forth (i) the applicable Acquired Company owning such property and if not wholly owned, the fee owner and any joint venture party and (ii) the street address, town or city, and state in which each Company Property is located and (iii) whether any Company Property is subject to any financing. The Acquired Companies own fee simple title to the Company Properties, free and clear of Liens, except for Permitted Encumbrances. The Acquired Companies do not lease any real property owned in fee simple by as a tenant from any third party. None of the Company or Acquired Companies has received written notice of any violation of any Law affecting any portion of any of the Company Subsidiaries (the “Company Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and Properties issued by any Governmental Authority which violations would not reasonably be expected to have a Company Material Adverse Effect, either . None of the Company Acquired Companies has received written notice to the effect that there are (1) condemnation or the Company Subsidiaries: (i) has good and valid fee simple title rezoning proceedings that are pending or threatened with respect to all any of the Company Owned Real PropertyProperties or (2) zoning, free and clear building or similar Laws, codes, ordinances, Orders or regulations that are violated by the operation or use of all Liens any buildings or other than Permitted Liens; (ii) is in sole and exclusive possession improvements on any of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyProperties as currently conducted. (b) Section 4.15(b4.10(b) of the Company Disclosure Letter sets forth forth, as of December 31, 2024, a true true, correct and complete listlist of all Material Company Leases, as identifying the applicable Company Property (including the address thereof), the landlord, the tenant, square footage, annual base rent, the remaining term, which list is accurate in all material respects. As of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) the Company has delivered to or made available to Parent a copy of each Real Property Material Company Lease that is true and complete in all material respects, including any guarantees, modifications, amendments, extensions and/or assignments thereto or thereof, which copies are accurate in all material respects (ii) to the Knowledge of the Company, each Material Company Lease is in full force and effect, and the no Acquired Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary ornor, to the Knowledge of the Company, any other party to such Real Property a Material Company Lease, is in breach default beyond any applicable notice and cure period under any Material Company Lease, which default is in effect on the date of this Agreement, and (iii) no Acquired Company has, prior to the date hereof, received from any counterparty under any Material Company Lease a written notice from the tenant of any intention to vacate and terminate prior to the end of the term of such Material Company Lease. Except as set forth on Section 4.10(b) of the Company Disclosure Letter or violation ofexcept as has been resolved prior to the date hereof, as of the date of this Agreement, (A) no tenant under any Material Company Lease is currently asserting in writing a right to cancel or terminate such Material Company Lease prior to the end of the current term, and (B) no Acquired Company has received notice of any insolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material Company Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected, individually or in default underthe aggregate, such Real Property Leaseto be a Company Material Adverse Effect. The Company has delivered to or made available to Parent a copy of all leases and occupancy agreements at the Company Properties, which are true, correct and complete in all material respects. (c) Section 4.10(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Third Party Management Agreements, identifying the applicable property address, the owner, and the Acquired Company that is acting as manager. As of the date hereof, (i) the Company has delivered to or made available to Parent a copy of each Third Party Management Agreement that is true and complete in all material respects, and (ii) to the Knowledge of the Company, each Third Party Management Agreement is in full force and effect, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Acquired Company or any Company Subsidiary, Party nor, to the Knowledge of the Company, any other party to a Third Party Management Agreement, is in default beyond any applicable notice and cure period under any Third Party Management Agreement, which default is in effect on the part date of this Agreement. (d) The Acquired Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property owned, used or held for use by them, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be a Company Material Adverse Effect. The Acquired Companies’ ownership of any such personal property is not subject to any Liens, other than Permitted Encumbrances. (e) The property data tape set forth on Section 4.10(e) of the other party thereto; (v) no security deposit or portion thereof deposited Company Disclosure Letter sets forth true and correct information in all material respects, as of the date set forth thereon, with respect to such Real Property Lease the information contained therein. To the Knowledge of the Company, no base rent, fixed rent or additional rent has been applied paid more than one (1) month in respect advance by any tenant under any Material Company Lease. (f) Except as set forth in Section 4.10(f) of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company Disclosure Letter, except as would not have, or would not reasonably be expected to have, (individually or in the aggregate) a Company Material Adverse Effect, there are no outstanding options to purchase, rights of first refusal to purchase or first offer to purchase or any other rights to purchase or otherwise acquire an ownership interest in any Company Property in favor of any Person. (g) Except as set forth in Section 4.10(g) of the Company Disclosure Letter, none of the Acquired Companies (nor any of its Affiliates) has engaged any Person (other than another Acquired Company) to operate or manage any of the Company Subsidiary owesProperties pursuant to any agreement that remains in effect as of the date hereof. (h) Except as set forth in Section 4.10(h) of the Company Disclosure Letter, as of the date hereof, there is no existing or will owe in ongoing capital expenditure project or construction or development project occurring at any Company Property. (i) To the future based on arrangements currently in existenceKnowledge of the Company, any brokerage commissions or finder’s fees except for loan documents with respect to Indebtedness secured by any Real Company Property Lease; entered into in the ordinary course of business or as otherwise set forth on Section 4.13(i) of the Company Disclosure Letter, (viii) there are no agreements which restrict any Acquired Company from transferring such Company Property, and (ii) none of Acquired Companies and none of the Company Properties is subject to any restriction on the sale or other disposition of or on the financing or release of financing of any Company Subsidiary has collaterally assigned Properties, except, in each case, as would not have, or granted any other security interest would not reasonably be expected to have, (individually or in such Real Property Lease or any interest thereinthe aggregate) a Company Material Adverse Effect. (j) Except as set forth on Section 4.10(j) of the Company Disclosure Letter, other than Permitted Liens; (viii) there are no Liens on ongoing or planned alterations, renovations, additions or improvements to the estate Company Properties outside the ordinary course of business. (k) To the Knowledge of the Company, there are no pending or interest created by such Real Property Leasecontemplated zoning changes, other than Permitted Liens; and (ix) none “floor area ratio” changes, variances, special zoning exceptions, conditions, or agreements affecting or potentially affecting any of the Company or Properties. (l) Except as set forth on Section 4.10(l) of the Company Disclosure Letter, to the Knowledge of the Company as of the date hereof, the Company Properties, including, without limitation, all material improvements, building systems and structural components are in operating condition and repair, ordinary wear and tear excepted. (m) There (i) has not been, to the Knowledge of the Company, in the past (12) months, and (ii) is not, as of the date of this Agreement, any material casualty affecting any Company Subsidiary has subleasedProperty, licensed and there is not, as of the date of this Agreement, any disrepair or otherwise granted damage that remains unrepaired, due to any person the right to use or occupy prior casualty, if any, materially and adversely affecting any Company Leased Real Property. (n) Except as set forth on Section 4.10(n) of the Company Disclosure Letter, and except with respect to the transactions contemplated pursuant to this Agreement, no Acquired Company is a party to any binding commitment, binding term sheet, binding letter of intent or binding agreement to (i) acquire any real property or sell, transfer or convey, directly or indirectly, any Company Property or (ii) enter into any portion thereoflease, license or occupancy agreement with respect to a Company Property. (o) Section 4.10(o) of the Company Disclosure Letter sets forth, as of the date hereof, the top ten (10) tenants of the Company by annual rentals.

Properties. (a) Section 4.15(a) of the Company Disclosure Letter sets forth a true and complete listSchedule contains, as of the date hereofof this Agreement, a complete and correct list of all of the real property owned in fee simple in whole or in part by the Company or any of the and each Company Subsidiaries Subsidiary (such real property, the “Company Owned Real Property”). For the avoidance of doubt, such list need not include full legal descriptions of such real property to be deemed complete and correct. Except as set forth in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either Section 4.15(a) of the Company or the Company SubsidiariesDisclosure Schedule and other than Permitted Liens: (i) the Company and each Company Subsidiary has good and valid fee simple title to the Owned Real Property; (ii) all of the Company Owned Real Property, Property is owned free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than except for Permitted Liens; (iii) has sufficient right of ingress and egress to the Company or the applicable Company Subsidiary has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property in all material respects and enjoys peaceful and quiet possession or any portion thereof; and (iv) other than the rights of Parent pursuant to this Agreement, there are no outstanding options or options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (v) neither the Company Owned Real Propertynor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein relating to the business of the Company and the Company Subsidiaries. (b) Section 4.15(b) of the Company Disclosure Letter sets forth a true and complete listSchedule contains, as of the date hereofof this Agreement, a true and complete list of all leases, ground leases, subleases, sub-subleases, licenses and any other occupancy agreements to which the Company or any Company Subsidiary is a party and pursuant to which such base rent payments thereunder are in excess of $100,000 per annum (collectively, the “Real Property Leases” and such real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a each Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real PropertyLease, the “Company Leased Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Copies of all Real Property Leases (including all material amendments, modifications or guarantees, and each all related prime or master leases) have been made available to Parent. (c) Each Real Property Lease: (i) each Real Property Lease is in full force and effect, effect and constitutes the valid and legally binding obligation of the Company or a the applicable Company Subsidiary holds which is a valid party thereto, as applicable, enforceable in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency, reorganization, moratorium and existing leasehold interest under each Real Property Leaseother Laws affecting creditors’ rights generally and (B) rules of law governing specific performance, injunctive relief and other equitable remedies; and (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes except with respect to any such Permitted Liens with respect to the Real Property Lease; (iii) none of Leases, has not been assigned or taken as a security interest in any manner by the Company or any of the applicable Company Subsidiaries. Except as set forth on Section 4.15(c) of the Company Disclosure Schedule, other than Permitted Liens, neither the Company nor any applicable Company Subsidiary has assigned, subleased or otherwise transferred, in whole or in part, any Real Property Lease or any interest therein. (d) Except as set forth on Section 4.15(d) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received or given or received any written notice of any material default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orthat is outstanding and, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists whichthat with notice or lapse of time, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of material default by the Company or any Company Subsidiary, norin each case, during the past eighteen months prior to the date hereof, under any Real Property Lease, Management Agreement or USFS Permit and, to the Knowledge of the Company, no other party is in material default thereunder. To the Company’s Knowledge, no party to any Real Estate Lease, Management Agreement or any USFS Permit has exercised any termination rights with respect thereto. (e) Except as set forth on the part Section 4.15(e) of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) Company Disclosure Schedule, neither the Company nor any Company Subsidiary oweshas received any written notice from any Governmental Authority alleging any material defect or deficiencies or any material violation of any building, zoning, fire safety, health safety or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees other applicable law with respect to any structures, buildings, fixtures, equipment and other improvements (collectively, the “Facilities”) located on the Owned Real Property, the Leased Real Property Lease; or the USFS Permitted Property that are material to the operation of the business of the Company and the Company Subsidiaries, taken as a whole, as now being conducted and for which remain uncured. (viif) none Except as would not materially and adversely impair the operations of the business of the Company and the Company Subsidiaries as the same is currently conducted, all chairlifts, buildings, access roads, snow-making operations, ski runs and other material Facilities used in connection with the business of the Company and the Company Subsidiaries as now being conducted, are located on (i) Owned Real Property, Leased Real Property or the USFS Permitted Property, or (ii) recorded easements or other written agreements in favor of the Company or a Company Subsidiary that allow the existence, operation and maintenance of the applicable chair lifts, buildings, access roads, snow-making equipment, ski runs or other Facilities. (g) The Real Property constitutes all of the material real property used in the business of the Company and the Company Subsidiaries as currently conducted and is sufficient for the operation thereof as currently conducted. With respect to the Real Property, neither the Company nor any Company Subsidiary has collaterally assigned received any written notice from any Governmental Authority threatening a suspension, revocation, modification or granted cancellation of any other security interest in such Real Property Lease or any interest thereincertificates of occupancy, other than Permitted Liens; (viii) there are no Liens on permits, licenses, franchises, approvals and authorizations which would materially and adversely affect the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none operation of the business of the Company as currently conducted and which remains uncured. To the Company’s Knowledge, there does not exist any pending or threatened condemnation or eminent domain proceedings, lawsuits or similar administrative actions that affects any of the Real Property in any material respects and neither the Company nor any Company Subsidiary has subleasedreceived any written notice of the intention of any Governmental Authority to take or use any of the Real Property on a permanent basis or in any way which would materially and adversely affect the use of the Real Property as currently conducted. (h) To the Knowledge of the Company, licensed the Company and the Company Subsidiaries possess (whether by ownership in fee, lease, license, permit or otherwise granted any person contract) all material Water Rights as are necessary and sufficient (based on historical availability of water pursuant to such Water Rights) for the operation of the business of the Company and the Company Subsidiaries as currently conducted. The Company and the Company Subsidiaries have (i) the right to use and control all of such Water Rights, (ii) filed or occupy any Company Leased Real Property caused to be filed all material forms and documents required by applicable Law or any portion thereofGovernmental Authority to preserve such Water Rights; and (iii) have obtained, maintained and are in compliance in all material respects with all necessary Consents for groundwater and surface water withdrawals and for the storage facilities and dams that are needed for the operation of the business of the Company and the Company Subsidiaries as such business is currently conducted. To the Knowledge of the Company, there is no written notice or threat from any Governmental Authority of the imminent and material diminution of the Water Rights held by the Company or the Company Subsidiaries.

Properties. (ai) Section 4.15(a4.11(a)(i) of the Public Company Disclosure Letter Schedule sets forth a true complete and complete list, as of the date hereof, correct list of all of the real property owned in fee simple by the Public Company or any of the Company its Subsidiaries (the “Public Company Owned Real Property”). Except in respects that, individually ) and (ii) Section 4.11(a)(ii) of the Public Company Disclosure Schedule sets forth a complete and correct list of all real property leased or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the subleased by Public Company or its Subsidiaries (“Public Company Leased Real Property”). (b) Except as set forth in Section 4.11(a)(i) of the Public Company Subsidiaries: (i) has Disclosure Schedule, Public Company and each Subsidiary have good and valid merchantable title in fee and simple title to all of the Public Company Owned Real Property, free and clear of all Liens other than Permitted mortgages, pledges, Liens; , security interests, claims, restrictions or encumbrances of any kind. All improvements on the Public Company Real Properties, and the operations conducted therein, conform in all material respects to all applicable health, fire, safety, zone and building laws, ordinances and administrative regulations. (iic) is in sole and exclusive possession of the Company Owned Real Property and there There are no leases, licenses, occupancy agreements pending or threatened condemnation proceedings with respect to any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted the right to use any portion of Public Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right or litigation or administrative actions relating to any portion of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Public Company Owned Real Property. (bd) Section 4.15(bThe buildings, driveways and all other structures and improvements upon the Public Company Owned Real Properties are within the boundary lines of such Public Company Owned Real Properties (and do not encroach upon the property of, or otherwise conflict with the property rights of, any other person or entity) and there are no outstanding requirements by any insurance company which has issued a title policy covering any such property which is a condition to continued coverage under such policy at the Company Disclosure Letter sets forth a true and complete listcurrent insurance premium. (e) No Person, as other than Public Company, is in possession of all or any portion of the date hereof, of all of the real property leased by Public Company Owned Real Properties or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Public Company Leased Real Property” andProperties under any unrecorded leases, together with tenancy at will or otherwise. (f) Public Company, during the time of ownership of the Public Company Owned Real PropertyProperties, has neither conveyed any portion of the “Public Company Owned Real Property”). Except in respects thatProperties nor done any act or allowed any act to be done which has changed or could change the boundaries of the Public Company Owned Real Properties, individually or except as disclosed in the aggregate, have not had real estate records of the counties in which the Public Company Owned Real Properties are located. (g) All of the leases and would not reasonably be expected subleases to have a Company Material Adverse Effect, with respect to the which any Public Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is subject are in full force and effect, and neither Public Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of Public Company or a any Subsidiary under any such leases or subleases, or affecting or questioning the rights of Public Company or any Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) to the continued possession and quiet use and enjoyment of the any Public Company Leased Real Property under any such lease or sublease. (h) Public Company has allowed no easements, rights of way, continuous driveway usage, drain, sewer, water, gas or oil pipeline or other rights of passage to others over the Public Company Owned Real Properties and has no knowledge of such adverse rights. (i) All Public Company Owned Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Public Company Leased Real Property and related improvements are supplied with utilities and other services necessary for the operation of the facilities currently operated on the property. (j) Public Company and its Subsidiaries have good and valid title to, or any portion thereofgood and valid leasehold interests in, all of their respective properties and assets. Except as disclosed in Section 4.11(j) of the Public Company Disclosure Schedule, all of the property and assets of Public Company and its Subsidiaries are owned free and clear of all Liens.

Properties. (a) Section 4.15(aSubject to the immediately succeeding sentence, Part 3.6(a) of the Company Disclosure Letter sets forth a true and complete list, Schedule lists the common street address for all real property owned by the Acquired Companies in fee as of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries hereof (the “Company Owned Real Property”)) and sets forth the Subsidiary owning such Company Owned Real Property. Except in respects thatas would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: (i) has Acquired Companies have good and valid fee simple title to all Company Owned Real Property, in each case free and clear of all Liens except for Company Permitted Liens. (b) Subject to the immediately succeeding sentence, Part 3.6(b) of the Company Owned Disclosure Schedule lists the common street address for all real property in which an Acquired Company holds a ground lease interest in any real property (the “Company Ground Leased Real Property”), each ground lease (or ground sublease) with a Third Party pursuant to which any Acquired Company is a lessee (or sublessee) as of the date hereof, including each amendment or guaranty related thereto (individually, a “Company Ground Lease” and collectively, “Company Ground Leases”) and the applicable Acquired Company holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies hold a good and valid leasehold interest in the Company Ground Leased Real Property free and clear of all Liens except for Company Permitted Liens. Accurate and complete copies of the Company Ground Leases have been made available to the Parent Parties. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Company, as of the date hereof, none of the Acquired Companies has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Company Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Company Real Property, free and clear of all Liens other than Company Permitted Liens; . (iid) Except as set forth in Company Management Agreement Documents, no Acquired Company is in sole and exclusive possession a party to any material agreement pursuant to which a Person other than an Acquired Company manages or manages the development of any of the Company Owned Real Property and there are no leases, licenses, occupancy agreements that is not terminable without cost or any other similar arrangement (penalty by the “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real PropertyAcquired Companies within 30 days. (be) Section 4.15(bExcept as set forth on Part 3.6(e) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, of all of the (i) no Acquired Company has exercised any Company Transfer Right with respect to any real property leased by Company or any Person in an amount in excess of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that1,000,000, individually or in the aggregate, have which transaction has not had yet been consummated and (ii) no Third Party has exercised in writing any Company Transfer Right with respect to any Company Subsidiary or Company Real Property, which transaction has not yet been consummated. (f) Part 3.6(f) of the Company Disclosure Schedule lists each real property or leasehold interest in any ground lease (or sublease) conveyed, transferred, assigned or otherwise disposed of by any Acquired Company since January 1, 2014, except for easements or similar interests. Other than as set forth in Part 3.6(f) of the Company Disclosure Schedule, to the Knowledge of the Company, as of the date hereof, no Acquired Company has received any written notice of any outstanding claims under any Company Prior Sale Agreements which would not reasonably be expected to result in liability to any Acquired Company in an amount, in the aggregate, in excess of $500,000. To the Company’s Knowledge, none of the Acquired Companies has received any written notice of any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Company Real Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect to any such Real Property Lease; (iii) none of the Company or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(aExcept for the Permitted Liens and except as set forth in Schedule 3.10(a), the Company and the Subsidiary have good and marketable title to, or in the case of leased property and assets, have valid leasehold interests in, or the right to use, all property and assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for properties and assets sold since the Balance Sheet Date in the Ordinary Course of Business. (b) Except as set forth in Schedule 3.10(b), none of the Company Disclosure Letter sets forth a true properties and complete listassets (whether real, as of personal, tangible or intangible) reflected on the date hereof, of all of the real property owned in fee simple Balance Sheet or acquired by the Company or the Subsidiary after the Balance Sheet Date are subject to any of Lien, except Permitted Liens. (c) Except as set forth in Schedule 3.10(c), with respect to all real property owned by the Company Subsidiaries or the Subsidiary (the “Company Owned Real Property”), there is no condemnation, expropriation or other Legal Proceeding in eminent domain pending or, to the Knowledge of the Company, threatened affecting any parcel of Owned Real Property or any interest therein. Except The Seller has made available to the Purchaser all title insurance policies, property condition reports, and surveys for each parcel of Owned Real Property. The Company or a Subsidiary has exclusive possession of each parcel of Owned Real Property. There are no outstanding options, rights of first offer, or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. Neither the Company nor the Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (d) The Seller has made available to the Purchaser a correct and complete copy of each lease, sublease, license or other Contract, currently in respects thateffect, individually under which any real property leased or in the aggregate, have not had and would not reasonably be expected subleased has been granted to have a Company Material Adverse Effect, either the Company or the Company Subsidiaries: Subsidiary (i) has good and valid fee simple title to all of the Company Owned Real Propertyeach, free and clear of all Liens other than Permitted Liens; (ii) is in sole and exclusive possession of the Company Owned Real Property and there are no leases, licenses, occupancy agreements or any other similar arrangement (the a “Real Property Leases”) pursuant to which any third party is granted the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company Owned Real Property in all material respects and enjoys peaceful and quiet possession thereof; and (iv) there are no outstanding options or rights of first offer or refusal to purchase the Company Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). Except in respects that, individually ) or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and occupied or used by the Company or the Subsidiary (each, a “Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there are no disputes with respect ”), as amended to any such Real Property Lease; (iii) none of date. Neither the Company or the applicable Subsidiary party to any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary orLease nor, to the Knowledge of the Company, any other party to any such Real Property Company Lease, is in breach or violation of, or in default under, such Real Property Leasedefault, and no event has occurred or circumstance exists (including the failure to obtain any consent) which, with the delivery of notice, the passage notice or lapse of time or both, would constitute such a breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor or permit termination or material modification of, or acceleration of a material amount of rents due under, any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ix) none of the Company or any Company Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy any Company Leased Real Property or any portion thereof.

Properties. (a) Section 4.15(a) 3.8 of the Company Disclosure Letter Schedule sets forth a true the address and complete list, as description of the date hereof, of all of the real property owned in fee simple by the Company or any of the Company Subsidiaries (the “Company each Owned Real Property”). Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected With respect to have a Company Material Adverse Effect, either the Company or the Company Subsidiarieseach Owned Real Property: (i) except as set forth in Section 3.8 of the Disclosure Schedule, the Company or a Subsidiary thereof (as the case may be) has good and valid marketable fee simple title to all of the Company such Owned Real Property, which shall be free and clear of all Liens other than as of the Closing, except for Permitted Liens; , (ii) is except as set forth in sole and exclusive possession Section 3.8 of the Disclosure Schedule, Company Owned Real Property and there are no leases, licenses, occupancy agreements or a Subsidiary thereof has not leased or otherwise granted to any other similar arrangement (the “Real Property Leases”) pursuant to which any third party is granted Person the right to use any Company Owned Real Property, other than Permitted Liens; (iii) has sufficient right of ingress and egress to the Company or occupy such Owned Real Property in all material respects and enjoys peaceful and quiet possession or any portion thereof; and (iviii) there are no outstanding options or options, rights of first offer or rights of first refusal to purchase the Company such Owned Real Property. (b) Section 4.15(b) the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all of the real property leased by Company Property or any of the Company Subsidiaries for which the annual rental value exceeds $5,000,000 pursuant to a Real Property Lease (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”)portion thereof or interest therein. Except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, with respect to the Company Leased Real Property and each Real Property Lease: (i) each Real Property Lease is in full force and effect, and the Company or a Company Subsidiary holds a valid and existing leasehold interest under each Real Property Lease; (ii) the possession and quiet use and enjoyment of the Company Leased Real Property under such Real Property Lease has not been disturbed and there There are no disputes with respect to any such Real Property Lease; (iii) none of the Company proceedings in eminent domain or any Company Subsidiary has given or received any written notice of default pursuant to any such Real Property Lease; (iv) none of the Company or any Company Subsidiary other similar proceedings pending or, to the Knowledge of the Company, threatened, affecting any portion of the Owned Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any Owned Real Property. The current use of the Owned Real Property does not violate in any material respect any instrument of record or agreement affecting such Owned Real Property. There is no violation of any covenant, condition, restriction, easement, agreement or order of any governmental authority having jurisdiction over any of the Owned Real Property that affects such Owned Real Property or the use or occupancy thereof, except a violation which would not result in material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Owned Real Property that, individually or in the aggregate, has had or resulted in, or will have or result in, material Liabilities to the Company or any of its Subsidiaries or otherwise reasonably be expected to have a Material Adverse Effect. (b) Section 3.8 of the Disclosure Schedule sets forth the address of each leased real property, and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such leased real property (including the date and name of the parties to such Lease document). The Company has delivered to Purchasers a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in Section 3.8 of the Disclosure Schedule, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company's or its Subsidiary's possession and quiet enjoyment of the real property under such Lease has not been disturbed, and to the Company's Knowledge, there are no disputes with respect to such Lease; (iii) neither the Company or Subsidiary thereof nor any other party to such Real Property Lease, the Lease is in breach or violation of, or in default under, under such Real Property Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease on the part of the Company or any Company Subsidiary, nor, to the Knowledge of the Company, on the part of the other party thereto; (v) no security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) neither the Company nor any Company Subsidiary owes, or will owe in the future based on arrangements currently in existence, any brokerage commissions or finder’s fees with respect to any Real Property Lease; (vii) none of the Company or any Company Subsidiary has collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein, other than Permitted Liens; (viii) there are no Liens on the estate or interest created by such Real Property Lease, other than Permitted Liens; and (ixiv) none of the Company or any Company Subsidiary has and its Subsidiaries have not subleased, licensed or otherwise granted any person Person the right to use or occupy any Company Leased Real Property such leased real property or any portion thereof.