Common use of Properties Clause in Contracts

Properties. Section 3.7(a)(i) of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. Section 3.7(a)(i(a) of the Company Disclosure Letter sets Except as set forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”on Schedule 3.11(a), the date each of acquisition, Company and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) good, valid and marketable title to, or in the case of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), valid leasehold interests in, the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as free and clear of all Liens, except for Permitted Liens. (b) Schedule 3.11(b) contains a true and complete list 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. All such current leases which are material 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 applicable. (c) Schedule 3.11(c) contains a true and complete list of all of the leases, subleases, and other agreements under which Company and or any of its Subsidiaries taken as uses or occupies or has the right to use or occupy any real property (the "Real Property Leases" and the real property leased thereunder, the "Leased Real Property"), including the correct street address of each such real property. Company has made available to Parent copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto in Company's possession or control). (d) Each Real Property Lease is a whole are 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, are valid and effective in accordance with their respective termsto Company's Knowledge, by any other party thereto, and there is notno event has occurred that, under any of such leases, any existing default or event of default (or event which with notice or the lapse of time, time or the giving of notice or both, would constitute a default) default by Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All rent and other sums and charges payable by Company or 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 the Company’s 's Knowledge, by threatened condemnation or eminent domain proceedings that affect any other party thereto. The Company or its Subsidiaries currently occupies all of the Owned Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property Lease, and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the neither Company nor any Subsidiary has received any written notice of its Subsidiaries will be required the intention of any Governmental Entity or other Person to incur 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 cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement violations of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases building codes and/or zoning ordinances or other occupancy agreements for governmental or regulatory laws affecting the Real Property. The Company has obtained all material permits necessary for the present operation and use of each parcel of its Subsidiaries has performed all Owned Real Property and Leased Real Property. (f) Except as set forth on Schedule 3.11(f), none of its obligations under the Owned Real Property or the Leased Real Property is subject to any material termination agreements pursuant lease, sublease, license or other agreement granting to which it has terminated any leases other Person any right to the use, occupancy or enjoyment of such real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesor any part thereof.

Properties. Section 3.7(a)(i(i) of the Company Disclosure Letter sets forth a A list and description of all real property currently owned or leased by the Company CNB Financial or any a Subsidiary of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereonCNB Financial is set forth in CNB Financial’s Disclosure Letter. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under CNB Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of its obligations under a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material termination agreements in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which it CNB Financial or any of its Subsidiaries is lessee, leases real or personal property is valid and in full force and effect and neither CNB Financial nor any of its Subsidiaries, nor, to CNB Financial’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. A complete and correct copy of each such lease has terminated any leases of been provided or made available to United Financial Bancorp. All real property that owned or leased by CNB Financial or any of its Subsidiaries are no longer in effect a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by CNB Financial to be adequate for the current business of CNB Financial and its Subsidiaries. To the knowledge of CNB Financial, none of the buildings, structures or other improvements located on any real property owned or leased by CNB Financial or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) CNB Financial and each of its Subsidiaries has no good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, as are not material continuing liability in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of CNB Financial and its Subsidiaries that is leased rather than owned, neither CNB Financial nor any of its Subsidiaries is in default under the terms of any such terminated real property leaseslease.

Properties. (a) Neither the Company nor any Company Subsidiary owns any real property. (b) Section 3.7(a)(i5.15(b) of the Company Disclosure Letter sets forth contains, as of the date of this Agreement, a true and complete list of all real property currently owned by that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real as applicable (such property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), and sets forth a list of any and all leases, subleases, sub-subleases, licenses, sublicenses and occupancy agreements and purchase options for the name use of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications and amendments thereto, the “Real PropertyEstate Leases”). All such current leases which are material to The Company and/or one of the Company Subsidiaries, as the case may be, have and its Subsidiaries taken own good, valid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease, subject to proper authorization and execution of such Real Estate Lease by the other party thereto and Permitted Liens, except in each case, as a whole are enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. True and complete copies of all Real Estate Leases have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effecteffect and a valid, are valid binding and effective legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in accordance each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity; (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) except with their respective termsrespect to any Permitted Liens, and there is not, under has not been assigned in any manner by the Company or any of such leases, any the applicable Company Subsidiaries. (d) There is no existing material default or event of default (by the Company or any of the Company Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Estate Lease, nor, to the Knowledge of the Company, any event which with notice or lapse of time, time or both, both would constitute a default) material default thereunder by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by Subsidiary (as applicable) or any other party thereto. . (e) The Company or its Subsidiaries currently occupies Leased Real Property constitutes all of the real property occupied or otherwise used by the Company and the Company Subsidiaries as of the date hereof. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets business of the Company and the Company Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the presently conducted at such Leased Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.7(a)(i3.14(b) of the Company Disclosure Letter sets forth contains a true and complete list of all material real property currently owned leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary (including the improvements thereon, the “Leased Real Property”). The Leased Real Property constitutes all of the real property utilized in connection with the Company Business or the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent. (d) Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no material default under any Lease either by the Company or any of its Subsidiaries (or, to the “Owned Real Property”)Knowledge of the Company, the date of acquisitionby any other party thereto, and no event has occurred that, with the approximate square footages lapse of time or the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company giving of notice or its Subsidiariesboth, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth would constitute a list of all real property currently leased, licensed or subleased material default by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirementsthereunder. Neither the Company nor any of its Subsidiaries will be required to incur has assigned (collaterally or otherwise) or granted any material cost or expense for other security interest in any restoration or surrender obligations, of the Leases or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement interest therein. (e) To the Knowledge of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration Company, there are no pending or earlier termination of threatened condemnation or eminent domain proceedings that affect any leases or other occupancy agreements for the Leased Real Property. The Company has not received any written notice of the intention of any Governmental Entity or other Person to take any Leased Real Property. (f) The Company and each of its Subsidiaries Subsidiary has performed good title to, or a valid and binding leasehold interest in, all of its obligations under any the material termination agreements pursuant to which it has terminated any leases personal property owned or used by it, in each case free and clear of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesall Encumbrances other than Permitted Encumbrances.

Properties. (i) The Company and each Company Subsidiary has good, valid, insurable and marketable fee simple title to the Owned Company Properties and good and valid leasehold interest in the Leased Company Properties (together with the Owned Company Properties, the “Company Properties”), except (i) for Liens permitted by the penultimate sentence of this Section 3.7(a)(i3.20(a) and (ii) with respect to such Liens, individually or in the aggregate, such Liens have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.20(a) does not relate to Intellectual Property Rights matters, which are the subject of Section 3.17. The Company Properties and all components of all buildings, structures and other improvements located thereon are, in all material respects, adequate and sufficient, and in satisfactory operating condition, to support the operations of the Company and the Company Subsidiaries as presently conducted. Section 3.20(a) of the Company Disclosure Letter lists, as of the date hereof, each parcel of Owned Company Property. All of the Owned Company Properties are owned and all of the Leased Company Properties are leased free and clear of all Liens, except for (i) Liens (other than in connection with borrowed money) on Company Properties that, individually or in the aggregate, do not materially impair and would not reasonably be expected to materially impair, the continued use and operation of such Company Property to which they relate in the conduct of the Company and the Company Subsidiaries as presently conducted and (ii) Permitted Liens. To the Company’s Knowledge, there are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any material portion of the Owned Company Properties. (ii) None of the buildings, plants, structures, or equipment located on the Company Properties is in need of current maintenance or repairs which are scheduled to occur more than twelve (12) months after the Closing Date other than routine maintenance and repairs that are not material in nature or cost. To the Company’s Knowledge, there are no defects or conditions of the Owned Company Property that materially impairs the current use thereof by the Company or the Company Subsidiaries. Except as set forth on Section 3.20(a) of the Company Disclosure Letter, with respect to the Material Real Property, there are no proceedings pending or, to the Company’s Knowledge, threatened against or affecting the Owned Company Properties or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceeding that would have a Company Material Adverse Effect. Each of the Owned Company Properties that is a Material Real Property constitutes a separately subdivided or separately taxed parcel, is assessed separately from all other adjacent real property for purposes of real estate Taxes, and is not treated as part of any other real property for title, zoning or building purposes. To the Knowledge of the Company, none of the Owned Company Properties that is a Material Real Property is located in a flood hazard area as defined by the Federal Insurance Administration. (b) Section 3.20(b)(i) of the Company Disclosure Letter sets forth a list complete list, as of the date hereof, of all written Company Leases (or a written description of any oral Company Leases) for all of the parcels of Leased Company Property. The Company and each of the Company Subsidiaries has complied in all material respects with the terms of all leases, subleases and licenses entitling it to the use or occupancy of real property currently owned by third parties where the Company or any of its Subsidiaries holds an interest as tenant, subtenant, licensee or other similar party (the “Owned Real PropertyCompany Leases”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee Leases are valid and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid except, in each case, as, individually or in the aggregate, has not had and effective would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is in accordance with their respective termsexclusive possession of the properties or assets purported to be leased under all the Company Leases, except for (i) such failures to have such possession of material properties or assets as, individually or in the aggregate, do not materially impair and there is notwould not reasonably be expected to materially impair, under any the continued use and operation of such leases, any existing default or event material assets to which they relate in the conduct of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company’s and the Company Subsidiaries’ business as presently conducted and (ii) failures to have such possession of properties or any assets as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 3.20(b)(ii), of its Subsidiaries, orthe Company Disclosure Letter, to the Company’s Knowledge, by there are no leases, subleases, licenses, concessions or other agreements granting to any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties (other than the Company or any a Company Subsidiary) the right of its Subsidiaries have a right to occupy use or occupancy of any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination portion of any leases or other occupancy agreements for the Real Property. The premises subject to a Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLease.

Properties. Section 3.7(a)(iExcept as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) of the Company Disclosure Letter sets forth a list and its Subsidiaries have valid leasehold interests in each parcel of all real property currently owned used by the Company or any of its Subsidiaries, free and clear of all Liens, except for Permitted Liens, (ii) each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of the Company or a Subsidiary of the Company (as the “Owned Real Property”)case may be) and, to the date knowledge of acquisitionthe Company, each of the other parties thereto, and the approximate square footages of the land in full force and all buildings situated thereon. Except for the Owned Real Property currently owned by effect and enforceable in accordance with its terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto (except for such Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries such termination must be in the ordinary course of business), (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lease and (iv) neither the Company nor any of its Subsidiaries has ever owned received written notice that it has breached, violated or defaulted under any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedLease, licensed or subleased by nor has the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred delivered notice to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company to a Lease that such other party has breached, violated or its Subsidiaries currently occupies all defaulted under any Lease that remains uncured as of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirementsdate hereof. Neither the Company nor any of its Subsidiaries will owns any real property or has owned any real property during the past five years. Except as has not had and would not reasonably be required expected to incur any material cost have, individually or expense for any restoration or surrender obligationsin the aggregate, a Company Material Adverse Effect, the real property used by the Company or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries and any plants, buildings, structures and equipment thereon leased by the Company and its Subsidiaries have no defects, are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has performed all 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 are (and following the Closing will be) in possession of and have (and following the Closing will have) good title to, or valid leasehold interests in or valid rights under contract to use, the material machinery, equipment, furniture, fixtures and other material personal property and assets used by the Company or any of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesSubsidiaries.

Properties. Section 3.7(a)(iExcept for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) With respect to the real property owned by the Company or any its Subsidiaries (the “Company Owned Real Property”), as of the date of this Agreement, either the Company or a Subsidiary of the Company Disclosure Letter sets forth a list has good and valid title to such Company Owned Real Property, free and clear of all real property currently owned by Liens other than any Permitted Liens. (b) As of the date of this Agreement, either the Company or a Subsidiary of the 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 right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Owned Company Leased Real Property,” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.15(b) of the Company Letter sets forth a true, complete and correct list of all material Company Leased Real Property as of the date of acquisition, this Agreement. A true and the approximate square footages complete copy of each Company Real Property Lease as of the land and all buildings situated thereon. Except for the Owned date of this Agreement related to each material Company Leased Real Property currently owned by 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 Subsidiariesapplicable Subsidiary that is party thereto, neither and, to the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) knowledge of the Company Disclosure Letter sets forth a list of all real property currently leasedCompany, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessorother party or parties thereto, licensorin accordance with its terms in all respects, sublessorsubject to the Enforceability Exceptions, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Company Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are Lease is in full force and effect. Neither the Company nor its applicable Subsidiary nor, are valid and effective to the knowledge of the Company, any other party thereto, is, as of the date of this Agreement, in accordance with their respective terms, and there is not, breach or default under any Company Real Property Lease. To the knowledge of such leasesthe Company, any existing default as of the date of this Agreement, no event has occurred or event circumstance exists which, with the giving of default (or event which with notice or lapse notice, the passage of time, or both, would constitute a default) by the breach or default under any such Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Lease. (c) Neither the Company nor any of its Subsidiaries will be required has, from December 31, 2014 to incur any material cost or expense for any restoration or surrender obligationsthe date of this Agreement, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement received notice of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination existence of any leases outstanding Order or other 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 agreements for or operation by the Company or its Subsidiaries of the Company Owned Real Property or the Company Leased Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. Section 3.7(a)(i(a) As of the Company Disclosure Letter Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property”. All such current leases which are material to the Company Property and Leased Real Property of Target and its Subsidiaries taken which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a whole are Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, are and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Schedule 9.05(a) or (b), each of the Credit Parties has good title to all of its Owned Real Property and personal property and valid and effective leasehold interests in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of timeotherwise has the right to use), or both, would constitute a default) by the Company or any all of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Leased Real Property, except for subleases described in each case as is necessary to the conduct of its business in the Company Disclosure Letter pursuant ordinary course, free of all Liens other than Permitted Liens. Notwithstanding anything to which third parties have the right contrary contained above or elsewhere in this Agreement, from time to occupy Real Property. The time, if it comes to the knowledge of the Borrower that any of the Owned Real Property and the physical assets or Leased Real Property listed on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Company Initial Borrowing Date, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the Subsidiaries are, in all material respects, in good condition date hereof and repair and regularly maintained in accordance with standard industry practice and (iii) if it comes to the Company’s Knowledge knowledge of the Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Property listed on Schedule 9.05(a) is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will leased by CFL then such Leased Real Property shall automatically be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesdeemed removed from Schedule 9.05(a).

Properties. Section 3.7(a)(iExcept in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) of with respect to the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date Company or one of acquisitionits Subsidiaries, and the approximate square footages of the land and all buildings situated thereon. Except for as applicable, has good, marketable indefeasible fee simple title to the Owned Real Property currently owned by Property, free and clear of any Lien (other than Permitted Liens); (ii) with respect to the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed or subleased by the Company or any of its Subsidiaries to or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of lease, sublease, license or occupancy agreement for such property is valid, and binding on and enforceable by/against the lessorCompany or its Subsidiaries, licensoras applicable (except those which are cancelled, sublessor, master lessor and/or lessee and rescinded or terminated after the date of the leasethis Agreement in accordance with their terms and subject to applicable bankruptcy, licenseinsolvency, sublease or fraudulent transfers, reorganization, moratorium and other occupancy right laws, affecting creditors’ rights generally and each amendment thereto. The Owned Real Property general principles of equity), and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company knowledge of the Company, each other party thereto, and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under none of the Company or any of its Subsidiaries is in breach of or default under such leaseslease, any existing default sublease, license or occupancy agreement and no event of default (or event which has occurred which, with notice or notice, lapse of time, time or both, would constitute a defaultbreach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (iii) with respect to any real property leased, subleased or licensed by the Company or any of its SubsidiariesSubsidiaries to a third party, orthe lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the parties thereto (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity) and in full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (iv) 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 Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all knowledge of the Real Property for the operation of its business. No parties other than the Company Company, there are no facts or conditions affecting any of its Subsidiaries have a right the Improvements that, in the aggregate, would reasonably be expected to occupy any material Real Propertyinterfere with the current use, except for subleases described in occupancy or operation thereof. Section 4.18 of the Company Disclosure Letter pursuant to which third parties have the right to occupy Schedule contains a true and complete list of all Owned Real Property or Leased Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. Section 3.7(a)(i(a) of Neither the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company Seller nor any of its Subsidiaries has ever owned subsidiaries owns any real property. Section 3.7(a)(ii5.16(a) of the Company Seller Disclosure Letter sets forth a list of Schedule lists all real property currently leased, subleased or licensed to or subleased by the Company Seller or any of its Subsidiaries subsidiaries, including any leases or subleases otherwise used guaranteed by Seller or occupied by its subsidiaries (all of the Company foregoing being collectively referred to as ‘‘leases and subleases’’). The Seller has made available to the Seller true, complete and accurate copies of the leases and subleases (each as amended to date) relating to the leased property in Section 5.16(a) of the Seller Disclosure Schedule. With respect to each such lease and sublease: (i) the lease or sublease is a valid, binding and enforceable obligation of the Seller or its subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity; (ii) neither the Seller nor any of its Subsidiaries (subsidiaries, or to the “Leased Real Property”), the name knowledge of the lessorSeller, licensorany other party, sublessoris in breach or violation of, master lessor and/or lessee or default under, any such lease or sublease, and no event has occurred, is pending or, to the date knowledge of the leaseSeller, licenseis threatened, sublease or other occupancy right and each amendment thereto. The Owned Real Property and which, after the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any giving of such leases, any existing default or event of default (or event which with notice or the lapse of time, time or both, would constitute a default) breach or default by the Company Seller or any of its Subsidiariessubsidiaries, or, or to the Company’s Knowledgeknowledge of the Seller, by any other party thereto. The Company under such lease or its Subsidiaries currently occupies all of sublease; (iii) neither the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company Seller nor any of its Subsidiaries will subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or Encumbered any interest in the leasehold or subleasehold, or further leased, subleased or licensed or permitted any other Person to use or occupy the property subject thereto; and (iv) Seller or its subsidiaries have good, valid leasehold or subleasehold title to the premises leased pursuant to the leases and subleases, except as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect, and there are no Encumbrances applicable to the real property subject to any such lease or sublease, except for recorded easements, covenants and other restrictions which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Parent or its subsidiary, as the case may be, of the property subject thereto; and (v) there are no consents, permissions or approvals by any third party pursuant to any lease or sublease which may be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real the making of any lease or sublease by Seller or its subsidiaries, which have not been obtained, except for those, the failure of which would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect. (b) Except as set forth in Section 5.16(b) of the Seller Disclosure Schedule, the Parent and its subsidiaries own good title, free and clear of all Encumbrances, to all property leasesand assets necessary to conduct the business of the Seller as currently conducted, except for (i) Encumbrances reflected in the Seller Balance Sheet included in the Seller SEC Reports, (ii) Encumbrances or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, (iii) Encumbrances for current Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to Section 5.16(a)(iv) above). The Seller and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by the Seller or its subsidiaries as now used, possessed and controlled by the Seller or its subsidiaries, as applicable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Seller and its subsidiaries are in good condition, maintenance and repair, except for ordinary wear and tear, are useable in the ordinary course of business, and are reasonably adequate and suitable for the uses to which they are being put.

Properties. Section 3.7(a)(i(a) of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither Neither the Company nor any of its Subsidiaries has ever owned Subsidiary owns any real property. Section 3.7(a)(ii) The Company and the Subsidiaries have a valid leasehold interest in all leases of real property to which any of them is a party (collectively, the "LEASES"). A true and correct list of each such Lease is contained on Schedule 3.14(a). Each such Lease is a valid and binding agreement of the Company Disclosure Letter sets forth or a list of all real property currently leasedSubsidiary, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company case may be, and its Subsidiaries taken as a whole are is in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any . None of such leasesthe Company, any existing Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such material Lease, and, to the Knowledge of the Company, no event of default (or event which circumstance has occurred that, with notice or lapse of time, time or both, would constitute a defaultmaterial default thereunder. (b) by the Company or any of its Subsidiaries, or, With respect to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties property and assets other than the Company or any of its Subsidiaries have a right to occupy any material Real Propertyreal property ("OTHER PROPERTY"), except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries have good and valid title to, or a valid leasehold interest in, the Other Property (whether personal, tangible or intangible) used by them, located on their premises or reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for any Other Property sold since the Balance Sheet Date in the ordinary course of business consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Company and the Subsidiaries. (c) No Lease or Other Property is subject to any Lien, except: (i) as of the date hereof, Liens disclosed on the Balance Sheet or on the Interim Balance Sheet; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); (iii) Liens created by operation of law; (iv) Liens under the Post-Petition Bank Credit Agreement (which will be released at Closing); (v) Liens disclosed on Schedule 3.14(c) hereto; and (vi) Liens which do not materially detract from the value or materially interfere with any present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, in all material respectscollectively, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases"PERMITTED LIENS").

Properties. Section 3.7(a)(i(a) The Company or one of its Subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or one of its Subsidiaries, or that have been acquired after the date thereof and that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens other than the Permitted Liens. (b) Except as would not, individually or in the aggregate, have had or reasonably be expected to have a Company Material Adverse Effect: (i) each lease or license pursuant to which the Company and the Company Subsidiaries leases or licenses any real property (collectively, the “Leases”) is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company Disclosure Letter sets forth a list of all real property currently owned Company, each other party thereto and is in full force and effect; (ii) there is no breach or default under any Lease by the Company or any of its Subsidiaries (or, to the “Owned Real Property”), the date of acquisition, and the approximate square footages knowledge of the land and all buildings situated thereon. Except for Company, any other party thereto; (iii) no event has occurred that with or without the Owned Real Property currently owned by lapse of time or the Company giving of notice or its Subsidiaries, neither the Company nor both would constitute a breach or default under any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased Lease by the Company or any of its Subsidiaries or otherwise used or occupied by or, to the knowledge of the Company, any other party thereto; (iv) to the knowledge of the Company, the Company or any one of its Subsidiaries (that is either the “Leased Real Property”), tenant or licensee named under the name Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease for the full term of the lessor, licensor, sublessor, master lessor and/or lessee respective Lease free and clear of any Liens; and (v) the date Company and Company Subsidiaries are in possession of the leaseproperties purported to be leased or licensed thereunder, licensehave not assigned, sublease pledged, mortgaged, hypothecated or otherwise transferred any Lease, or portion thereof, and have not entered into with any other person (other than another wholly-owned subsidiary of the Company) any sublease, license or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are agreement that is material to the Company and its Subsidiaries Subsidiaries, taken as a whole are in full force and effect, are valid and effective in accordance with their respective termswhole, and there is not, under any that relates to the use or occupancy of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company all or any portion of its Subsidiariesany real property subject to a Lease, orexcept, in the case of (ii) and (iii), as would not reasonably be expected to the Company’s Knowledge, by any other party thereto. have a Company Material Adverse Effect. (c) The Company or its Subsidiaries currently occupies has made available to Purchaser correct and complete copies of all of the Real Property for the operation of its business. No parties other than the Company or Leases, including any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. amendments thereto. (d) Neither the Company nor any of its the Company Subsidiaries will be required to incur owns in fee any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesproperty.

Properties. Section 3.7(a)(i(a) of the Company Disclosure Letter sets forth a list of Schedule ‎3.9(a) lists all fee owned real property currently owned by the any Group Company or any of its Subsidiaries (the each, an “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee entity holding such Owned Real Property interest and the date street address of the lease, license, sublease or other occupancy right and each amendment theretoOwned Real Property. The Owned Real Property constitutes all of the real property utilized in 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 Leased Real Property shall be collectively referred to herein as the “Owned Real Property”. All such current leases which are material , have been made available to Buyer (in each case to the Company and its Subsidiaries taken as a whole are extent in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any the possession of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, ) prior to the Company’s Knowledgedate hereof. (c) Except as set forth on Schedule ‎3.9(c), with respect to each Owned Real Property: (i) the applicable Group Company has good and valid indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens and (ii) the Group Companies are in compliance in all material respects with any zoning, use, occupancy or similar requirements applicable to such Owned Real Property. (d) 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 is a party to any agreement or option to purchase any real property or 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 business at such Owned Real Property, no Group Company has Knowledge that the Owned Real 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 party theretotaking 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). The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than property and assets owned by the Company or any of its Subsidiaries have a right to occupy any material Real PropertyCompany Subsidiary, except for subleases described in the Company Disclosure Letter pursuant to or which third parties they otherwise have the right to occupy use, constitute all of the property and assets used or held for use in connection with the businesses of the Company or any Company Subsidiary and are adequate to conduct such businesses as currently conducted. Except as set forth on Schedule 3.9(g), no material repairs, replacements or regularly scheduled maintenance relating to any Owned Real Property that have not been completed are currently being delayed or deferred. (h) The applicable Group Company has access to and the rights of ingress and egress over, to and from public roads or through easements or other rights of way bounding each Owned Real Property. The Real Property . (i) To the Knowledge of the Company, any off-site storage facility set forth on Schedule 3.9(i) used by the Company or any Company Subsidiary, and 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 physical assets operation of the business of the Company and the Subsidiaries are, Company has been maintained consistent with standards generally followed in all material respects, in good condition and repair and regularly maintained in accordance with standard the industry practice and (giving due account to the Company’s Knowledge age and length of use of the Real Property is in compliancesame, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company ordinary wear and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasestear excepted).

Properties. Section 3.7(a)(i(a) Each of the Company Disclosure Letter sets Borrower and its Subsidiaries has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all of its Properties material to its business. All machinery and equipment of each of the Borrower and its Subsidiaries is in good operating condition and repair, and all necessary replacements of and repairs thereto have be made so as to preserve and maintain the value and operating efficiency of such machinery and equipment. (b) Set forth on SCHEDULE 5.5 hereto is a complete list of all real Patents, Trademarks and Copyrights. The Borrower and its Subsidiaries own, or are licensed to use, all Patents, Trademarks and Copyrights and other intellectual property currently owned material to their business (collectively, the "PROPRIETARY RIGHTS"), and to the knowledge of the Borrower and its Subsidiaries, the use thereof by the Company Borrower or any of its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) SCHEDULE 5.5 clearly identifies all Patents, Trademarks and Copyrights that have been duly registered in, filed in or issued by the “Owned Real Property”)PTO or the United States Register of Copyrights (collectively, the date "REGISTERED PROPRIETARY Rights"). The Registered Proprietary Rights have been properly maintained and renewed in accordance with all applicable provisions of acquisitionlaw and administrative regulations in the United States, as applicable. The Borrower and its Subsidiaries have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of all Proprietary Rights that are not generally in the public domain. (d) As of the Closing Date, SCHEDULE 5.5 annexed hereto contains a true, accurate and complete list of (i) all Real Property Assets, whether owned or leased, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Leasehold Property, regardless of whether the approximate square footages Borrower or any of its Subsidiaries is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as specified in SCHEDULE 5.5, each agreement listed in clause (ii) of the land immediately preceding sentence is in full force and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, effect and neither the Company Borrower nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legal, valid and binding obligation of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right Borrower and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, oras applicable, to enforceable against the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company Borrower and each of its Subsidiaries has performed all of Subsidiaries, as applicable, in accordance with its obligations under any material termination agreements pursuant terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesor limiting creditors' rights generally or by equitable principles.

Properties. Section 3.7(a)(i(i) Each of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are has good and marketable title to, or in full force the case of leased property and effect, are leased tangible assets has valid and effective in accordance with their respective termsenforceable leasehold interests in, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property material leases, licenses or similar agreements for the operation use or occupancy of its business. No parties other than real property to which the Company or of any of its Subsidiaries have are a right to occupy any material party (the “Company Real PropertyProperty Leases”) and the parcels of real estate owned by the Company and its Subsidiaries as of the date hereof (the “Company Owned Properties”, together with the parcels of real estate covered by the Company Real Property Leases, the “Company Real Properties”), free and clear of all Liens, except for subleases described in Permitted Liens. (ii) All improvements and buildings on the material Company Disclosure Letter pursuant to which third parties have Owned Properties (including the right to occupy Real Property. The Real Property electrical, power, cooling and the physical assets of the Company and the Subsidiaries aremechanical infrastructure) are in, in all material respects, in good condition and repair and regularly repair, have been maintained in accordance with standard prudent industry practice practice, and to the Company’s Knowledge the Real Property is are in compliance, compliance in all materials respectsmaterial respects with building, with Legal Requirements. Neither zoning and other applicable Laws for their current use. (iii) There are no outstanding options, rights of first refusal, rights of first offer, rights of first negotiation or similar rights for the purchase, sale or other disposition of all or any of the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligationsOwned Properties, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon material portion thereof or material interest therein that would reasonably be expected to materially impair the expiration or earlier termination of any leases or other occupancy agreements for manner in which the Real Property. The Company and its Subsidiaries operate their businesses taken as a whole. (iv) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (X) each of the Company and its Subsidiaries has performed is in compliance in all material respects with the terms of all of its obligations under any material termination agreements pursuant the Company Real Property Leases to which it has terminated any leases is a party and under which it is in occupancy, and (Y) each such lease is a legal, valid and binding agreement of real property that are no longer the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in effect and has no material continuing liability each case, in accordance with respect to such terminated real property leasesits terms.

Properties. Section 3.7(a)(i(a) Except as would not reasonably be expected to have a Spartan Stores Material Adverse Effect, Spartan Stores and each Spartan Stores Subsidiary has good and valid title to, or valid leasehold interests in, all of the Company Disclosure Letter sets forth a list of their respective personal and real properties and assets as used in their respective businesses as presently conducted, and all such personal and real property currently owned by the Company properties and assets, other than personal and real properties and assets in which Spartan Stores or any of its the Spartan Stores Subsidiaries (the “Owned Real Property”)has leasehold interests, the date are free and clear of acquisitionall Liens, except for Permitted Liens. Spartan Stores and the approximate square footages each of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Spartan Stores Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of complied in all material respects with the Company Disclosure Letter sets forth a list 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 under which it is in possession of any personal or real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee are valid and the date of the lease, license, sublease or other occupancy right binding contracts and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effecteffect 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 of the properties or assets purported to be leased under all its material leases. The tangible personal and real property and assets of Spartan Stores and the Spartan Stores Subsidiaries are valid in good operating condition and effective repair, reasonable wear and tear excepted and subject to maintenance and repair in accordance with their respective termsthe ordinary course of business, and are adequate for the uses to which they are being put. (b) With respect to real property owned by 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 Knowledge of Spartan Stores there is notno threatened, under condemnation proceeding against any of such leasesreal property or (ii) has received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, any existing default except as have not had, and would not reasonably be expected to have, a Spartan Stores Material Adverse Effect. (c) With respect to real property leased, subleased or event of default (or event which with notice or lapse of time, or both, would constitute a default) licensed by the Company Spartan Stores or any Spartan Stores Subsidiary, none of its SubsidiariesSpartan Stores nor any Spartan Stores Subsidiary (i) has received any written notice alleging a violation, or, to the Company’s Knowledge, by breach or default under any other party thereto. The Company or its Subsidiaries currently occupies all lease of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Propertysuch real property, except for subleases described matters being contested in good faith for which adequate accruals or reserves have been established on the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property books and the physical assets records of Spartan Stores or (ii) as of the Company and the Subsidiaries aredate of this Agreement, in all material respects(A) has received written notice of any pending, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property of Spartan Stores there is in complianceno threatened, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability condemnation proceeding with respect to any of such terminated real property leasesor (B) has received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, except as have not had, and would not reasonably be expected to have, a Spartan Stores Material Adverse Effect.

Properties. (a) Section 3.7(a)(i4.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property currently the common name and address of each hotel owned or leased (including ground leased) by the Company or any Company Subsidiary as lessee or sublessee, as of its Subsidiaries the date of this Agreement (the 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 “Owned Real Company Property”), . As of the date of acquisitionhereof, and the approximate square footages each of the land and all buildings situated thereon. Except for the Owned Real Property currently Company Properties is owned or leased by the Company or its Subsidiaries, neither the Company nor Subsidiary indicated on Section 4.11(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 the Company Properties, in each case, free and clear of its Subsidiaries has ever owned Encumbrances, except for Company Permitted Encumbrances, none of which Company Permitted Encumbrances have had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Encumbrances” shall mean any real property. (i) Encumbrances relating to any Indebtedness set forth on Section 3.7(a)(ii4.11(b)(i) of the Company Disclosure Letter, (ii) statutory or other Encumbrances for Taxes or assessments that are not yet due (or are due but not yet delinquent) or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (iii) the terms of any Company Major Leases, Company Ground Leases or any other leases, subleases or licenses entered into by the applicable Company Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Encumbrances imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Encumbrances (but excluding Encumbrances relating to any Indebtedness other than as set forth on Section 4.11(b)(i) of the Company Disclosure Letter) that are disclosed on the title insurance policies or title insurance commitments listed on Section 4.11(b)(v) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or previously made available to Park (including any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”air rights described in such Encumbrances), (vi) any right, title or interest of a lessor or sublessor set forth in any Company Ground Lease, (vii) any Encumbrance in favor of a lessor or sublessor set forth in any Company Ground Lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Encumbrances imposed by Law and incurred in the name ordinary course of 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 (ix) any other Encumbrances (but excluding Encumbrances relating to Indebtedness) that do not materially impair the value of the lessor, licensor, sublessor, master lessor and/or lessee applicable Company Property or the continued use and the date operation of the lease, license, sublease or other occupancy right applicable Company Property as currently used and each amendment theretooperated. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any Section 4.11(b) of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets describes any material Company Permitted Encumbrances that, as of the Company and the Subsidiaries aredate hereof, in all material respects, are being contested in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesfaith by appropriate proceedings.

Properties. Section 3.7(a)(i14.1 The properties referred to in Schedule 4 comprise all real properties owned or occupied (whether or not under licence or any other arrangements or otherwise) by or leased to the PRC Affiliate or in respect of which the PRC Affiliate has any interest whatsoever. 14.2 To the Knowledge of the Company Disclosure Letter sets forth a list Vendor, with respect to each of the Owned Properties: (a) the ownership of the Owned Properties belongs to the PRC Affiliate which has good title to such property; (b) the PRC Affiliate has gained or applied for all real relevant approvals and certificates with respect to the Owned Properties it owns, including but not limited to, the Inspection and Acceptance Filling Form for the Completion of the project construction to be respectively approved and signed by official departments of building, survey, design, construction and supervision, the property currently title certificates for the buildings over the Land, the legal document proving the property title owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisitionit, and the approximate square footages property title certificate. (c) all the sale/transfer procedures as regards the Owned Properties have been completed and (where applicable) the sale/transfer has been validly registered in the relevant department; (d) The delay in construction of the Owned Properties has been approved by Governmental Authority and the penalty fee has been fully paid up (if there is any); (e) all land premiums and/or purchase price payable in respect of the Owned Properties have been paid in full and all buildings situated thereon. Except no further land premiums or purchase price is or shall be payable; (f) the Owned Properties are not currently subject to any sale or transfer or mortgage procedures and they are not leased or transferred or given to others as a gift, and the PRC Affiliate has not entered into any agreement to do any of the foregoing; the Owned Properties are not involved in any litigation or subject to any court order for attachment, possession, etc.; (g) the Owned Properties are not used by the PRC Affiliate for any unlawful purposes and has not violated any relevant land or construction regulations; (h) the Owned Properties are free from any other mortgage, charge, lien, lease, encumbrance or any other third party rights and the relevant company has not entered into any other agreement to do any of the foregoing; (i) the PRC Affiliate has not received from any Governmental Authority or any competent authority any notice or order which may adversely affect its right to use the Owned Properties for the purpose for which it is presently being used; (j) all requisite consents necessary for the use of the Owned Real Property currently owned Properties as it is presently being used by the Company or its SubsidiariesPRC Affiliate have been duly obtained and are in full force, neither validity and effect; (k) all the Company nor any of its Subsidiaries land user’s covenants contained in the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties have been duly performed and observed to the extent that such obligations have fallen due; (l) there has ever owned any real property. Section 3.7(a)(ii) been no change in the terms and conditions of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”)Land Grant Contract, the name of Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the lessorOwned Properties, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company all valid and its Subsidiaries taken as a whole are in full force and effect, are valid and effective effect in accordance with their respective terms, and there is not, under any favour of such leases, any existing default or event of the PRC Affiliate; (m) no default (or event which with notice or lapse of time, time or both, would both will constitute a default) by the Company PRC Affiliate has occurred or any of its Subsidiariesis continuing under the Land Grant Contract, orthe Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Company’s KnowledgeOwned Properties and it is not in breach of any laws, by rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any other party thereto. The Company court or its Subsidiaries currently occupies all Governmental Authority in respect of the Real Property use, occupation and enjoyment of the Owned Properties; and (n) all requisite licences, certificates and authorities necessary for the operation existing use of its business. No parties other than the Company or any Owned Properties by the PRC Affiliate have been duly obtained and are valid and in full force and effect. 14.3 To the Knowledge of its Subsidiaries have a the Vendor, with respect to each of the Leased Properties by the PRC Affiliate:- (a) the PRC Affiliate has the legal right to occupy any material Real Property, except for subleases described the property upon the terms set out in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property relevant tenancy or lease agreement (each a “Tenancy Agreement”) and the physical assets property is being used for lawful purposes, which are permitted by the relevant Tenancy Agreement and the occupation has not violated any relevant regulations applicable to the property; (b) all the rent and other payments payable by the PRC Affiliate have been paid up to date, and the user of the Company and property occupied by the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained PRC Affiliate is in accordance with standard industry practice and that provided for in the relevant Tenancy Agreement, all applicable legislation, statutory requirements, governmental or other orders, rules, directives or instruments affecting or appertaining to the Companyuse, occupation or enjoyment of the property and the terms of the relevant Tenancy Agreement have been duly complied with and the tenancy/lease is not subject to early termination due to default of the PRC Affiliate; (c) the PRC Affiliate has in all respects duly performed, observed and complied with any covenants, restrictions, conditions or agreements of the relevant Tenancy Agreement, and there is no subsisting breach of any covenants, restrictions, conditions, or agreements of the relevant Tenancy Agreement and (without prejudice to the generality of the foregoing) no notice of any alleged breach of any of the terms of the relevant Tenancy Agreement has been served on or received by it; (d) there is no claim or dispute between the PRC Affiliate and its landlord and the landlord is duly entitled to lease the land and/or buildings to it; (e) the relevant Tenancy Agreement has been duly executed by the parties thereto with all the requisite legal formalities duly attended to, and the relevant Tenancy Agreement is good, valid and subsisting and in full force and effect; (f) no circumstance which might affect or prejudice the relevant Tenancy Agreement or otherwise affect the PRC Affiliate’s Knowledge occupation of the Real Property property has arisen or is likely to arise; (g) the PRC Affiliate has not received from any Governmental Authority, and no Governmental Authority has issued, any, notice or order which may adversely affect such tenancy/lease and/or continued enjoyment of the property in accordance with the terms of the relevant Tenancy Agreement; (h) (where applicable) the requisite mortgagee’s consent has been duly obtained for the entering into of the relevant Tenancy Agreement and such consent is in compliancefull force, validity and effect; (i) all options to renew/early termination contained in the relevant Tenancy Agreement are legally enforceable by the PRC Affiliate against the landlord; (j) the relevant Tenancy Agreement contains usual provisions for tenancy agreement/lease of the relevant nature in the city where the relevant property is located and there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate as tenant thereunder; (k) since commencement of the tenancy/lease term, the PRC Affiliate has enjoyed uninterrupted use of the property and the terms of the relevant Tenancy Agreement are fully enforceable by the PRC Affiliate against the landlord; (l) all materials respectsthe terms of the tenancy/lease are set out in the relevant Tenancy Agreement and the terms thereof have not been varied, modified, amended or supplemented verbally or by means of supplemental agreement(s) or correspondence between the landlord and the PRC Affiliate or otherwise; (m) there is no event which may give rise to a right on the part of the landlord to re-enter the property other than in case of emergency; and (n) all requisite licences, certificates and authorities necessary for the existing use of the property by the PRC Affiliate have been duly obtained and are valid and in full force. 14.4 Each of the Tenancy Agreements is valid and subsisting and in no way void or voidable and will not be liable to be terminated as a result of the execution of this Agreement (including all associated transactions) and the terms, covenants and conditions contained in the relevant Tenancy Agreement will be duly performed and observed. 14.5 In relation to each Tenancy Agreement:- (a) no rights for a landlord to terminate the relevant Tenancy Agreement have arisen or become exercisable or, with Legal Requirements. Neither lapse of time, will become exercisable; (b) no circumstances have arisen or, with lapse of time, will arise under or as a result of which any rights of the Company nor PRC Affiliate under the Tenancy Agreement (including any right to renew or extend the term of the Tenancy Agreement) has been or will be affected, prejudiced or terminated; (c) no circumstances which would entitle a landlord to exercise any power of entry upon or to take possession of the relevant property or which would otherwise restrict or terminate the continued possession or occupation thereof have arisen or, with lapse time, will arise; (d) no circumstances are likely to arise or, with lapse of time, may arise which may render any of its Subsidiaries will the above untrue or inaccurate; and (e) there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate to be required observed or performed. 14.6 There are no circumstances which would enable any person or entity to incur exercise any material cost right of re-entry or expense for taking possession of any restoration or surrender obligations, of the properties under the Tenancy Agreements or any other costs part thereof or (if applicable) which would otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement restrict or terminate the continued possession or occupation of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration such properties or earlier termination of any leases part thereof. 14.7 Main Union does not own or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under lease any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesproperties.

Properties. Section 3.7(a)(i(1) of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries Issues relating to lease agreements are as below: (the “Owned Real Property”)a) All lease agreements are appropriate, the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full have legal force and effect, are valid and effective in accordance with their respective termsstill valid, and there is notwill not become invalid or can be made invalid in any aspect; (b) All covenants, liabilities, conditions and restrictions imposed on the Group according to any lease agreement have been appropriately complied with and implemented appropriately and on a real time basis; (c) The rents and other costs that need to be paid under any of such leases, any existing default or event of default all lease agreements have been paid on time on the due date. No rent has already been prepaid before the due date; (or event which with notice or lapse of time, or both, would constitute a defaultd) by Neither the Company or Group nor any of its Subsidiariesmembers has ever granted any waiver on any covenant, orliability or restriction that a tenant shall comply with or implement under a lease; (e) The Group has not collected any assignment fee or reached any agreement thereon; (f) The Group has not reached any agreement on or been involved in any mutual guarantee, undertaking, waiver, change or modification relating to any lease; (g) According to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all knowledge and belief of the Real Property Seller, the tenant has not breached any covenant, condition, liability or restriction imposed thereon according to any lease agreement; (h) The Group has acquired all the consents (if any) required for approving a lease from the operation mortgagee of its business. No parties the underlying property and added related terms in the corresponding lease agreement; (i) All lease agreements have been appropriately registered; (j) The terms, option of extension and the detailed rules on all the rents and deposits that are and need to be paid of each lease agreement shall be thoroughly and correctly disclosed to the Buyers; (k) The rent that a tenant shall pay under a lease agreement is not at a stage in which an adjustment is considered; and no reconstruction or refurbishment of a building is ignored in the adjustment to a rent; (l) Except for those that have been disclosed to the Buyers before the transaction is completed, there exist no other than the Company options to renew any lease agreement or being exercised; (m) In each lease agreement, there does not exist any unusual condition or any option allowing a tenant to purchase any part of its Subsidiaries have any property; (n) All moving notices that shall be delivered to a right tenant so as to occupy terminate such lease agreements (or any material Real Property, except for subleases described in one of them) and allow the Company Disclosure Letter pursuant Group to which third parties have the right to occupy Real Property. The Real Property and collect the physical assets right of possession of the Company related parts of such properties upon the expiry of the validity term of such lease agreements and other lease termination notices provided by laws and regulations, if any, (hereinafter referred to as the Subsidiaries are“Notice”) have been appropriately filled out and delivered appropriately in due time. (o) The Group or any related subordinate group has not engaged in anything that might compromise or impair the rights thereof under any notice of any tenant that has expired or will expire before the transaction is completed, or, in all material respectsparticular, engaged in good condition and repair and regularly maintained anything that might, either in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliancean express or implied way, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesconstitute a new lease.

Properties. (i) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, (A) the Company has delivered to or made available to Parent a true, correct and complete copy of each Material Company Lease, (B) to the knowledge of the Company, each Material Company Lease is in full force and effect, and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to a Material Company Lease, is in 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 (C) neither the Company nor its Subsidiaries has, prior to the date hereof, received from any counterparty under any Material Company Lease a notice of any intention to vacate or terminate prior to the end of the term of such Material Company Lease. Section 3.7(a)(i3.1(p)(i) of the Company Disclosure Letter sets forth forth, as of October 25, 2023, a complete list of all real property currently owned by Material Company Leases, including, with respect to each Material Company Lease, the address, the identities of the landlord and tenant, the square feet of rented area, the annualized rent as of the date hereof and the remaining term of such lease. Except as set forth on Section 3.1(p)(i) of the Company Disclosure Letter or any except as has been resolved prior to the date hereof, as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement, (1) no counterparty 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 the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, (2) neither the Company nor any of its Subsidiaries has ever owned 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 to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole. (ii) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, the Company or a Subsidiary of the Company owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of the Company included in the Company SEC Documents (each, a “Company Property” and collectively, the “Company Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.1(p)(ii) of the Company Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Company Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any Subsidiary of the Company has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened, with respect to any material portion of any of the Company Properties. Except for the owners of the properties in which the Company or any Subsidiary of the Company has a leasehold interest and except for any Company Property that is held by a fund, no Person other than the Company or a Subsidiary of the Company has any ownership interest in any of the Company Properties (other than immaterial easements, licenses or similar rights). Section 3.7(a)(ii3.1(p)(ii) of the Company Disclosure Letter sets forth contains a complete and accurate list of in all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name material respects of the lessorstreet addresses of each parcel of Company Property (to the extent such parcels have street addresses). (iii) Except, licensorin each case, sublessoras would not reasonably be expected to be, master lessor and/or lessee individually or in the aggregate, material and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material adverse to the Company and its Subsidiaries Subsidiaries, taken as a whole, policies of title insurance or updates or endorsements have been issued, insuring the Company’s or the applicable Subsidiary of the Company’s fee simple or leasehold title to such Company Property in amounts at least equal to the purchase price paid for ownership or leasehold interest of such Company Property or such entity that owned such Company Property at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (iv) Except as set forth on Section 3.1(p)(iv) of the Company Disclosure Letter, the Company and any Subsidiary of the Company (A) have not received written notice of any structural defects, or Violation of Law, relating to any Company Property which would have, or would reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole and (B) have not received written notice of any physical damage to any Company Property which would have, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the use and operation of such Company Property for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (v) Except for as set forth on Section 3.1(p)(v) of the Company Disclosure Letter, there are no agreements which restrict the Company or any Subsidiary of the Company from transferring any of the Company Properties, and none of such Company Properties is subject to any restriction on the sale or other disposition thereof or on the financing or release of financing thereon, except, in full force each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (vi) The Company and effectthe Subsidiaries of the Company have good and sufficient title to, or are permitted to use under valid and effective existing leases, all personal and non-real properties and assets reflected in accordance with their respective termsbooks and records as being owned by them or reflected on the most recent balance sheet of the Company included in the Company SEC Documents (except as has since been sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of timeexcept as would not have, or bothwould not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (vii) Except for discrepancies, errors or omissions that would constitute not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a defaultwhole, the property data tape, dated as of October 25, 2023, which data tape has previously been made available to Parent by or on behalf of the Company or its Subsidiaries, correctly (A) references each Company Lease that was in effect as of October 25, 2023 and to which the Company or its Subsidiaries are parties as lessors or sublessors with respect to each of the applicable Company Properties, (B) identifies the rent currently payable and future rent escalators, (C) identifies the expiration date of the Company Lease and any extension options and (D) identifies whether the Company Lease is NNN or NN (as those terms are customarily used in the Company’s industry) with respect to the individual Company Property subject to such Company Lease. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all security deposits have been held by the Company or any of its Subsidiaries, oras applicable, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice applicable Law and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the applicable Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLeases.

Properties. Section 3.7(a)(i) of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 3.7(a)(ii3.7(a)(i) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material relating to the Company and its Subsidiaries taken as a whole Material Leased Real Property (defined below) are in full force and effect, are valid and effective in accordance with their respective termseffective, and there is not, under any of such leases, any existing breach, default or event of default by the Company or its Subsidiaries, or, to the Company’s knowledge, by any other party thereto (or event which with notice or lapse of time, or both, would constitute a default). Except as set forth in Section 3.7(a)(ii) by of the Company or any of its SubsidiariesDisclosure Letter, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No no parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Material Leased Real Property and the Material Leased Real Property is used in all material respects only for the operation of the business of the Company and its Subsidiaries. To the Company’s knowledge, the Material Leased Real Property and the other physical assets of the Company which are material the Business of the Company and the its Subsidiaries taken as a whole are, in all material respects, in good condition and repair and regularly maintained maintained, in all material respects and subject to reasonable wear and tear, in accordance with standard industry practice and to the practice. The Company’s Knowledge the business operations which take place on Material Leased Real Property is are conducted in compliance, in all materials material respects, with Legal RequirementsMaterial Lease Documents. Neither the Company nor any of its Subsidiaries will be required pursuant to the terms of any Material Lease Document to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement in excess of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” $100,000 upon the expiration or earlier termination of any leases or other occupancy agreements for the Real PropertyMaterial Lease Documents. The Company and each of its Subsidiaries has performed in all of material respects its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. Section 3.7(a)(i(a) Except as set forth on the Liens Schedule, the Company or its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of the Company Disclosure Letter sets forth a list tangible personal property shown to be owned or leased by it on the Latest Balance Sheet, free and clear of all Liens, except for Permitted Liens. (b) The real property currently owned demised by the leases described on the Leased Real Property Schedule (the “Leased Real Property”) constitutes all of the real property leased by the Company and its Subsidiaries. The Leased Real Property leases are legal, valid, binding, enforceable and in full force and effect, and the Company or one of its Subsidiaries holds a valid and existing leasehold interest under each such lease, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company has delivered or made available to the Purchaser complete and accurate copies of each of the leases described on the Leased Real Property Schedule, and none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Purchaser. Neither the Company nor its applicable Subsidiaries, nor to the Knowledge of the Company, any other party to any such lease, is in default in any material respect under any of such leases, and no event has occurred which with notice or lapse of time would constitute a material breach or default by the Company or its applicable Subsidiary, nor, to the Knowledge of the Company, any of its Subsidiaries other party to any such lease. (c) Except as set forth on the Owned Real Property Schedule (the real property set forth therein, the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned owns any real property. Section 3.7(a)(iiWith respect to each Owned Real Property: (A) the Company or one of its Subsidiaries (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all liens and encumbrances, except Permitted Liens, (B) except as set forth in the Owned Real Property Schedule, neither the Company nor any Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) other than the right of Purchaser 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. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. Except as set forth in the Owned Real Property Schedule, the buildings and improvements of the Company Disclosure Letter sets forth a list and each of its Subsidiaries located upon or used in connection with the Owned Real Property are operated in all real property currently leasedmaterial respects in conformity with all applicable laws and regulations. Except as described in the Owned Real Property Schedule, licensed the Owned Real Property complies in all material respects with all zoning, building, subdivision, land sales or subleased similar law, rule, ordinance or regulation, including the American With Disabilities Act of 1990, all as the same are amended from time to time and all orders and regulations promulgated thereto. There are no condemnation proceedings or eminent domain proceedings of any kind pending, or, to the Knowledge of the Company, threatened against the Owned Real Property. To the Knowledge of the Company, there are no facts or circumstances that would prevent the Owned Real Property from being occupied by the Purchaser, the Company its Subsidiaries or any of its Subsidiaries or otherwise used or their respective Affiliates, as the case may be, after the Closing in the same manner as occupied by the Company or any of its Subsidiaries (such Subsidiary immediately prior to the “Leased Closing. The Company or applicable Subsidiary which owns the Owned Real Property”)Property has complied in all material respects with all landlord obligations to tenants and third parties, the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease there are no outstanding tenant improvements or other occupancy right obligations. The rent received and each amendment thereto. any security deposit held, if any, are accurately reflected in the Financial Statements. (d) The Owned Real Property and the Leased Real Property shall be collectively referred to herein as constitute all of the “Real Property”. All such current leases which are material to real property used or occupied by the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance connection with the conduct of their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesbusinesses.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.7(a)(i3.11(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property currently owned by leases, subleases and other occupancy arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the “Owned Real PropertyProperty Leases”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Each premises subject to a Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth Lease is hereinafter referred to as a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”).” The Company has made available to Parent a true, the name correct and complete copy of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal RequirementsLease. Neither the Company nor any of its Subsidiaries will be required to incur has transferred, mortgaged or assigned any material cost or expense for interest in any restoration or surrender obligationssuch Real Property Lease, or nor has the Company nor any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. With respect to each Real Property Lease: (i) such Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor any of its obligations Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material termination agreements pursuant respect and, to which it has terminated any leases the Knowledge of real property that the Company, there are no longer in effect and has no material continuing liability disputes with respect to such terminated Real Property Lease; (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws. (c) Each of the Company and its Subsidiaries, in all material respects, (i) has good and valid title to all of its properties, assets and other rights that would not constitute real property leases(other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, except for Permitted Encumbrances.

Properties. (a) Except individually or in the aggregate as does not have, and would not reasonably be expected to have, a Material Adverse Effect, and except as set forth in Section 3.7(a)(i4.17(a) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries has good title to the assets reflected in the unaudited balance sheet of the Company as at June 30, 2009 described in the Company SEC Documents as being owned by the Company or one or more of its Subsidiaries or acquired after the date thereof (except assets sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (i) statutory ad valorem and real estate Tax Liens not yet due or payable or the amount or validity of which is being contested in good faith by appropriate proceedings, and (ii) Liens in favor of Silicon Valley Bank or any of its Affiliates existing as of the date hereof (the Liens in the immediately preceding clauses (i) through (ii), collectively, “Permitted Liens”). Except individually or in the aggregate as does not have, and would not reasonably be expected to have, a Material Adverse Effect, the Company or one or more of its Subsidiaries is the lessee of all leasehold estates reflected in the unaudited balance sheet of the Company as at June 30, 2009 described in the Company SEC Documents (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) and is in possession of the properties purported to be leased thereunder, and each such lease is in full force and effect, is enforceable in accordance with its terms, and is valid without default (including any event which with notice or lapse of time or both would become a default) thereunder by the lessee or, to the knowledge of Company, the lessor. No written notices of default under any such lease have been received by any Acquired Company that have not been resolved. (b) There is no real property owned by the Company or one or more of its Subsidiaries. Section 4.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, modifications, amendments, waivers, side letters, guaranties and other agreements relating thereto, under which any Acquired Company uses or occupies or has the right to use or occupy, now or in the future, any material real property currently owned by the Company or any of its Subsidiaries (the “Owned Real PropertyProperty Leases”). The Company has provided or made available to Parent true, the date correct and complete copies of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real propertyLeases. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Each Real Property Lease is valid, binding and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, and all rent and other sums and charges payable by any Acquired Company as tenants thereunder are valid and effective current in accordance with their respective terms, and there is not, under all material respects. No termination event or condition or uncured default of a material nature on the part of any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Acquired Company or any of its Subsidiaries, or, to the Company’s Knowledgeknowledge, by the landlord thereunder exists under any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation Lease. Each Acquired Company has a good and valid leasehold interest in each parcel of its business. No parties other than the Company or any material real property leased under a Real Property Lease, free and clear of its Subsidiaries have a right to occupy any material Real Propertyall Liens, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesPermitted Liens.

Properties. Section 3.7(a)(i(a) of Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Company Disclosure Letter sets forth a list of Party (i) has good and valid title to all material real property currently owned in fee by the such Company or any of its Subsidiaries Party (the “Company Material Owned Real Property”), (ii) holds valid rights to lease all material real property and interests in real property leased or subleased by such Company Party as lessee or sublessee (the “Company Material Leased Real Property”) and (iii) has valid title to the material real property easements owned by such Company Party (the “Company Material Easement Real Property” and together with the Company Material Owned Real Property and the Company Material Leased Real Property, the “Company Material Real Property”), in each case free and clear of all liens, encumbrances, pledges, hypothecations, charges, mortgages, security interests, options, rights of first offer or last offer, preemptive rights, or other restrictions of similar nature (including any restriction on the transfer of any security or other asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), claims and defects, and imperfections of title (“Liens”) (except in all cases for (A) Liens permissible under any applicable lines of credit or other credit facilities or arrangements, loan agreements and indentures in effect on the date of acquisitionthis Agreement (or any replacement or additional facilities thereto permitted pursuant to this Agreement), (B) statutory liens securing payments not yet due, (C) with respect to real property (1) zoning, building codes and other state and federal land use Laws regulating the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity having jurisdiction over such real property, (2) such imperfections or irregularities of title, Liens, easements, covenants and other restrictions or encumbrances (including easements, rights of way, options, reservations or other similar matters or restrictions or exclusions which would be shown by a current title report or other similar report; and any condition or other matter, if any, that may be shown or disclosed by a current and accurate survey or physical inspection), as do not materially and adversely affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (D) Liens for current Taxes or other governmental charges not yet due and payable or for Taxes that are being contested in good faith by appropriate proceeding and for which adequate reserves have been established in accordance with GAAP, (E) pledges or deposits made in the ordinary course of business to secure obligations under workers’ compensation, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (F) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the ordinary course of business relating to obligations which are not overdue or that are being contested in good faith, and (G) mortgages, or deeds of trust, security interests or other encumbrances on title related to (x) indebtedness reflected on the approximate square footages most recent balance sheet included in the Company SEC Reports filed prior to the date hereof or (y) indebtedness incurred after the date hereof, in compliance with Section 5.1(c)(x)) (items in clauses (A) through (G) are referred to herein as “Permitted Liens”). This Section 3.14 does not relate to Intellectual Property, which is addressed in Section 3.16. (b) Neither the Company nor any of its subsidiaries is obligated under, or a party to, any option, right of first refusal or other contractual right or obligation to sell, assign or dispose of any Company Material Real Property (or any portion thereof) that, if such sale, assignment or disposition is consummated, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) Except in any such case as is not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect on the Company, (i) each easement or subeasement for Material Easement Real Property (each, an “Easement”) is in full force and effect and is the valid and binding obligation of the land Company or its applicable subsidiary, as applicable, enforceable against the Company or its applicable subsidiary, as applicable, in accordance with its terms, and all buildings situated thereon. Except for to the Owned Real Property currently owned knowledge of the Company, the other party or parties thereto, subject to the effects of the Bankruptcy and Equity Exception, (ii) no written notices of default under any Easement have been received by the Company or its Subsidiariessubsidiaries that have not been resolved and (iii) to the knowledge of the Company, no event has occurred which, with notice, lapse of time or both, would constitute a breach or default under any Easement by the Company or its subsidiaries. (d) With respect to the Company Material Real Property, neither the Company nor any of its Subsidiaries subsidiaries has ever owned received any real property. Section 3.7(a)(ii) written notice of, nor to the knowledge of the Company Disclosure Letter sets forth a list Company, does there exist as of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the leasethis Agreement, licenseany pending, sublease threatened or contemplated condemnation (other than condemnations in connection with municipal road improvement projects, state highway improvement projects or other occupancy right and each amendment thereto. The Owned public transportation projects) or similar proceedings, or any sale or other disposition of any Company Material Real Property or any part thereof in lieu of condemnation that, individually or in the aggregate, has had and would reasonably be expected to have a Material Adverse Effect on the Leased Real Property shall Company. Except as has not had and would not reasonably be collectively referred expected to herein as have, individually or in the “Real Property”. All such current leases which are material to aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries taken as a whole are in full force subsidiaries have lawful rights of use to all land and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect rights, subject to such terminated real property leasesPermitted Liens, necessary to conduct their business as presently conducted.

Properties. Section 3.7(a)(i(i) Set forth on Schedule 3.1(q) of the Company Disclosure Letter sets forth Schedule is a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently x) owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii(“Owned Real Property”) of the Company Disclosure Letter sets forth a list of all real property currently and (y) leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used subleased, or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), ,” and collectively with the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as Property, the “Real Property”). All such current leases which are material The Company or its Subsidiaries, as applicable, have good and defensible fee simple title to all of the Owned Real Property that it or they own, including the properties reflected in the Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015 filed with the SEC, but excluding any property that is no longer used for the conduct of the business of the Company and its Subsidiaries taken as a whole are presently conducted or that have been disposed of in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any the ordinary course of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party theretobusiness. The Company or its Subsidiaries currently occupies Subsidiaries, as applicable, have a valid and enforceable leasehold interest in all Leased Real Property that it or they lease, and each such lease constitutes a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Company’s or Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under the Leases has not been disturbed, and to the Company’s knowledge, there are no disputes under any of the Leases. All such Real Property is free and clear of all Encumbrances, except for (A) liens for Taxes not yet delinquent, (B) Encumbrances that would be disclosed by an accurate survey or inspection of the Real Property for in question (including any Encumbrances or other matters disclosed in any surveys, title commitments, title insurance policies or other title searches provided to or obtained by or on behalf of Parent or the operation Financing Sources pursuant to this Agreement) that do not, individually or in the aggregate, materially interfere with and are not violated by the current use of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material such Real Property, except for subleases described (C) statutory or other inchoate liens securing liabilities incurred in the ordinary course of business for amounts not yet delinquent, (D) Encumbrances in the nature of zoning or land use restrictions applicable to the specific Real Property as of the Closing Date not violated by the current use of the specific Real Property, (E) covenants, conditions or restrictions of record affecting title to the specific Real Property, (F) all other rights of any Governmental Entity to regulate the use, development or occupancy of any Real Property as of the date hereof which rights are not violated by the current use or occupancy of such Real Property, (G) minor Encumbrances that do not materially detract from the value of the specific Real Property affected or the present use of such Real Property, (H) non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course of business, (I) Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Company Disclosure Letter Material Adverse Effect and (J) Encumbrances existing or expressly permitted pursuant to which third parties have credit facilities of the right to occupy Real PropertyCompany and its Subsidiaries existing as of the date of this Agreement (items (A) through (J), collectively, “Permitted Encumbrances”). The Real Property and comprises all of the physical assets material real property used or intended to be used in connection with the business of the Company and its Subsidiaries, and such Real Property, including all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof that are located on the Subsidiaries are, in all material respects, Owned Real Property (the “Improvements”) are in good condition and repair (subject to ordinary wear and regularly maintained tear, casualty and condemnation). Except as would not reasonably be likely to have a Company Material Adverse Effect, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any Person the right to use or occupy any Real Property or any portion thereof, and (ii) 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. (ii) The Company or its Subsidiaries, as applicable, own or have good and valid title to, free and clear of any and all Encumbrances, except for Permitted Encumbrances, all personal property assets, both tangible and intangible, that it or they own, including the personal property assets reflected in accordance with standard industry practice and to the Company’s Knowledge most recent consolidated balance sheet included in the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements Company’s Annual Report on Form 10-K for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under year ended September 30, 2015 filed with the SEC, but excluding any material termination agreements pursuant to which it has terminated any leases of real personal property assets that are no longer used for the conduct of the businesses of the Company and its Subsidiaries as presently conducted or that have been disposed of in effect and has no material continuing liability with respect to such terminated real property leasesthe ordinary course of business.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.7(a)(i4.14(a) of the Company Disclosure Letter sets forth a true and complete list of all material leased real property currently owned by to which the Company or any of its Subsidiaries (the “Owned Real Property”)is a tenant, subtenant, occupant or sublessor as of the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries this Agreement (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the . Each lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and agreement with respect to the Leased Real Property shall be collectively referred to herein as the (each a “Real PropertyProperty Lease”. All such current leases which are material to ) is valid and binding on the Company or its Subsidiary and its Subsidiaries taken as a whole are in full force and effect, are valid and effective enforceable in accordance with their respective termsits terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and there subject to general principles of equity). (b) The Company has made available to Parent prior to the date of this Agreement true and complete copies of each Real Property Lease. Except as would not have, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries nor, to the knowledge of the Company, any of the other parties thereto, is not, in breach of or default under any Real Property Lease and, to the knowledge of such leasesthe Company, any existing default no circumstances or event state of default (or event which facts presently exists which, with the giving of notice or lapse passage of time, or both, would constitute a defaultbreach or default under any Real Property Lease. The Company and its Subsidiaries are not parties to any written or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the right to use or occupy any Leased Real Property. Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries have not received written notice of any pending and, to the knowledge of the Company, there is no pending or threatened condemnation, eminent domain, taking or similar proceeding affecting any Leased Real Property or any portion thereof. (c) The Company and its Subsidiaries have good, valid and marketable title to, or leases and have a valid leasehold interest in, all of the assets, properties, fixtures, equipment (and components thereof) and interests in properties (tangible or intangible) reflected as being owned or leased to the Company or its Subsidiaries in the Company Balance Sheet or acquired after the Company Balance Sheet Date (including a valid leasehold interest in all Leased Real Property), free and clear of all Liens, except (i) for Permitted Liens, (ii) for assets disposed of in the ordinary course of business consistent with past practice after the Company Balance Sheet Date and (iii) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, such assets, properties, fixtures, equipment (and components thereof) and interests in properties (tangible and intangible) include all assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries to carry on their respective businesses as presently conducted. All tangible personal property used by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for in the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described their respective business is in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in reasonably good condition and repair repair, subject to reasonable wear and regularly maintained in accordance with standard industry practice tear considering the age and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any ordinary course of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement use of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesproperty.

Properties. Section 3.7(a)(i(a) The real Properties listed on Exhibit C are owned directly, in fee simple, by the Contributed Entities shown on such Exhibit or their direct or indirect wholly owned subsidiaries, except that a portion of the Company Disclosure Letter sets forth Doubletree Seattle Airport Property is leased to the Contributed Entity that owns such Property as described in the Registration Statement. Each Contributed Entity is insured under a list policy of title insurance as the owner of the fee simple or leasehold estate of such real Property, in each case free and clear of all real property currently owned Liens except for Permitted Liens. Prior to the Closing Date, iStar shall not take or omit to take any action to cause any Lien to attach to any Contributed Interests or any Property, except for Permitted Liens. (b) Except for matters that would not, individually or in the aggregate, have an iStar Material Adverse Effect, (i) no Contributed Entity and no other party to a Lease has given or received any notice of default with respect to any term or condition of any such Lease that remains uncured, which default, if not timely cured, would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the Company tenant, termination of the tenant’s right to possession of the related leased premises, (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease that, if not timely cured would permit, subject to expiration of its Subsidiaries (applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the “Owned Real Property”)related Lease, set off of material amounts under the date related Lease or, in the case of acquisitiona default by the tenant, termination of the tenant’s right to possession of the related leased premises, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributed Entity, except for Permitted Liens, and the approximate square footages (iii) each of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are Leases is in full force and effect, are and constitutes the legal, valid and effective binding obligation of the applicable Contributed Entity, and to iStar’s Knowledge, each other party thereto, enforceable against each Contributed Entity, and to iStar’s Knowledge, each other party thereto, in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and there is notsimilar Laws affecting creditors’ rights generally and subject, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, oras to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the CompanyLeases, no Contributed Entity has granted an option or right of first refusal or offer pursuant to the Leases with respect to the sale of any Property. (c) To iStar’s Knowledge, by except as previously disclosed to Safety or the Operating Partnership, no tenant under a Lease is presently the subject of any other party thereto. The Company voluntary or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company involuntary bankruptcy or any of its Subsidiaries have a right to occupy any material Real Propertyinsolvency proceedings, except for subleases described matters that would not, individually or in the Company Disclosure Letter pursuant aggregate, reasonably be expected to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesan iStar Material Adverse Effect.

Properties. (a) Section 3.7(a)(i5.16(a) (Part I) of the Company Parent Disclosure Letter sets forth a list of all the address of each real property currently owned owned, leased (as lessee or sublessee), including ground leased, by the Company Parent or any Parent Subsidiary as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement (all such real property interests, together with all buildings, structures and the approximate square footages of the land other improvements and fixtures located on or under such real property and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiarieseasements, neither the Company nor any of its Subsidiaries has ever owned any rights and other appurtenances to such real property, are individually referred to herein as a “Parent Property” and collectively referred to herein as the “Parent Properties”). Section 3.7(a)(ii5.16(a) (Part II) of the Company Parent Disclosure Letter sets forth a list of all the address of each facility and real property currently leasedwhich, licensed as of the date of this Agreement, is under contract by Parent or a Parent Subsidiary for purchase or which is required under a binding contract to be leased or subleased by the Company Parent or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and a Parent Subsidiary after the date of this Agreement. (b) Parent or a Parent Subsidiary owns good and marketable fee simple title or leasehold title (as applicable) to each of the leaseParent Properties, licensein each case, sublease free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other occupancy right Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and each amendment thereto. The Owned Real Property for which there are adequate reserves on the financial statements of Parent (if such reserves are required pursuant to GAAP), (iii) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (iv) Liens that are disclosed on the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material existing Parent Title Insurance Policies made available by or on behalf of Parent, Merger Sub or any Parent Subsidiary to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, prior to the Company’s Knowledgedate hereof and, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesleasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor, or sublessor, (v) 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 consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings, and (vi) any other Liens that do not materially impair the value of the applicable Parent Property or the continued use and operation of the applicable Parent Property as currently used and operated.

Properties. Section 3.7(a)(i(a) The Company has good and marketable title to, or in the case of leased property has valid leasehold interests in, all of its property and assets (whether real or personal, tangible or intangible) necessary for the business of the Company Disclosure Letter sets Company. Except as set forth a list on Schedule 3.9, Part (a), none of all real such property currently or assets is subject to any Liens except for Permitted Liens. The assets owned or leased by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages constitute all of the land and all buildings situated thereon. Except assets necessary for the Owned Real Property Company to carry on the Company’s business as currently conducted. None of the assets owned or leased by the Company is subject to any Lien other than Permitted Liens. All tangible assets owned or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased leased by the Company or any have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put. (b) Schedule 3.9, Part (b) sets forth, as of its Subsidiaries or otherwise used or occupied the date hereof, a description of each item of Tangible Personal Property leased by the Company or any with annual lease payments in excess of its Subsidiaries Twenty-Five Thousand United States Dollars ($25,000). (c) Schedule 3.9, Part (c) lists all real estate leased by the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be Company (collectively referred to herein as the “Real PropertyProperties”). All such current leases which are material to the Company of Real Properties and its Subsidiaries taken as a whole all amendments and modifications thereto are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, exists no default under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) lease by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any other party thereto, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or, to the Company’s Knowledge, any other party thereto. All leases of Real Properties shall remain valid and binding in accordance with their terms following the Closing. The Company or its Subsidiaries currently occupies all does not own any real estate. (d) With respect to any of the Real Property for leased by the Company, there is no sublease from the Company to any other Person and the Company has the right to use all material property, assets and rights that it currently uses in the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets business of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 3.7(a)(i3.19(b) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of all material real property that is leased, subleased, sub-subleased, or licensed to the Company or any Company Subsidiary, as applicable, and sets forth a an accurate and complete list of any and all real property currently owned material leases, subleases, sub-subleases and licenses to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). Accurate and complete copies of all material Real Estate Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and is valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies (the foregoing (A) and (B), the “Enforceability Limitations”); (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the applicable Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedother than, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and in each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leasescase, any existing default matters that, individually or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the aggregate, have not had and would not reasonably be expected to have, a Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all received a written notice of its obligations default under any material termination agreements pursuant to Real Estate Lease which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesremains uncured.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee simple title to all Owned Real Property and a valid leasehold interest in all Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances. Except as set forth on Section 3.7(a)(i3.13(a) of the Company Disclosure Letter sets forth a list of all real property currently owned by Letter, the Company or any one of its Subsidiaries (the “Owned has exclusive possession of each Leased Real Property”), the date of acquisition, and the approximate square footages . Except as set forth on Section 3.13(a) of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its SubsidiariesDisclosure Letter, neither the Company nor any of its Subsidiaries has ever owned is a sublessor or grantor under any real property. sublease or other instrument granting to any other Person any right to the possession, lease, occupancy, or enjoyment of any Owned Real Property or Leased Real Property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Real Property Leases is in full force and effect and is valid, binding and enforceable in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Section 3.7(a)(ii3.13(c) of the Company Disclosure Letter sets forth a list lists, as of the date hereof, (i) the street address of each parcel of Owned Real Property and Leased Real Property; (ii) for each Leased Real Property, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to the Owned Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of the deeds and other instruments (as recorded), all title insurance policies, opinions, abstracts and surveys, in each case to the extent in the Company’s or its Subsidiaries’ possession. With respect to the Leased Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of all real property currently leasedleases related to the Leased Real Property (the “Real Property Leases”) (together with all amendments, licensed or subleased guaranties and other material correspondence related thereto). None of the Real Property Leases have been modified in any material respect other than as reflected in the documents made available to Parent and Merger Sub, and the Real Property Leases will be in full force and effect immediately following the Effective Time. The use and occupancy by the Company or its Subsidiaries, as applicable, of the Leased Real Property pursuant to the Real Property Leases are not in breach, violation or non-compliance of or with any applicable Law in any material respect, there are no oral agreements or written forbearance programs in effect as to the Real Property Leases and, to the Knowledge of the Company, no event has occurred, which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder, and the Company has not received any written notice of termination or change to, or received a written proposal with respect thereto, any Real Property Lease as a result of the Transactions contemplated by this Agreement or otherwise. (d) There are no Actions pending or, to the Knowledge of the Company, threatened, against or affecting the Owned Real Property or Leased Real Property or any portion thereof or interest therein in the nature of condemnation or eminent domain proceedings. There has been no material destruction, damage or casualty with respect to any of its Subsidiaries the Owned Real Property or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name Property that has not been fully repaired or restored. (e) The use and operation of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets business of the Company as currently conducted do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement, and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination has not received written notice of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability such violations with respect to such terminated real property leasesthe Owned Real Property or the Leased Real Property.

Properties. Section 3.7(a)(iExcept as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (a) has good and marketable title to all the real property owned by the Company or one of its Subsidiaries (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and (b) is the lessee or sublessee of all leasehold estates leased or subleased by the Company or one of its Subsidiaries (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and is in possession of the Company Disclosure Letter sets forth properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or sublessee or, to the Knowledge of the Company, the lessor. Except as would not reasonably be expected, either individually or in the aggregate, to have a list Material Adverse Effect on the Company, none of all real property currently owned by the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the “Owned Real Property”)process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company hereof in whole or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real propertyin part. Section 3.7(a)(ii3.21(a) of the Company Disclosure Letter sets forth Schedule contains a complete and correct list as of the date hereof of all Company Owned Properties. Section 3.21(b) of the Company Disclosure Schedule contains a complete and correct list as of the date hereof of all Company Leased Properties, together with a list of all real property currently leasedapplicable leases or subleases (each, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the a “Leased Real PropertyLease”), ) and the name of the lessor, licensor, lessor or sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there There is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, no pending or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all Knowledge of the Real Property for the operation of its business. No parties other than Company, threatened condemnation proceedings against the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. (a) The Company or a Company Subsidiary has good and valid title to, or a valid leasehold estate in, all the properties and assets reflected in the Company’s December 31, 2009 balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary (except for properties and assets subsequently sold, and leases subsequently terminate, in the ordinary course of business). (b) Section 3.7(a)(i3.19(b) of the Company Disclosure Letter sets forth a list lists all Company Fee Property. The Company or one of the Company Subsidiaries has good, valid and marketable title to each parcel of real property owned in fee by the Company or any of its Company Subsidiaries (“Company Fee Property”). (c) Section 3.19(c) of the Company Disclosure Letter lists all real property currently owned leases to which the Company or any Company Subsidiary is a party (together with all amendments, modifications, supplements, renewals and extensions related thereto (collectively, the “Leases”). Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each Lease is valid and binding on the Company and each Company Subsidiary party thereto in accordance with its respective terms and is in full force and effect, and (ii) there is no breach or default under any Lease by the Company or any of its Subsidiaries (or, to the “Owned Real Property”)knowledge of the Company, any other party thereto. To the Company’s knowledge, as of the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiariesthis Agreement, neither the Company nor any Company Subsidiary has received any written notice of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which that with notice or lapse of time, or both, would constitute a default) default by the Company or any of its SubsidiariesCompany Subsidiary under any Lease. Except as, orindividually or in the aggregate, has not had and would not reasonably be expected to the Company’s Knowledgehave a Company Material Adverse Effect, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described Company Subsidiary that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases parcel of real property that are no longer which is subject to a Lease and is in effect and has no material continuing liability with respect possession of the properties purported to such terminated real property leasesbe leased or licensed thereunder.

Properties. (i) Section 3.7(a)(i5.03(s)(i) of the Company Cornerstone’s Disclosure Letter sets forth Schedule contains a complete and correct list of all real property currently or premises owned or operated by Cornerstone as of the Company date hereof. Other than as disclosed in Section 5.03(s)(i) of Cornerstone’s Disclosure Schedule, none of Cornerstone or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the “Owned Real Property”)process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. (ii) Section 5.03(s)(ii) of acquisition, Cornerstone’s Disclosure Schedule contains a complete and the approximate square footages correct list of the land and all buildings situated thereon. Except for the Owned Real Property currently owned real property or premises leased or subleased in whole or in part by the Company Cornerstone or any of its Subsidiaries, neither and together with a list of applicable leases or subleases and the Company name of the lessor or sublessor. (iii) To Cornerstone’s Knowledge, all real and personal property owned by Cornerstone or any of its Subsidiaries or presently used by any of them in their respective business is in a good condition (ordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. Cornerstone has good, marketable and indefeasible title, free and clear of all Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of Cornerstone as of December 31, 2024, or acquired after such date, other than properties sold by Cornerstone or any of its Subsidiaries in the ordinary course of business, except (A) Liens for current taxes and assessments not yet due or payable for which adequate reserves have been established, (B) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or extent, or (D) as reflected on the consolidated balance sheet of Cornerstone as of December 31, 2024. (iv) All real and personal property which is material to Cornerstone’s business on a consolidated basis and leased or licensed by Cornerstone or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of Cornerstone or any of its Subsidiaries and, to Cornerstone’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against Cornerstone or such Subsidiary of Cornerstone, and to Cornerstone’s Knowledge, the other parties thereto, in accordance with their terms, subject to the Bankruptcy and Equity Exception. (v) Except as set forth in Section 5.03(s)(v) of Cornerstone’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and Cornerstone and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither Cornerstone nor any of its Subsidiaries has ever owned received any written notice of termination, cancellation, breach or default under any such real property. Section 3.7(a)(ii) property lease and, to the Knowledge of Cornerstone as of the Company Disclosure Letter sets forth a list of all real property currently leaseddate hereof, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective termsno event has occurred, and there is notno circumstances or condition exists, under any of such leases, any existing default that (with or event of default (or event which with without notice or lapse of time, or both) will, or would constitute reasonably be expected to, (A) result in a defaultviolation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To Cornerstone’s Knowledge, Cornerstone and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Company Americans with Disabilities Act of 1990, as amended. None of the owned or leased premises or properties described in paragraph (i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it. (vi) Except as set forth in Section 5.03(s)(vi) of Cornerstone’s Disclosure Schedule, (A) neither Cornerstone nor any of its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by Cornerstone or any of its Subsidiaries (or any portion thereof or interest therein), (B) neither Cornerstone nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property owned by Cornerstone or any of its Subsidiaries, or, (C) to the CompanyCornerstone’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment of any real property owned by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company Cornerstone or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in Section 5.03(s)(vii) of Cornerstone’s Disclosure Schedule, the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor real property owned by Cornerstone or any of its Subsidiaries (A) is occupied under a valid certificate of occupancy or similar permit, (B) the Transaction will be required not require the issuance of any new or amended certificate of occupancy and, (C) to incur Cornerstone’s Knowledge, there are no facts that would prevent any material cost or expense for any restoration or surrender obligationssuch property from being occupied and used by Plumas Bank after the Closing in the same manner as occupied by Cornerstone immediately prior to the Closing. (viii) To Cornerstone’s Knowledge, (x) all improvements on the real property owned by Cornerstone or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all are wholly within the lot limits of such real property and do not encroach on any adjoining premises or easement or similar property right benefiting such real property, and (y) there are no encroachments on any real property owned by Cornerstone or any of its obligations under Subsidiaries or any material termination agreements pursuant to easement of property, right or benefit appurtenant thereto by any improvements located on any adjoining property which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesdetract from the use therefrom.

Properties. Section 3.7(a)(i12.1 Prior to Completion, but subject to clause 12.4, the Seller shall procure that the Company is granted a lease in respect of each Real Property (or part of it, as the case may be) used by the Sky News Business as at the date of this agreement. 12.2 Each lease granted pursuant to clause 12.1 shall be in a form approved by the Purchaser, acting reasonably, but shall: (a) be for a term of not less than 15 years from Completion, with a contractual right to renew for a further 5 years from expiry of the initial term; (b) be on an arm’s length basis, on reasonable commercial terms and in a form appropriate to the jurisdiction in which the relevant Real Property is situated; (c) enable the Company Disclosure Letter sets forth to continue to use the relevant Real Property in the same manner as it is used by Sky News as at the date of this agreement; and (d) not impose any additional costs on the Company in respect of the relevant Real Property compared with the costs incurred by Sky News in relation to that Real Property in the period of 12 months immediately before Completion. 12.3 If any lease granted to the Company pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a list Real Property (or part of all real property currently owned it) which, as at the date of this agreement, forms part of a wider building or site that is used by both the Sky News Business and the Non-Sky News Business, the Seller shall procure (on terms approved by the Purchaser, acting reasonably) that from Completion all appropriate rights, facilities services arrangements and other agreements are put in place at no cost to the Company (including in respect of any separation works) to reflect the principle that the Company may continue to use the relevant Real Property in the same manner as it is used by Sky News at the date of this agreement. 12.4 If the Seller is unable to comply with clause 12.1 as a result of a restriction or any prohibition in a superior lease or other contract relating to the relevant Real Property in effect as at the date of its Subsidiaries this agreement or the Company is not in exclusive possession of the relevant Real Property or it would be otherwise impractical to grant a lease having regard to the configuration of the relevant Real Property and all other circumstances: (a) if applicable, the “Owned Real Property”Seller shall (at no cost to the Company) use all reasonable and commercially prudent endeavours to procure that the restriction or prohibition is waived or amended prior to Completion to allow a lease to be granted in accordance with clauses 12.1 and 12.2; and (b) if, having complied with clause 12.4(a), the date Seller is unable to comply with clause 12.1 in respect of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned a Real Property currently owned (or part of it, as the case may be) used by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and Sky News at the date of this agreement, the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property Seller shall be collectively referred to herein as the “Real Property”. All such current leases which are material to procure that the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have granted a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The that Real Property (or the relevant part of it) on terms approved by the Purchaser, acting reasonably, and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance otherwise consistent with standard industry practice and clauses 12.2(a) to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases12.2(d).

Properties. (a) Section 3.7(a)(i3.18(a) of the Company Disclosure Letter sets forth a list of all the address of each real property currently owned (and noting whether such real property is) owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by the Company or any Company Subsidiary as of its Subsidiaries the date hereof other than the Corporate Office (all such real property interests, together with all right, title and interest of the 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 “Company Property” and collectively referred to herein as the “Owned Real PropertyCompany Properties”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii3.18(a) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property currently leasedwhich, licensed as of the date hereof, is under contract by the Company or a Company Subsidiary for purchase or which is required under a binding contract to be leased or subleased or licensed by the Company or a Company Subsidiary after the date hereof. Other than as required by any Company Leases, neither the Company nor any Company Subsidiary is (A) obligated to dispose of any material Company Property or (B) bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, ground lease or otherwise acquire any Company Property. (b) The Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable freehold or fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens securing any Indebtedness set forth in Section 3.18(b)(i) of the Company Disclosure Letter, (ii) Liens that result from any Laws or other 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 Company 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 Company Leases, (iii) 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, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary or permitted by any Company Lease, (vi) Liens that are disclosed on any Company Title Insurance Policies or surveys made available by or on behalf of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and Company Subsidiary to Parent prior to the date of the leasehereof and, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material with respect to the Company Ground Leases, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and its Subsidiaries taken as a whole 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 full force good faith by appropriate proceedings and effect, for which there are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by adequate reserves on the Company Financial Statements (if such reserves are required pursuant to GAAP), (viii) Liens which will be released or insured over before Closing, (ix) 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 its SubsidiariesCompany Property, orin each case, to the Company’s Knowledgecovering personal property, by (xii) any other party thereto. The Company non-monetary Liens, limitations, restrictions or its Subsidiaries currently occupies all title defects that do not materially impair the continued use and operation of the Real applicable Company Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property as currently used and the physical assets of the Company operated and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or (xiii) any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLien approved by Parent.

Properties. Section 3.7(a)(i3.14(a) of the Company Disclosure Letter sets forth a correct and complete list of all real property currently owned by the Company or any Company Subsidiary that is material to the operation of its Subsidiaries the business of the Company or any Company Subsidiary (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii3.14(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 currently leased, licensed or subleased by that is material to the operation of the business of the Company or any of its Subsidiaries Company Subsidiary (as amended or otherwise used or occupied by 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 its Subsidiaries the real property that is the subject of any Real Property Lease (the “Leased Real Property”), ” and together with the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as Property, the “Real Property”). All such current leases which are material The Company has previously made available to Parent correct and complete copies of each Real Property Lease. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and its each of the Company Subsidiaries taken as has good, valid and marketable title to the Owned Real Property and a whole are valid leasehold or sublease interest in the Leased Real Property, in each case, free and clear of all Liens except for Permitted Liens, (ii) 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 Subsidiaries are valid and effective not in accordance with their respective terms, default (and there is not, no event or condition that after notice or lapse of time or both would constitute a default by the Company or any Company Subsidiary) under any Real Property Lease and, to the Knowledge of such leasesthe Company, any existing default or event of there is no default (or event which with or condition that after notice or lapse of time, time or both, both would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company thereto under any Real Property Lease, (iv) no Person leases, subleases, licenses or its Subsidiaries currently occupies all otherwise has a right to use or occupy any of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in Company Subsidiary and (v) all improvements located on the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the physical assets business of the Company and the Company Subsidiaries are, to be operated in all material respects, in good condition the ordinary course as currently operated and repair and regularly maintained in accordance with standard industry practice and as presently proposed to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirementsbe operated. Neither the Company nor any of its Subsidiaries will be required Company Subsidiary is a party to incur any material cost or expense agreement for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination sale of any leases or Real Property. No other occupancy agreements for real property, other than the Real Property. The , is material to the operation of the business by the Company and each as conducted as of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesthe date hereof.

Properties. (a) Section 3.7(a)(i) 3.15 of the Company Disclosure Letter sets forth a list Schedule correctly lists each parcel of all real property currently owned by leased or subleased (including the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or to be subleased by under the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a defaultMaster Sublease) by the Company or any Subsidiary (the "Real Property"). The Company and its Subsidiaries do not own any Real Property in fee simple. (b) Section 3.15 of the Disclosure Schedule contains (1) as of the date hereof, a complete and accurate list of every lease of Real Property, together with all amendments and modifications thereto and each agreement (written or oral) that affects the rights of any party to such leases (each, a "Lease"), and (2) as of the date hereof, a complete and accurate list of each Lease which by its Subsidiariesterms expires on or before January 31, 2002 (the "Renewal Leases"). Each Lease is in full force and effect and, as of the date hereof, has not been modified by any agreement (written or oral); has not been assigned, transferred or hypothecated by the tenant thereunder; all material amounts due and payable as rent or additional rent (including any percentage rents) due under each such Lease have been paid in full (except that routine reconciliations of typical lease charges such as taxes, common area maintenance payments, insurance and the like may still be owed for prior years if such amounts have not been billed by landlords or are in the routine process of payment on the date hereof); in each case the lessee has been in peaceable possession since the commencement of the original term of such Lease and no material waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; and there exists no default or event, occurrence, condition or act which, with the giving of notice or the lapse of time or both, would become a default under such Lease which would give the lessor the right to terminate the Lease, charge any increased rent or require any penalty or similar payment, subject to all rights to cure under such Lease. Neither the Company, any Subsidiary nor any party leasing Real Property for the benefit of the Company or any Subsidiary has violated any of the terms or conditions under any such Lease in any material respect, and, to the Knowledge of The Limited and Seller, all of the covenants to be performed by any other party under any such Lease have been fully performed. The Company and its Subsidiaries have adequate rights of ingress and egress and adequate electric, light, telephone and water utilities with respect to all Real Property for operation of the business of the Company and its Subsidiaries in the ordinary course and consistent in all material respects with past practice and with the business plans of the Company and its Subsidiaries as in effect on the date hereof. No condemnation proceeding or other litigation is pending or, to the Company’s KnowledgeKnowledge of The Limited and Seller, threatened which would preclude or impair the use of any such Real Property by any other party theretothe Company and its Subsidiaries for the purposes for which it is currently used or proposed to be used. To the Knowledge of The Limited and Seller, the buildings and structures in which the premises leased pursuant to a Lease are situated are structurally sound with no known material defects that are not being addressed in the ordinary course by the Company or its Subsidiaries currently occupies all of (either directly or through The Limited and its Affiliates or the Real Property relevant landlord) and are in good operating condition and repair (except for repairs being undertaken in the operation of its business. No parties other than ordinary course by the Company or any of its Subsidiaries have a right (either directly or through The Limited and its Affiliates) or the relevant landlord) in each case to occupy any material Real Property, except the extent necessary for subleases described in the Company Disclosure Letter pursuant to which third parties have continued operation of the right to occupy Real Property. The Real Property and the physical assets business of the Company and the Subsidiaries areits Subsidiaries, in all material respects, in good condition and repair and regularly maintained in accordance respects consistent with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Propertypast practice. The Company and each of its Subsidiaries has performed all of (directly or through The Limited and its obligations under any material termination agreements pursuant to which it has terminated any leases of real property Affiliates) maintain store maintenance programs that are no longer in effect and has no material continuing liability consistent with respect to such terminated real property leasessound business practices.

Properties. (a) Section 3.7(a)(i3.14(a) of the Company Disclosure Letter sets forth a list of lists the common street address for all real property currently owned by the Company or any of its Subsidiaries subsidiaries in fee as of the date hereof (together with all fixtures, buildings, structures and other improvements located thereon, the “Owned Real Property”), ) and sets forth the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Company subsidiary owning such Owned Real Property currently owned by the Property. The Company or its Subsidiaries, neither the Company nor any one of its Subsidiaries subsidiaries has ever owned any real property. good, valid and marketable fee simple title to all Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Section 3.7(a)(ii3.14(b) of the Company Disclosure Letter sets forth a list of lists the common street address for all real property currently leased, licensed or subleased by in which the Company or any of its Subsidiaries subsidiaries holds a ground lease or otherwise used ground sublease interest in any real property, other than any Operating Lease (the “Ground Leased Real Property”), each ground lease (or occupied by ground sublease) with a third party pursuant to which the Company or one of its subsidiaries is a lessee (or sublessee) as of the date hereof, including each amendment, modification, assignment, letter agreement or guaranty related thereto, other than any Operating Lease (individually, a “Ground Lease” and collectively, “Ground Leases”) and the applicable Company subsidiary holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company or one of its subsidiaries has a good and valid leasehold interest in the Ground Leased Real Property free and clear of all Liens except for Permitted Liens and (ii) each Ground Lease is a valid and binding obligation of the Company or its subsidiary, enforceable against the Company or such subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception. True and complete copies of the Ground Leases have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, as of the date hereof, none of the Company or any of its Subsidiaries (subsidiaries has received any written notice to the “Leased effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Company Real Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and the Company subsidiaries 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 Permitted Liens. (d) Section 3.14(d) 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 December 31, 2019, except for condemnations, easements or similar interests. (e) Except as has not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the name present use of the lessorland, licensorbuildings, sublessorstructures and improvements on the Company Real Property are in conformity with all applicable laws, master lessor and/or lessee rules, regulations and ordinances, including, without limitation, all applicable zoning laws, ordinances and regulations and with all registered deeds, restrictions of record or other agreements affecting such Company Real Property. To the date knowledge of the leaseCompany, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to none of the Company and its Subsidiaries taken as a whole are subsidiaries have 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 full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event each case which with notice or lapse of timehas had, or bothwould, would constitute individually or in the aggregate, reasonably be expected to have a defaultMaterial Adverse Effect. (f) by the Company or There are no Contracts providing any of its Subsidiaries, or, to the Company’s Knowledge, by any other third party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have with a right to occupy participate in the profits, equity or other interest in any material Company Real Property, Property except for subleases described in Contracts with the joint venture partners that are set forth on Section 3.14(f) of the Company Disclosure Letter pursuant to which third parties have Letter. Notwithstanding the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries areforegoing, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property no representation is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations made under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability this Section 3.14 with respect to such terminated real property leasesany Intellectual Property.

Properties. (a) Section 3.7(a)(i4.16(a) (Part I) of the Company Disclosure Letter sets forth a list of all the address of each real property currently owned owned, leased (as lessee or sublessee), including ground leased, by the Company or any Company Subsidiary as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement (all such real property interests, together with all buildings, structures and the approximate square footages of the land other improvements and fixtures located on or under such real property and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiarieseasements, neither the Company nor any of its Subsidiaries has ever owned any 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”). Section 3.7(a)(ii4.16(a) (Part II) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property currently leasedwhich, licensed as of the date of this Agreement, is under contract by the Company or a Company Subsidiary for purchase or which is required under a binding contract to be leased or subleased by the Company or a Company Subsidiary after the date of this Agreement. (b) The Company or a Company Subsidiary owns good and marketable fee simple title or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of its Subsidiaries business consistent with past practice, (ii) Liens that result from any statutory or otherwise used other Liens for Taxes or occupied assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required pursuant to GAAP), (iii) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (iv) Liens that are disclosed on the existing Company Title Insurance Policies made available by or on behalf of the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and Company Subsidiary to Parent prior to the date of the leasehereof and, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesleasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (v) 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 consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings, and (vi) any other Liens that do not materially impair the value of the applicable Company Property or the continued use and operation of the applicable Company Property as currently used and operated.

Properties. Section 3.7(a)(i(a) of Neither the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company Parent nor any of its Subsidiaries subsidiaries owns or has ever owned any real property. . (b) Section 3.7(a)(ii4.14(b) of the Company Parent Disclosure Letter sets forth a true and complete list of all real property currently leased, licensed subleased or subleased otherwise occupied by the Company Parent or any of its Subsidiaries subsidiaries as tenant, subtenant or otherwise used or occupied by occupant as of the Company or any date of this Agreement and material to the business of the Parent and its Subsidiaries subsidiaries, taken as a whole (collectively, the “Parent Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned No Parent Real Property and Lease is subject to any Lien, including without limitation, any right to the use or occupancy of any Parent Leased Real Property, other than Parent Permitted Liens. Each Parent Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Parent Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material leased thereunder, and is, with respect to the Company Parent or the applicable subsidiary of the Parent, a valid and its Subsidiaries taken as a whole are subsisting agreement in full force and effecteffect and constitutes a valid, are valid binding and effective in accordance with their respective termsenforceable obligation of the Parent or the applicable subsidiary of the Parent, subject to the Bankruptcy and there is not, Equity Exception. The Parent has not received any written notice of termination or cancellation of or of a breach or default under any Parent Real Property Lease that remains uncured as of such leasesthe date of this Agreement nor, to the Knowledge of Parent, has any existing default or event of default (or event which occurred which, with notice or lapse of time, time or both, would constitute a defaultbreach or default under any such Parent Real Property Lease, or permit the termination or cancellation of any such Parent Real Property Lease. With respect to the Parent Leased Real Property, Section 4.14(b) by of the Company Parent Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Parent or any of its Subsidiariessubsidiaries is, oras of the date hereof, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date hereof and are material to the Company’s Knowledgebusiness of the Parent and its subsidiaries, by any other party theretotaken as a whole (each, a “Parent Real Property Lease”). The Company or its Subsidiaries currently occupies all Parent has heretofore made available to Parent true and complete copies of the Parent Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right Leases. (c) With respect to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets each of the Company and Parent Leased Real Properties, neither the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company Parent nor any of its Subsidiaries will be required subsidiaries has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to incur purchase, expand, renew or terminate contained in the Parent Real Property Leases. (d) Neither the Parent nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and the Parent has not received written notice threatening any such proceedings, in each case, affecting any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement portion of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Parent Leased Real Property. The Company and each Neither the Parent nor any of its Subsidiaries subsidiaries has performed all received written notice of its obligations under the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any material termination agreements pursuant portion of the Parent Leased Real Property. As of the date hereof, none of the material improvements located on any parcel of Parent Leased Real Property that is material to which it the business of the Parent and its subsidiaries, taken as whole, has terminated any leases been damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of real property that the Parent in the ordinary course. (e) To the Knowledge of Parent, there are no longer conditions or defects, latent or otherwise, to the Parent Leased Real Property that would, individually or in effect and has no material continuing liability with respect the aggregate, reasonably be expected to such terminated real property leaseshave a Parent Material Adverse Effect. (f) None of the Parent’s or its subsidiaries’ current use of the Parent Leased Real Property violates any restrictive covenant of record that affects any of the Parent Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expected to have a Parent Material Adverse Effect.

Properties. (a) Section 3.7(a)(i3.15(a) of the Company Vornado Disclosure Letter sets forth a list of all (i) each Vornado Included Property, and (ii) whether the applicable Vornado Included Entity directly or indirectly owns such Vornado Included Property in fee simple or directly or indirectly holds such Vornado Included Property pursuant to a leasehold, ground leasehold or some other property interest. Except as expressly set forth in Section 3.15(a) of the Vornado Disclosure Letter, as of the date hereof there are no real property currently owned by the Company properties that Newco, Newco OP or any Vornado Included Entity is obligated to buy, lease or sublease at some future date, or otherwise enter into any contract for sale, ground lease or letter of its Subsidiaries intent to sell or ground lease any such Vornado Included Property or any portion thereof (in each case, excluding any Vornado Leases and the “Owned Real Property”Vornado Ground Leases), and no commissions, fees or other amounts are payable (or are to become payable) in connection with the acquisition or disposition of any Vornado Included Property. (b) The applicable Vornado Included Entity owns good and marketable fee simple title or leasehold title (as applicable) to each of the Vornado Included Properties, in each case, free and clear of Liens, except for Vornado Permitted Liens. Except as set forth on Section 3.15(b) of the Vornado Disclosure Letter, the Vornado Included Entities have not granted, and to the knowledge of Vornado, none of the Vornado Included Properties is subject to, unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof. (c) To the knowledge of the Vornado Parties, except as may be disclosed in the third party physical condition reports with respect to the Vornado Included Properties which have been delivered or otherwise made available to the JBG Parties (it being understood and agreed that a reference in a physical condition report to a document not otherwise delivered or made available to the JBG Parties shall not be deemed to constitute disclosure of the contents of such document), as of the date hereof, with respect to each Vornado Included Property, (i) such Vornado Included Property is supplied with utilities and other services as necessary to permit its continued operation as it is now being operated, (ii) such Vornado Included Property is in good working order sufficient for its normal operation in the manner currently being conducted, (iii) such Vornado Included Property has not suffered any casualty or other damage that has not been repaired, and (iv) there are no patent or latent structural, mechanical or other significant defects or deficiencies in the improvements on any Vornado Included Property, in each case, except as has not had and would not reasonably be expected to have a Vornado Material Adverse Effect; provided, however, that this Section 3.15(c) shall not apply to any Vornado Included Property that is an Under Construction and Predevelopment Property or is otherwise raw land, under development or not otherwise in active operation. (d) No Vornado Included Entity has received (i) written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Vornado Included Properties necessary to permit the lawful use and operation of the buildings and improvements on any of the Vornado Included Properties as currently used and operated or that is necessary to permit the lawful use and operation of all utilities and means of egress and ingress to and from any of the Vornado Included Properties for the current use and operation of the Vornado Included Properties is not in full force and effect as of the date of acquisitionthis Agreement, except for such failures to be in full force and effect that, individually or in the approximate square footages aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Vornado Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the land and all buildings situated thereon. Vornado Included Properties which, individually or in the aggregate, has had or would reasonably be expected to have a Vornado Material Adverse Effect. (e) Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. as set forth in Section 3.7(a)(ii3.15(e) of the Company Vornado Disclosure Letter, no condemnation, eminent domain or similar proceeding has occurred or to the knowledge of the Vornado Included Entities is pending with respect to any Vornado Included Property and, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, no Vornado Included Entity has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Vornado Included Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Vornado Included Property. (f) Section 3.15(f) of the Vornado Disclosure Letter sets forth all ground leases affecting the interest of the Vornado Included Entities in any Vornado Included Property, other than ground leases as to which a Vornado Included Entity is both lessor and lessee, and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “Vornado Ground Leases”). Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all real property currently leasedVornado Ground Leases to which any Vornado Included Entity is bound; (b) true, licensed complete and correct copies of such Vornado Ground Leases have been delivered or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material made available to the Company JBG Parties; and (c) each such Vornado Ground Lease is valid, binding and enforceable in accordance with its Subsidiaries taken as a whole are terms and is in full force and effect, are valid and effective in accordance effect with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by respect to the Company or any of its Subsidiaries, orapplicable Vornado Included Entity and, to the Company’s Knowledgeknowledge of Vornado, with respect to the other 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). As of the date hereof, there are no monetary or non-monetary material defaults under any Vornado Ground Lease to which any Vornado Included Entity is bound, by any Vornado Included Entity or any other party thereto. The Company or its Subsidiaries currently occupies all As of the Real Property date hereof, no Vornado Included Entity has sent or received any notice of any violation or breach of, or default under, any Vornado Ground Lease to which any Vornado Included Entity is bound. (g) Except for discrepancies, errors or omissions that, individually or in the operation of its business. No parties other than the Company or any of its Subsidiaries aggregate, would not reasonably be expected to have a right Vornado Material Adverse Effect, the rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to occupy any material Real Propertyoffice and retail properties) or as of September 29, except 2016 (with respect to residential properties) that have been previously made available to the JBG Parties by the Vornado Included Entities, are true and correct and (i) correctly reference each tenant under each lease that was in effect as of as the respective dates of such rent rolls, and to which a Vornado Included Entity is a party as lessor with respect to each of the Vornado Included Properties (all leases, together with all amendments, modifications, supplements, renewals and extensions related thereto, the “Vornado Leases”) and (ii) identify the rent payable under the Vornado Lease as of such date. Except for subleases described discrepancies, errors or omissions that, individually or in the Company Disclosure Letter pursuant aggregate, would not reasonably be expected to which third parties have a Vornado Material Adverse Effect, the right Vornado Included Entities have made available to occupy Real Property. The Real Property the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (h) True and the physical assets of the Company and the Subsidiaries are, complete (in all material respects) copies of all (x) Vornado Ground Leases and (y) Vornado Leases for space in excess of 25,000 square feet in or at any Vornado Included Properties (the “Material Vornado Leases”) (it being understood that a Vornado Lease shall constitute a Material Vornado Lease if there are other Vornado Leases with the same tenant at the same Vornado Included Property that, if aggregated with such Vornado Lease, would exceed 25,000 square feet), in good condition each case in effect as of the date hereof and repair to the extent within Vornado’s possession and regularly maintained control, have been made available to the JBG Parties. Except as would not, individually or in the aggregate, reasonably be expected to have a Vornado Material Adverse Effect, (i) no Vornado Included Entity has given or received written notice of any violation or breach of, or default under, any Material Vornado Lease, which violation or breach remains outstanding and uncured, (ii) except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, no tenant under a Material Vornado Lease is in monetary or non- monetary material default under such Material Vornado Lease, which default remains outstanding and uncured, and (iii) each Material Vornado Lease is valid, binding and enforceable in accordance with standard industry practice its terms and is in full force and effect with respect to a Vornado Included Entity and, to the Company’s Knowledge the Real Property is in compliance, in all materials respectsknowledge of Vornado, with Legal Requirementsrespect to the other 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). Neither Except as set forth on Section 3.15(h) of the Company nor Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Material Vornado Leases have been paid in full. To the knowledge of Vornado, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, all material tenant improvement allowances, relocation allowances or other inducements due with respect to the current unexpired term of each Material Vornado Lease have been paid in full. As of June 30, 2016, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, there are no other material Leasing Costs to be paid in the future with respect to any Material Vornado Leases. (i) Except as set forth on Section 3.15(i) of the Vornado Disclosure Letter, there are no material Tax abatements or exemptions specifically affecting the Vornado Included Properties, and the Vornado Included Entities have not received any written notice of (and the Vornado Included Entities do not have any knowledge of) any proposed increase in the assessed valuation of any of its Subsidiaries will be required to incur any material cost or expense the Vornado Included Properties, except in each case for any restoration such Taxes or surrender obligationsassessment that have not had and would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect. (j) Except for Vornado Permitted Liens, as set forth in Vornado Leases and title documents made available to the JBG Parties prior to the date hereof or as would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect and except as set forth on Section 3.15(j) of the Vornado Disclosure Letter, no Vornado Included Entity is a party to any (i) unexpired option to purchase agreements, rights of first refusal or first offer or any other costs rights to purchase or otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement acquire any Vornado Included Property or any portion thereof that would materially adversely affect any Vornado Included Entity’s, ownership, ground lease or right to use a Vornado Included Property subject to a Material Vornado Lease, and (ii) other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration intent to sell or earlier termination ground lease any Vornado Included Property or any portion thereof that is owned by any Vornado Included Entity, which, in each case, is in favor of any leases or party other occupancy agreements for the Real Property. The Company and each of its Subsidiaries than a Vornado Included Entity. (k) No written unresolved claim has performed all of its obligations under been made against any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability title insurance policy evidencing title insurance with respect to a Vornado Included Property which, individually or in the aggregate, would be material to such terminated Vornado Included Property. (l) Schedule B accurately states the outstanding principal amount of the Indebtedness secured by each Vornado Included Property as of the applicable Valuation Date. (m) Newco and Newco OP do not directly own any real property leasesor personal property.

Properties. (a) Section 3.7(a)(i5.18(a) of the Company Spirit Disclosure Letter sets forth a list of all the address of each real property currently owned owned, leased (as lessee or sublessee), including ground leased, by the Company Spirit or any Spirit Subsidiary as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement (all such real property interests, together with all buildings, structures and the approximate square footages of the land other improvements and fixtures located on or under such real property and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiarieseasements, neither the Company nor any of its Subsidiaries has ever owned any rights and other appurtenances to such real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth , are individually referred to herein as a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Spirit Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee ” and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real PropertySpirit Properties”). All such current leases Section 5.18(a) of the Spirit Disclosure Letter identifies all real property which, as of the date of this Agreement, is under contract by Spirit or a Spirit Subsidiary for purchase or which are material is required under a binding contract to the Company and its Subsidiaries taken be leased or subleased (as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default lessee or event of default (or event which with notice or lapse of time, or both, would constitute a defaultsublessee) by Spirit or a Spirit Subsidiary after the Company date of this Agreement. (b) Spirit or any a Spirit Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of its SubsidiariesSpirit Properties, orin each case, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all free and clear of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real PropertyLiens, except for subleases described Spirit Permitted Liens. For the purposes of this Agreement, “Spirit Permitted Liens” shall mean any (i) Liens securing any Indebtedness incurred in the Company Disclosure Letter ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments 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 financial statements of Spirit (if such reserves are required pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets GAAP), (iii) Liens arising under Spirit Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 5.18(b) of the Company Spirit Disclosure Letter, or Spirit Leases or ground leases or air rights affecting any Spirit Property, (iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and existing Spirit Title Insurance Policies made available by or on behalf of Spirit or any Spirit Subsidiary to Spirit prior to the Company’s Knowledge the Real Property is in compliancedate hereof and, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vi) any 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 consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of Spirit (if such terminated real property leasesreserves are required pursuant to GAAP), and (vii) any other Liens, limitations, restrictions or title defects that do not materially impair the value or marketability of the applicable Spirit Property or the continued use and operation of the applicable Spirit Property as currently used and operated.

Properties. (a) Section 3.7(a)(i4.14(a) of the Company Disclosure Letter sets forth contains a true and complete list of all material real property currently owned by the Company or any of and its Subsidiaries (the “Company Owned Real Property”), the date of acquisition, . The Company and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any each of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all good and valid title to, and with respect to real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) owned by the Company or any of its Subsidiaries, orinsurable fee simple interest in, to the Company’s Knowledgeor valid license or leasehold interests in, by any other party theretoall their respective properties and assets, in all material respects, except for Permitted Liens. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties All such properties and assets, other than properties and assets in which the Company or any of its Subsidiaries have has a right to occupy any material Real Propertylicense or leasehold interest, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for subleases described Permitted Liens. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, the Company has furnished or made available to Parent prior to the date hereof copies of each deed for parcel of the Company Owned Real Property and all title insurance policies relating to the Company Owned Real Property in the possession or control of the Company. (b) The chart attached as Section 4.14(b) of the Company Disclosure Letter pursuant to identifies each of the leases, site leases, subleases, and occupancy agreements in which third parties have the right to occupy Real Property. The Real Property and the physical assets either of the Company or its Subsidiaries has a leasehold interest, license or similar occupancy rights, whether as lessor or lessee (together with any material amendments thereto, each, a “Company Lease” and, collectively, the “Company Leases”; the property covered by Company Leases under which either the Company or its Subsidiaries is a lessee is referred to herein as the “Company Leased Real Property”; the Company Leased Real Property, together with the Company Owned Real Property, collectively being the “Company Property”). Each such Company Lease is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, as the case may be, and, to the knowledge of the Company, of the other party or parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law), and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed complied with the terms of all Company Leases, except for such failures to be in full force and effect or to be in compliance that would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect. The Company or each respective Subsidiary of the Company is in possession of the properties or assets purported to be leased under its obligations respective leases, except as would not reasonably be expected to have a Company Material Adverse Effect. (c) The Company has provided to Parent true and complete in all material respects excerpts of all Company Leases under which the Company or its Subsidiaries is a lessee that contain (i) radius restrictions or non-compete provisions, (ii) restrictions on assignment, subletting or other transfer or (iii) restrictions on changes in the direct or indirect ownership of interests of the tenant. (d) None of the Company nor its Subsidiaries, nor their respective Affiliates, officers, directors, employees or consultants has leased, subleased, assigned, licensed or otherwise granted to any Person the right to use or occupy any material termination agreements pursuant portion of the Company Property. Except for Permitted Liens, none of the Company Owned Real Property is subject to which it has terminated any leases option or other agreement granting to any Person or entity any right to obtain title to all or any portion of real property such property. (e) Except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, to the knowledge of the Company, all buildings, structures, fixtures, building systems and equipment, and all components that are part of the Company Property are in material compliance with all applicable Laws and are in good operating condition in all material respects and in a state of good and working maintenance and repair in all material respects, and are reasonably adequate and reasonably suitable for the operation of the Company’s business. To the knowledge of the Company, there is no longer pending or written threat of condemnation or similar action affecting any of the material Company Property. (f) Section 4.14(f) of the Company Disclosure Letter sets forth the true and correct in effect all material respects aging and valued cost of the Company’s retail inventory. Since February 2, 2013 through the date of this Agreement, the Company has no purchased retail inventory in a manner consistent in all material continuing liability respects with respect to such terminated real property leasesthe ordinary past practices of the Company.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 3.7(a)(i4.15(b) of the Company Disclosure Letter sets forth contains, as of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property currently owned by which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither as applicable (collectively, including the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedImprovements thereon, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the name Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the lessorCompany, licensor, sublessor, master lessor and/or lessee and the date there are no facts or conditions affecting any of the leasebuildings, licensestructures, sublease or other occupancy right fixtures and each amendment thereto. The Owned Real Property and improvements (the “Improvements”) located on the Leased Real Property shall that, in the aggregate, would reasonably be collectively referred expected to herein as the “Real Property”. All such current leases which are material to materially interfere with the Company and and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole are whole. (d) Each Real Estate Lease (i) is in full force and effect, are effect and constitutes the valid and effective legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with their respective its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and there is notby general principles of equity, (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms of any of such leasesthe Real Estate Leases, has not been assigned in any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) manner by the Company or any of its the applicable Company Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. . (e) Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all received a notice of its obligations default under any material termination agreements pursuant to Real Estate Lease during the last six (6) months which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesremains uncured.

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 3.7(a)(i3.11(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 list list, which is true, correct and complete in all material respects as of the date of this Agreement, of (i) all real property currently owned by leases, subleases, licenses and occupancy agreements under which the Company or any of its Subsidiaries is occupying the 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 “Owned Leased Real Property”), the date of acquisition, and the approximate square footages . Except as set forth on Section 3.11(b) of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its SubsidiariesDisclosure Letter, neither the Company nor any of its Subsidiaries has ever owned (A) mortgaged any real propertyinterest in any such Real Property Lease, or (B) transferred or assigned any material interest in any such Real Property Lease not reflected in such Real Property Lease. Each Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable, and the Company and its Subsidiaries, as applicable, are not in material default under any Real Property Lease. Except as set forth on Section 3.7(a)(ii3.11(b) of the Company Disclosure Letter, no ownership or leasehold interest identified on Section 3.11(b) of the Company Disclosure Letter sets forth a list of all real property currently has been leased, licensed subleased, transferred or subleased assigned, in whole or in part, by the Company or any of its Subsidiaries or otherwise used or occupied by to another Person (other than the Company or any of its Subsidiaries (the “Leased Real Property”Subsidiaries), except as would not reasonably be expected to result in a Company Material Adverse Effect. (c) The transactions contemplated by this Agreement do not require any consent or approval of any party to any Real Property Lease with an annual rent of $5,000,000 or more and will not result in the name of breach or default under any such Real Property Lease, and will not otherwise cause any such Real Property Lease to cease to be in full force and effect on identical terms following the lessorclosing, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. in each. (d) The Owned Real Property and the Leased Real Property shall be collectively referred to herein as constitute all the “Real Property”. All such current leases which are real property used or held for use in connection with, necessary for the conduct of, and material to to, the business of the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. (a) Section 3.7(a)(i3.8(a)(i) of the Acquired Company Disclosure Letter Schedule sets forth a true and complete list of all real of the material machinery, equipment, vehicles and other tangible personal property currently owned or leased by the Acquired Companies, all Real Property Interests owned by the Company or any of its Subsidiaries Acquired Companies (the “Owned Real PropertyProperty Interests”), the date of acquisition, and the approximate square footages of the land ) and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed Interests leased or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries Acquired Companies (the “Leased Real PropertyProperty Interests”). The Acquired Companies, individually or together, have indefeasible title to all Owned Real Property Interests, valid leasehold interests in the case of Leased Real Property Interests, and good and marketable title or valid leasehold interests in and to all other properties, in each case listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule or otherwise owned or held by them (all such interests and properties, including those listed in Section 3.8(a)(i) of the Acquired Company Disclosure Schedule, collectively, the “Assets”), in each case free and clear of all Title Defects. To Seller’s Knowledge, there are no assessments against the name Assets for public improvements. As of the lessor, licensor, sublessor, master lessor and/or lessee and the date of this Agreement, there has been no actual or, to Seller’s (b) The Assets constitute all of the leaseassets, licenserights, sublease interests and properties, tangible or other occupancy right intangible, real or personal, that are used or necessary for use in connection with the operation of the Business consistent with past practice and each amendment theretoas currently operated or conducted by the Acquired Companies. The personal property owned or leased by the Acquired Companies is sufficient to enable them to conduct their Businesses as currently operated or conducted. There are no preferential or similar rights to purchase any of the Assets except as set forth in Section 3.8(b) of the Acquired Company Disclosure Schedule. (c) No Seller Party nor any Acquired Company has received any notice of any adverse claim to title to any Assets or has received any notice of default under or termination of, or is in default under, the terms of any leases, subleases, Easements or rights of way with respect to any Assets that constitute Real Property Interests, in any such case that might result in an impairment or loss of title to such Assets or the value thereof or that has or would hinder or impede the operation of the Assets of any Acquired Company or adversely affect the ability of the Acquired Companies to own and operate their Assets from and after the Closing in the ordinary course of business as conducted by the Acquired Companies prior to Closing, except for such adverse claims, defaults or terminations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. (d) The Assets that are tangible personal property are in good operating and working order, repair and condition, subject to ordinary wear and tear. (e) True and complete copies of all (i) deeds and other instruments by which each Acquired Company acquired the Owned Real Property Interests owned by it, (ii) existing surveys, title insurance policies, title insurance abstracts and other evidence of title of the Owned Real Property Interests in the possession of such Acquired Company or any Seller Party and (iii) leases and subleases covering the Leased Real Property shall be collectively Interests or other leased or subleased Assets have been made available to the General Partner and Buyer. (f) Section 3.8(f) of the Acquired Company Disclosure Schedule contains a true and complete list of all of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which any Acquired Company leases, sublets or otherwise demises any real property, whether surface, mineral or both, to any other Person (all said instruments, agreements and arrangements being hereinafter referred to herein as “Out Leases” and such real property as the “Out Leased Real PropertyProperty Interests”). True and complete copies of all of the Out Leases (including all amendments thereto and all instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All such current leases which of the Out Leases are material to the Company valid and its Subsidiaries taken as a whole are in full force and effect, are valid and effective effect in accordance with their respective terms, and there is not, . There are no existing defaults by any party under any of such leasesthe Out Leases, nor, to Seller’s Knowledge, has any existing default or event of default (or event which occurred which, with notice or lapse the passage of time, time or both, would constitute a defaultdefault by any party under any of the Out Leases. (g) by Except as set forth in Schedule 3.8(g) of the Acquired Company Disclosure Schedule, none of the Acquired Companies nor any Seller Party has received any written notice or, to Seller’s Knowledge, any other communication of claims that any lessee of any Acquired Company or any of its Subsidiaries, or, to the Company’s Knowledge, by contract miner for any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or such lessee has mined any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties coal that it did not have the right to occupy Real Property. The Real Property mine or mined any coal in such reckless and imprudent fashion as to give rise to any claims for loss, waste or trespass; and, to Seller’s Knowledge, no facts exist upon which a claim could be based, except for claims, individually or in the physical assets aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. (h) Seller has made available to the General Partner and Buyer the most recent complete and correct version of each of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and following items to the Company’s Knowledge extent such items are (i) in the possession or under the control of any Acquired Company or Seller Party, (ii) relate to or affect the Real Property is in complianceInterests or the Out Leased Real Property Interests, in all materials respectsincluding the coal reserves, with Legal Requirements. Neither the Company nor any coal ownership, mining conditions, mines, mining plans, property Tax bills and filings of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement property Tax forms of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The each Acquired Company and each (iii) relevant to the conduct of its Subsidiaries has performed the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect other books and has no material continuing liability with respect to such terminated real property leasesrecords, information, maps, reports and data.

Properties. Section 3.7(a)(i(a) of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company Each Loan Party and each of its Subsidiaries has performed good record, valid and marketable title in fee simple to, or valid leasehold interests in, all Real Property necessary or used in the ordinary conduct of its obligations business, free and clear of all Liens except for Permitted Liens and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and each of its Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Loan Parties as presently conducted. (b) Appendix D to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property located in the United States (i) owned by any Borrower as of the date hereof and describes the type of interest therein held by such Borrower and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, subleased or otherwise occupied or utilized by any Borrower, as lessee, sublessee, franchisee or licensee, as of the date hereof and describes the type of interest therein held by such Borrower and, in each of the cases described in clauses (i) and (ii) of this Section 6.08(b), whether any Lease requires the consent of the landlord or tenant thereunder, or other party thereto, to the Transactions. (c) No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under any material termination agreements pursuant to which it such Act has terminated any leases of real property that are no longer been obtained in effect and has no material continuing liability accordance with respect to such terminated real property leasesSection 7.07.

Properties. The Company (i) has good and marketable title to all the properties and assets (A) reflected in the Company Financial Statements as being owned by the Company (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after March 31, 2008 which are material to the Company’s business, free and clear of all Liens. The Company has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company is a party (the “Company Leases”) and is in sole possession of the properties purported to be leased thereunder. Section 3.7(a)(i3.01(l) of the Company Disclosure Letter sets forth a list of lists and describes briefly all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereonLeases. Except for the Owned Real Property currently owned by the Each Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are Lease is in full force and effecteffect and constitutes a legal, are valid and effective in accordance with their respective termsbinding obligation of, and there is notlegally enforceable against, the respective parties thereto. There is no uncured breach, and no default exists, on the part of landlord under any of such leasesthe Company Leases, any existing and the Company has no knowledge of breach or default or event any event, condition or state of default (or event facts, which with the giving of notice or lapse the passage of time, or both, would constitute a default) breach or default by the Company under any Company Lease. There is no suit, action, arbitration or other proceeding with respect to the Company Leases or the premises leased under the Company Leases. The Company has not received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises leased by the Company or any part thereof or of its Subsidiaries, or, any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Company Leases encompasses all real property used by the Company’s Knowledge, by and the Company does not own any other party theretoreal property and does not have any options to purchase real property. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets landlord under each of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries Leases has performed all initial improvements required to be performed by it under such Company Lease and all tenant improvements allowances have been paid to the Company as tenant under such Company Lease. All insurance required to be maintained by the Company under each of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer the Company Leases is in effect full force and has no material continuing liability with respect to such terminated real property leaseseffect.

Properties. (a) Section 3.7(a)(i) 4.9 of the Company Disclosure Letter sets forth Schedule contains a true and correct list of all (i) each parcel of real property currently owned by the Company or any of its Subsidiaries (the “"Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default") by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, and (ii) each material parcel of real property leased or subleased or otherwise occupied by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material as tenant or subtenant (the "Leased Real Property," together with the Owned Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy "Real Property") together with a true and correct list of all such material leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"). The Company has good and indefeasible fee simple title to its Owned Real Property Property, free and clear of all Liens other than Permitted Encumbrances. (b) Subject to the physical assets terms of its leases, each of the Company and its Subsidiaries has a valid and subsisting leasehold estate in and the Subsidiaries areright to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, in all material respectsvalid and binding agreement, in good condition and repair and regularly maintained enforceable in accordance with standard industry practice its terms, of the Company or its Subsidiaries and to of each other Person that is a party thereto, and there is no, and the Company’s Company has not received any written, or has Knowledge the Real Property is in complianceof, in all materials respectsany other, with Legal Requirementsnotice, and has no Knowledge, of any uncured material default (or any condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder. Neither the Company nor any of its Subsidiaries will be required has assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No material penalties are accrued and unpaid under any Real Property Lease. (c) The Company has delivered or provided access to incur any material cost Parent true and complete copies of all Real Property Leases. (d) There is no claim, action or expense for any restoration or surrender obligationsproceeding pending or, to the Knowledge of the Company, threatened, against the Company or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration its Subsidiaries or earlier termination of any leases or other occupancy agreements for the Real PropertyProperty by any Person which would materially affect the future use, occupancy or value of the Real Property or any part thereof. The Company Balance Sheet reflects all of the Real Property and each personal property used by the Company and its Subsidiaries in their business or otherwise held by the Company or any of its Subsidiaries Subsidiaries, except for (i) property acquired or disposed of in the ordinary and usual course of the business of the Company since the Company Balance Sheet Date, and (ii) real and personal property not required under GAAP to be reflected thereon or in the footnotes. The Company has performed good title to all material assets and properties listed on the Company Balance Sheet or thereafter acquired, free and clear of its obligations under any Liens, except for Permitted Encumbrances and Permitted Personal Property Liens. All of the material termination agreements pursuant to which it has terminated any leases fixed assets and properties including the improvements on the Real Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of real property that the business as presently conducted by the Company, and there are no longer in effect and has no material continuing liability with respect condemnation or appropriation proceedings pending or, to such terminated real property leasesthe Company's Knowledge, threatened, against the Real Property or the improvements thereon.

Properties. (a) Each of the Company and its Subsidiaries owns and has good title to all of its assets and properties reflected as owned on the Balance Sheet, free and clear of any Lien, except for (i) assets and properties disposed of, or subject to purchase or sales orders, in the ordinary course of business consistent with past practice since the Balance Sheet Date, and (ii) Liens for Taxes not yet delinquent. (b) Section 3.7(a)(i3.18(b) of the Company Disclosure Letter Schedule sets forth a complete list and the location of all real property currently that is owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased used by the Company or any of its Subsidiaries or otherwise used or occupied by that is reflected as an asset of the Company or any of its Subsidiaries on the Company Balance Sheet (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default . (or event which with notice or lapse of time, or both, would constitute a defaultc) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will owns any Real Property. (d) The Company has previously made available to Parent true and complete copies of all Leases. Each Lease is valid, binding and enforceable against the Company or its Subsidiary, as the case may be, and, to the Knowledge of Company, the other parties thereto in accordance with its terms and is in full force and effect, except, in the case of enforceability against the other parties thereto, as such enforceability may be required limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to incur or affecting creditors’ rights, and to general equity principles. The leasehold estate created by each Lease is free and clear of all Liens. There are no existing defaults by the Company or a Subsidiary under any material cost of the Leases, nor, to the Knowledge of Company, has an event occurred that (whether with or expense without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under any Lease, except, in each instance, for those defaults that would not, individually or in the aggregate, have a Material Adverse Effect on the Company or a Subsidiary of the Company. (e) There are no proceedings, claims, disputes or conditions affecting any restoration Real Property that could materially curtail or surrender obligations, interfere with the use of such property. Neither the whole nor any portion of the Real Property nor any other assets of the Company or any other costs of its Subsidiaries is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise qualifying as asset retirement obligations taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor a Subsidiary of the Company is a party to any lease, assignment or similar arrangement under Financial Accounting Standards Board Statement which the Company is a lessor, assignor or otherwise makes available for use by any third party any portion of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. There is no equipment located on the premises of the Company or used in the business of the Company that is on loan from another party. (f) The Company and each has not received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of its Subsidiaries the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, which repair or work has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesnot been completed.

Properties. (a) Section 3.7(a)(i4.16(a) (Part I) of the Company Disclosure Letter sets forth a list of all the common name of each facility and real property currently owned owned, leased (as lessee or sublessee), including ground leased, by the Company or any Company Subsidiary as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement (all such real property interests, together with all buildings, structures and the approximate square footages of the land other improvements and fixtures located on or under such real property and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiarieseasements, neither the Company nor any of its Subsidiaries has ever owned any 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”). Section 3.7(a)(ii4.16(a) (Part II) of the Company Disclosure Letter sets forth a list of all the common name of each facility and real property currently leasedwhich, licensed as of the date of this Agreement, is under contract by the Company or a Company Subsidiary for purchase or which is required under a binding contract to be leased or subleased by the Company or any a Company Subsidiary after the date of its Subsidiaries or otherwise used or occupied by this Agreement. Except as set forth in Section 4.16(a) (Part II) 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 its Subsidiaries the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the “Leased Real Property”ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Company (if such reserves are required pursuant to GAAP), the name (iii) any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 4.16(l) of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of timeDisclosure Letter, or bothCompany Leases or ground leases or air rights affecting any Company Property, would constitute a default(iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Company Title Insurance Policies made available by or on behalf of the Company or any of its Subsidiaries, or, Company Subsidiary to Parent prior to the Companydate hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vi) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s Knowledgeand materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings, by and (vii) any other party thereto. The Company Liens, limitations, restrictions or its Subsidiaries currently occupies all of title defects that do not materially impair the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets value of the Company Property or the continued use and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither operation of the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying Property as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company currently used and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesoperated.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.7(a)(i3.13(b) of the Company Disclosure Letter Schedule sets forth a list as of the date hereof, the address of all real property currently owned by Company Leased Real Property over 4,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Company or any Leased Real Property and a list, as of its Subsidiaries the date hereof, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Owned Company Real PropertyProperty Leases”). The Company has made available to Parent complete, the date correct and accurate copies of acquisition, and the approximate square footages each Company Real Property Lease. Except as set forth in Section 3.13(b) of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its SubsidiariesDisclosure Schedule, neither the Company nor any of its Subsidiaries has ever owned leased, subleased, licensed or otherwise granted to any real property. Section 3.7(a)(ii) Person the right to use or occupy any of the Company Disclosure Letter sets forth a list Leased Real Property over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of all the real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or any one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the “Leased Real Property”), extent such concepts are applicable in the name of jurisdiction(s) governing such leasehold title) to the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Company Leased Real Property shall free and clear of all Liens, except (i) Permitted Liens and (ii) in respects that would not reasonably be collectively referred expected to herein as be, individually or in the “Real Property”. All such current leases which are aggregate, material to the Company and its Subsidiaries Subsidiaries, taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leaseswhole.

Properties. (a) A list and brief description of all material fixed assets owned by GFBC or GERMANTOWN (hereinafter referred to as the "PERSONAL PROPERTY") carried on the books of GFBC or GERMANTOWN as of the date hereof, is set forth in Section 3.7(a)(i3.11(a) of the Company Disclosure Letter sets GFBC DISCLOSURE SCHEDULE. All PERSONAL PROPERTY has been maintained in good working order, ordinary wear and tear excepted. GFBC or GERMANTOWN owns and has good title to all of the PERSONAL PROPERTY, free and clear of any mortgage, lien, pledge, charge, claim, conditional sales or other agreement, lease, right or encumbrance, except (i) to the extent stated or reserved against in the GFBC AUDITED FINANCIALS and (ii) such other exceptions which are not material in character, amount or extent and do not materially detract from the value of or interfere with the use of the properties or assets subject thereto or affected thereby. (b) The documentation governing or relating to the loan and credit-related assets (hereinafter referred to as the "LOAN ASSETS") representing the loan portfolio of GERMANTOWN (hereinafter referred to as "LOAN DOCUMENTATION") is legally sufficient in all material respects for the purposes intended thereby and creates enforceable rights of GERMANTOWN in accordance with the terms of such LOAN DOCUMENTATION, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general applicability affecting the enforcement of creditors' rights generally, and the effect of rules of law governing specific performance, injunctive relief and other equitable remedies on the enforceability of such documents. To the knowledge of GERMANTOWN, no debtor under any of the LOAN DOCUMENTATION has asserted any claim or defense with respect to the subject matter thereof. (c) A description of each parcel of real property owned by GFBC or GERMANTOWN (hereinafter referred to as the "REAL PROPERTIES") is set forth in Section 3.11(c) of the GFBC DISCLOSURE SCHEDULE. GFBC or GERMANTOWN is the owner of the REAL PROPERTIES in fee simple and has good and marketable title to the REAL PROPERTIES free of any liens, claims, charges, encumbrances or security interests of any kind, except (i) liens for real estate taxes and assessments not yet delinquent and (ii) utility, access and other easements, rights of way, restrictions and exceptions which do not impair the REAL PROPERTIES for the use and business being conducted thereon. No party leases any of the REAL PROPERTIES from GFBC or GERMANTOWN. (d) Except as set forth in the DISCLOSURE SCHEDULE, neither GFBC nor GERMANTOWN has received notification from any governmental entity within the two-year period immediately preceding the date hereof of contemplated improvements to the REAL PROPERTIES or surrounding area or community by a list public authority, the costs of which are to be assessed as special taxes against the REAL PROPERTIES in the future. (e) A description of all real property currently owned leased by GFBC or GERMANTOWN from a third party (hereinafter referred to as the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. "LEASED REAL PROPERTY") is set forth in Section 3.7(a)(ii3.11(e) of the Company Disclosure Letter sets forth a list GFBC DISCLOSURE SCHEDULE. True and correct copies of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name leases in respect of the lessorLEASED REAL PROPERTY (hereinafter referred to as the "REAL PROPERTY LEASES") and all attachments, licensor, sublessor, master lessor and/or lessee amendments and the date of the lease, license, sublease or other occupancy right addenda thereto have been delivered by GFBC and each amendment theretoGERMANTOWN to CAMCO. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effectREAL PROPERTY LEASES create, are valid and effective in accordance with their respective terms, valid, binding and there is notassignable leasehold interests of GFBC or GERMANTOWN in all of the LEASED REAL PROPERTY, free and clear of all liens, claims, charges, encumbrances or security interests of any kind. GFBC and GERMANTOWN have complied in all material respects with all of the provisions of the REAL PROPERTY LEASES required on their part to be complied with and are not in default with respect to any of their obligations (including payment obligations) under any of such leases, any existing default the REAL PROPERTY LEASES. (f) A description of all personal property leased by GFBC or event GERMANTOWN from a third party (hereinafter referred to as the "LEASED PERSONAL PROPERTY") is set forth in Section 3.11(f) of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party theretoGFBC DISCLOSURE SCHEDULE. The Company PERSONAL PROPERTY LEASES create, in accordance with their terms, valid, binding and assignable leasehold interests of GFBC or its Subsidiaries currently occupies GERMANTOWN in all of the Real Property for the operation LEASED PERSONAL PROPERTY, free and clear of its businessall liens, claims, charges, encumbrances or security interests of any kind. No parties other than the Company or any of its Subsidiaries GFBC and GERMANTOWN have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, complied in all material respects, in good condition and repair and regularly maintained in accordance respects with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations the provisions under any material termination agreements pursuant the PERSONAL PROPERTY LEASES required on their part to which it has terminated any leases of real property that be complied with and are no longer not in effect and has no material continuing liability default with respect to such terminated real property leasesany of their obligations (including payment obligations) under any of the PERSONAL PROPERTY LEASES.

Properties. Neither the Company nor any Company Subsidiary owns any real property. Section 3.7(a)(i) 3.14 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 currently owned by (as amended or modified from time to time, the “Real Property Leases”) and under which the Company or any of its Subsidiaries (the “Owned Real Property”)Company Subsidiary is a party as tenant, the date of acquisitionsubtenant or in a similar capacity, and sets forth the approximate square footages street address of the land and all buildings situated thereon. Except for real property that is the Owned subject of any Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries Lease (the “Leased Real Property”). The Company has previously made available to Parent correct and complete copies of each Real Property Lease. Except as, individually or in the name aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and each of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, Company Subsidiaries has a valid leasehold or sublease or other occupancy right and each amendment thereto. The Owned Real Property and interest in the Leased Real Property shall be collectively referred to herein as the “free and clear of all Liens except for Permitted Liens, (ii) each Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are 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 Subsidiaries are valid and effective not in accordance with their respective terms, default (and there is not, no event or condition that after notice or lapse of time or both would constitute a default by the Company or any Company Subsidiary) under any Real Property Lease and, to the Knowledge of such leasesthe Company, any existing default or event of there is no default (or event which with or condition that after notice or lapse of time, time or both, both would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company thereto under any Real Property Lease, (iv) no Person leases, subleases, licenses or its Subsidiaries currently occupies all otherwise has a right to use or occupy any of the Leased Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in Company Subsidiary and (v) all improvements located on the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Leased Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the physical assets business of the Company and the Company Subsidiaries are, to be operated in all material respects, in good condition the ordinary course as currently operated and repair and regularly maintained in accordance with standard industry practice and as presently proposed to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirementsbe operated. Neither the Company nor any of its Subsidiaries will be required Company Subsidiary is a party to incur any material cost or expense agreement for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination sale of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesproperty.

Properties. (i) Each of the Company and its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all of its material tangible properties and tangible assets, free and clear of all Liens, except for Permitted Liens. (ii) The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient to operate their businesses in substantially the same manner as they are currently conducted. (iii) Section 3.7(a)(i3.01(o)(iii) of the Company Disclosure Letter sets forth a complete and correct list as of the date of this Agreement of all real property currently owned and interests in real property leased by the Company or any of its Subsidiaries (the each such property, a “Owned Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns any real property or interests in real property. (iv) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease and (B) as of the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiariesthis Agreement, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedsubleased, licensed or subleased by otherwise granted anyone the Company right to use or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the occupy such Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to or any portion thereof. (v) Each of the Company and its Subsidiaries taken as is in compliance in all material respects with the terms of all material leases to Leased Real Property to which it is a whole are party and under which it is in full force occupancy, and effecteach such material lease is a legal, are valid and effective binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with their respective its terms, and there is notexcept as enforceability thereof may be limited by bankruptcy, under any of such leasesinsolvency, any existing default fraudulent conveyance, reorganization, moratorium or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, other similar Laws relating to the Company’s Knowledge, enforcement of creditors’ rights generally and by any other party theretogeneral principles of equity. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets Each of the Company and the its Subsidiaries are, enjoys peaceful and undisturbed possession in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and respects under all the leases to the Company’s Knowledge the material Leased Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesis a party.

Properties. Section 3.7(a)(i(i) Neither of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned Companies own any real property. Section 3.7(a)(ii. (ii) of the Company Disclosure Letter sets forth a list of all The real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries listed on Schedule 4.2(i)(ii) (the “Leased Real Property”), the name ) constitutes a complete and correct list of all of the lessorreal property leased, licensorsubleased, sublessorlicensed, master lessor and/or lessee and the date or otherwise used in any material respect, pursuant to other similar agreements or arrangements, by either of the leaseCompanies and that significantly relate to the Business and operations of either of the Companies. Schedule 4.2(i)(ii) also sets forth a complete and correct list of all leases, licensesubleases, sublease licenses or other occupancy right and each amendment thereto. The Owned Real Property and rental arrangements pursuant to which either of the Companies holds any Leased Real Property (individually, a “Lease” and collectively, the “Leases”). Each of the Companies has delivered or made available to Buyer accurate and complete copies of each of the Leases. None of the Leases referenced in the preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in any material respect, except to the extent that such modifications or other changes are disclosed on Schedule 4.2(i)(ii) or disclosed by the copies of the Leases delivered or made available to Buyer. The Leased Real Property listed on Schedule 4.2(i)(ii) consists of one (1) office location and the rent for such Leased Real Property is at fair market value. If, and to the extent that, a Sellers’ office is located in or shares space with a Seller’s primary or other residence, then an allocation shall be collectively referred to herein as made on a reasonable basis by NewCo for the “Real Property”. All costs and expenses incurred in connection with such current leases which are material shared space and such Seller shall bear the portion of the cost and expense relating to the Company residence. With respect to each Lease, and its Subsidiaries taken except as a whole are otherwise specified on Schedule 4.2(i)(ii): (A) such Lease is valid and is in full force and effect, are valid subject to the application of any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and effective in accordance with their respective terms, and there is not, under any execution of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) Lease by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all ; (B) none of the Leased Real Property for has been subleased, licensed, assigned or otherwise transferred or conveyed by either of the operation Companies, and to each of its business. No parties other than the Sellers’ Knowledge, there are no Liens that affect the Leased Real Property as a result of the acts or omissions of either of the Companies; (C) Neither of the Companies has received any written notice from any Governmental Authority that the use, occupancy, and operations of any Leased Real Property by such Company is not in compliance with all applicable Laws and permits; or (D) Neither of the Companies has received from any counterparty thereto or sent to any counterparty thereto written notice of its Subsidiaries have a right to occupy any material Real Property, except for subleases described default or alleged default in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination performance of any leases obligation to be performed or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations paid under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLease.

Properties. (a) Section 3.7(a)(i3.13(a) of the Company Disclosure Letter sets forth a list of Schedule identifies: (i) all real property currently owned properties (by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, name and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently location) owned by the Company or its SubsidiariesSubsidiaries (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, the Company or its Subsidiaries has good, marketable, and 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, individually or in the aggregate, reasonably be expected to have 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, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (e) Neither the Company nor any of its Subsidiaries has received since January 1, 2003 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, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1, 2003, neither the Company nor any of its Subsidiaries has ever owned received any real property. 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, reasonably be expected to have a Company Material Adverse Effect. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and except as set forth in Section 3.7(a)(ii3.13(f) of the Company Disclosure Letter sets 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 aggregate amount in excess of $500,000 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 $500,000 with respect to any individual property. (g) True and correct copies of the Company Leases and reciprocal easement agreements 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 May 31, 2006, which copy is true and correct in all material respects. Except as set forth in Section 3.13(h) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has delivered written notice to any tenant under any Company Lease, alleging that such tenant is in default thereunder, other than with respect to defaults that have been cured or waived or which would not, individually or in the aggregate, reasonably be expected to have a list of all real property currently leasedCompany Material Adverse Effect. (i) There are no agreements, licensed written or subleased by oral, between the Company or any of its Subsidiaries and any other Person relating to the use or otherwise used or occupied by occupancy of the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as by a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties Person other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described other than the Company Leases. Except as set forth in Section 3.13(i) of the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets Schedule, as of the date hereof, no defaults (unless subsequently cured) by the Company or its Subsidiaries have been alleged in writing by the lessees (and received by the Subsidiaries are, Company or any of its Subsidiaries) thereunder that have not been cured in all material respectsrespects and, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Knowledge of the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations is in default under any material termination agreements pursuant Company Lease other than such defaults which would not, individually or in the aggregate, reasonably be expected to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leaseshave a Company Material Adverse Effect.

Properties. Section 3.7(a)(i(i) of Company (A) has good and marketable title to all the Company Disclosure Letter sets forth a list of all real property currently properties and assets reflected in the latest balance sheet included in the Financial Statements as being owned by the Company or any of its Subsidiaries (the “Owned Real Property”), acquired after the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases thereof which are material to Company’s business (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever (“Liens”), except for Permitted Liens, and (B) is the lessee of all leasehold estates reflected in the latest balance sheet included in the Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s Knowledge, the lessor. (ii) With respect to any real property leased by Company pursuant to a lease or other occupancy agreement (“Leases”), Company has delivered true, correct and its Subsidiaries taken as a whole are complete copies of all such Leases, together with all amendments thereto, to Parent, and any such Lease is in full force and effect, are valid effect and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default will not lapse or event of default (or event which with notice or lapse of time, or both, would constitute a default) by terminate prior to the Closing Date. Neither Company or any of its Subsidiaries, ornor, to the Company’s Knowledge, by the landlord thereunder is in default of any other party of their respective material obligations under any such Lease, and any such Lease constitutes the valid obligations of the parties thereto. The Except as set forth on Disclosure Schedule 4.2(o)(ii), the transactions contemplated hereby will not require the consent of any landlord under any such Lease, or such consent shall have been obtained, and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property subject to any such Lease, Company has the benefit of a non-disturbance agreement from the holder or its Subsidiaries currently occupies all beneficiary of such mortgage, deed of trust or other security instrument that provides that Company’ use and enjoyment of the Real Property for real property subject to such Lease will not be disturbed as a result of the operation landlord’s default under any such mortgage, deed of its business. No parties trust or other than the security instrument (each, an “NDA”), provided Company or is not in default of any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter obligations pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon such Lease beyond the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company notice and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasescure periods.

Properties. Section 3.7(a)(i(i) of the Company Disclosure Letter sets forth a A list of all real property currently owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (the “Owned Real Property”normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the date of acquisition, and Company to be adequate for the approximate square footages current business of the land Company and all buildings situated thereonits Subsidiaries. Except for To the Owned Real Property currently Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its SubsidiariesSubsidiaries encroach upon or over any adjoining parcel or real estate or any easement or right- of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither default under the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination terms of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leaseslease.

Properties. (i) Each of the Company and its Subsidiaries has good and marketable title to, or in the case of leased tangible property and leased tangible assets has valid and enforceable leasehold interests in, all of its material properties and tangible assets, free and clear of all Liens, except for Permitted Liens. (ii) The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. The assets of the Company and each of its Subsidiaries, taken as a whole, are in good working order and have been maintained in accordance with prudent industry practice. (iii) Section 3.7(a)(i3.01(o)(iii) of the Company Disclosure Letter sets forth a list complete and correct list, as of the date of this Agreement, of all real property currently owned and interests in real property leased by the Company or any of its Subsidiaries (the each such property, a “Owned Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns or has previously owned, in fee, any real property or interests in real property. (iv) With respect to each Leased Real Property, (A) the date of acquisition, Merger and the approximate square footages other transactions contemplated by this Agreement do not require the consent of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiariesany party to any lease, (B) neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedsubleased, licensed or subleased by otherwise granted anyone the Company right to use or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the occupy such Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property portion thereof and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither (C) neither the Company nor any of its Subsidiaries will be required to incur has collaterally assigned or granted any material cost or expense for other security interest in any restoration or surrender obligations, such leasehold estate or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement interest therein. (v) Each of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed is in compliance in all material respects with the terms of its obligations under any all material termination agreements pursuant leases of Leased Real Property to which it has terminated any is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases of real property that are no longer to the material Leased Real Property to which it is a party and under which it is in effect and has no material continuing liability with respect to such terminated real property leasesoccupancy.

Properties. Section 3.7(a)(i) of the Company Disclosure Letter sets forth a list of all All real property currently owned or leased by the Company MNHN, Manhattan or any of other MNHN Subsidiary and used by it for its Subsidiaries (the “Owned Real Property”)branch operations, the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by it in the Company or any conduct of its Subsidiaries business or otherwise owned by it, has been Previously Disclosed. With respect to such real property that is owned, such entity has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except (i) Liens for current taxes and assessments not yet due and payable and for which adequate reserves have been established, (ii) Liens set forth in policies for title insurance of such properties delivered to PBB, (iii) survey imperfections set forth in surveys of such properties delivered to PBB or (iv) as Previously Disclosed. With respect to such real property that is leased, the “Leased Real Property”lessee has a good and marketable leasehold estate in and to such property (except for the matters described in clauses (i)-(iv) hereof), the name Manhattan has delivered true, correct and complete copies of the lessorsuch lease(s), licensortogether with all amendments thereto, sublessorto PBB, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All any such current leases which are material to the Company and its Subsidiaries taken as a whole are lease is in full force and effecteffect and will not lapse or terminate prior to the Effective Time, neither the lessee nor the landlord thereunder is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and enjoyable obligations of the parties thereto, the transactions contemplated hereby will not require the consent of any landlord under any such lease, or such consent shall have been obtained, and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property subject to any such lease, the lessee has the benefit of a non-disturbance agreement from the holder or beneficiary of such mortgage, deed of trust or other security instrument that provides that the lessee’s use and enjoyment of the real property subject to such lease will not be disturbed as a result of the landlord’s default under any such mortgage, deed of trust or other security instrument, provided the lessee is not in default of any of its obligations pursuant to any such lease beyond the expiration of any notice and cure periods. All real and material personal property owned by the lessee or presently used by it in its business is in good condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. MNHN, Manhattan and each other MNHN Subsidiary has good and marketable and insurable title, free and clear of all Liens to all of its material properties and assets, other than real property, except (i) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (ii) such imperfections of title and encumbrances, if any, as are not material in character, amount or extent or (iii) as Previously Disclosed. All personal property which is material to MNHN, Manhattan and each other MNHN Subsidiary’s business and leased or licensed by MNHN, Manhattan and each other MNHN Subsidiary is held pursuant to leases or licenses which are valid and effective enforceable in accordance with their respective terms, terms and there is not, under any of such leases, any existing default or event of default (or event which with notice leases will not terminate or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, prior to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesEffective Time.

Properties. Section 3.7(a)(i(a) Company and its Subsidiaries have good and defensible title to all of the Oil and Gas Interests reflected in the Company Disclosure Letter sets forth a list Reserve Reports as attributable to interests owned by Company and its Subsidiaries, except for such Oil and Gas Interests sold, used, farmed out or otherwise disposed of since December 31, 2013 in the ordinary course of business, in each case free and clear of all real property currently owned by the Liens other than Permitted Liens and Production Burdens. Each Oil and Gas Lease to which Company or any of its Subsidiaries (the “Owned Real Property”), the date is a party is valid and in full force and effect. None of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries has violated any provision of, or otherwise used taken or occupied by the Company failed to take any act which, with or any of its Subsidiaries (the “Leased Real Property”)without notice, the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by default under the provisions of such Oil and Gas Lease. None of Company or any of its Subsidiaries has received written notice from the other party to any such Oil and Gas Lease that Company or any of its Subsidiaries, oras the case may be, to the Company’s Knowledgehas breached, by violated or defaulted under any other party thereto. The Oil and Gas Lease. (b) Either Company or a Subsidiary of Company has good and valid title to each material real property (and each real property at which material operations of Company or any of its Subsidiaries currently occupies all are conducted) owned by Company or any Subsidiary (but excluding the Oil and Gas Interests of Company), other than the Real Property for Leases (such owned property collectively, the "Company Owned Real Property"). Either Company or a Subsidiary of Company has a good and valid leasehold interest in each material lease, sublease and other agreement under which Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of Company or any of its Subsidiaries are conducted) (but excluding the Oil and Gas Interests of Company) (such property subject to a lease, sublease or other agreement, the "Company Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Company Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. No parties other than the Each Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property Lease is valid, binding and in full force and effect. No uncured default of a material nature on the physical assets part of Company or, if applicable, its Subsidiary or, to the knowledge of Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with or without the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. (c) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. Except for such arrangements solely among Company and the its Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the or among Company’s Knowledge the Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property is or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by Company in compliance, in all materials respects, with Legal Requirementsthe operation of its business thereon. Neither the Company nor any of its Subsidiaries will is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be required expected to incur any material cost adversely affect the existing use of such Company Owned Real Property or expense Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. (d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any restoration reason other than awaiting preparation and approval of division order title opinions for recently drilled We▇▇▇. (e) All of the We▇▇▇ ▇nd all water, CO2 or surrender obligations, injection we▇▇▇ ▇ocated on the Oil and Gas Leases or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement Units of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed or otherwise associated with an Oil and Gas Interest of Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the We▇▇▇ ▇nd such other we▇▇▇ ▇nd all related development, production and other operations have been conducted in compliance with all applicable Laws. (f) All Oil and Gas Interests operated by Company and its obligations Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law. (g) None of the material Oil and Gas Interests of Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions. (h) None of the Oil and Gas Interests of Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under any material termination agreements pursuant to which it has terminated any leases Subchapter K of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesChapter 1 of Subtitle A of the Code.

Properties. (a) Each of the Company and its Subsidiaries (i)(i) owns and has good and valid title (or such lesser interest that is the maximum permitted by applicable Law) to all of their respective properties and other assets free and clear of all Liens except (A) statutory liens securing payments not yet due, and (B) such other imperfections or irregularities of title or other Liens that would not reasonably be expected to materially affect the use of the properties or assets subject thereto or otherwise impair in any material respect business operations as presently conducted, and (ii) is the lessee or sublessee of all of their respective leasehold estates and leasehold interests. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases in all material respects. (b) Neither the Company nor any of its Subsidiaries owns any real property. (c) Section 3.7(a)(i3.15(c) of the Company Disclosure Letter Schedule sets forth a list of all any Contract pursuant to which the Company leases, licenses or otherwise obtains the right to use any real property currently owned (the “Real Property Leases”). The Company has delivered to Parent a true and complete copy of each such Real Property Lease. (d) Except as set forth in the Company Disclosure Schedule, with respect to each Lease: (i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, or the compliance by the Company with any of the terms and provisions hereof, will require the consent of any other party to such Real Property Lease, will result in a breach of or default under such Real Property Lease, or otherwise cause such Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) the Company’s or any of its Subsidiaries (Subsidiaries’ possession and quiet enjoyment of the “Owned real property used by it under the Real Property”), the date of acquisitionProperty leases has not been disturbed, and to the approximate square footages of the land and all buildings situated thereon. Except for the Owned Company’s Knowledge, there are no disputes with respect to such Real Property currently owned by the Company or its Subsidiaries, Leases; (iv) neither the Company nor any of its Subsidiaries has ever owned owes, or will owe in the future, any real property. Section 3.7(a)(iibrokerage commissions or finder’s fees with respect to such Real Property Leases; (v) the other party to such Real Property Lease is not an affiliate of, and to the knowledge of the Company Disclosure Letter sets forth a list otherwise does not have any economic interest in the Company or any of all real property currently leased, licensed or subleased by its Subsidiaries; (vi) the Company or any of its Subsidiaries has not subleased, licensed or otherwise used granted any person the right to use such real property or occupied by any portion thereof; (vii) the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease has not collaterally assigned or granted any other occupancy right and each amendment thereto. The Owned security interest in such Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company Lease or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property interest therein; and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that (viii) there are no longer in effect and has no material continuing liability with respect to Liens or encumbrances on the estate or interest created by such terminated real property leasesLease.

Properties. (a) Parent or a Parent Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the real properties reflected as an asset on the most recent balance sheet of Parent included in the Parent SEC Documents and to each of the real properties acquired by Parent or any Parent Subsidiary subsequent to the date of such balance sheet (each a “Parent Property” and collectively the “Parent Properties”), in each case, free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of the Parent (if such reserves are required pursuant to GAAP), (iii) any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 3.7(a)(i5.16(j) of the Company Parent Disclosure Letter sets forth a list of all real property currently owned Letter, Parent Leases or ground leases or air rights affecting any Parent Property, (iv) Liens imposed or promulgated by the Company Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on existing title policies made available by or on behalf of its Subsidiaries (the “Owned Real Property”), Parent or any Parent Subsidiary to Company prior to the date of acquisitionhereof and, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesleasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor, or sublessor, (vi) 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 consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings, and (vii) any other Liens, limitations, restrictions or title defects that do not materially impair the value of the applicable Parent Property or the continued use and operation of the applicable Parent Property as currently used and operated.

Properties. Section 3.7(a)(i(a) Each of the Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of Borrower and its Subsidiaries has good, marketable fee title to, or valid leasehold interests in, all its real and personal property material to its business, except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (the “Owned Real Property”), the date of acquisition, and the approximate square footages b) With respect to substantially all of the land and all buildings situated thereon. Except for operating leases pursuant to which the Owned Real Property currently owned by the Company Borrower or its Subsidiaries, neither the Company nor any one of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries leasehold interest (the each a “Leased Real PropertyProperty Lease”), the name each of the lessorfollowing is true except to the extent that, licensorif not true, sublessor, master lessor and/or lessee and the date consequences of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned same would not reasonably be expected to result in a Material Adverse Effect: (i) such Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole Leases are in full force and effect; (ii) to the best knowledge of Borrower, all rent, additional rent and/or other charges reserved in or payable by Borrower or its applicable Subsidiary, as tenant, under the Real Property Leases, have been paid to the extent that they have been determined and are valid payable to the date hereof and effective are not being contested in accordance with their respective termsgood faith by Borrower, any such amounts being contested have been paid or rescinded for by Borrower or its applicable Subsidiary, and there is notno such contest may reasonably be expected to result in the exercise by the applicable landlord of a remedy of termination of such Real Property Lease; (iii) to the actual knowledge of Borrower, no Person has questioned Borrower’s or its applicable Subsidiary’s quiet and peaceful possession of the premises which are the subject of such Real Property Lease; (iv) no default by Borrower or its applicable Subsidiary, as tenant, under any of such leasesthe material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing default condition which, with the passage of time or event the giving of default (or event which with notice or lapse of timenotice, or both, would constitute result in a defaultdefault by Borrower or its applicable Subsidiary under the terms of any Real Property Lease; (v) by Borrower covenants and agrees that it shall, or shall cause its applicable Subsidiary to, other than in the Company ordinary course of business and if such action would not reasonably be expected to result in a Material Adverse Effect: (A) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of each Real Property Lease on its part to be observed, performed and complied with, within the applicable grace periods, if any; (B) refrain from doing anything, as a result of which, there could be a material default under or a breach of any of its Subsidiariesthe terms of any Real Property Lease; (C) not do, or, to permit or suffer any event or omission as a result of which there would occur a default or breach under any Real Property Lease after the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all passing of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Propertyapplicable grace periods, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries areif any; (D) not cancel, in all material respectsterminate, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliancesurrender, in all materials respectsmodify, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.amend

Properties. (i) Section 3.7(a)(i4.14(a)(i) of the Company Disclosure Letter sets forth a complete list, as of March 31, 2017, of the real property owned, directly or indirectly, by the Company or any of its Subsidiaries (or any entity in which the Company or its Subsidiary, directly or indirectly, owns an equity interest) which summary sets forth (A) a list of each residential and mixed-use project, along with the name of the Subsidiary that owns each such project, (B) a list of properties currently in the entitlement process, along with the name of the Subsidiary that owns each such property, (C) the acreage by category of non-core timberland and undeveloped land and (D) a list of non-core multifamily projects and sites, along with the name of the Subsidiary that owns each such project. Except for the Owned Real Property and the JV Owned Real Property set forth on Section 4.14(a)(i) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company or one of its Subsidiaries, as applicable, has good, valid and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Company and/or any of its Subsidiaries, the “Owned Real Property”) and, to the knowledge of the Company, the Joint Ventures have good, valid and marketable fee simple title to all real property owned by the Joint Ventures as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Joint Ventures, the “JV Owned Real Property”), which Owned Real Property and, to the knowledge of the Company, JV Owned Real Property is free and clear of all Liens other than Permitted Liens; provided that, “Liens” shall not be deemed to include any pledges, claims, liens, charges, encumbrances or security interests which encumber, are secured by or relate to (x) any entity in which the Company or its Subsidiaries holds an equity interest which entity is not consolidated with the Company’s financial statements in accordance with GAAP, or (y) any such entity’s assets. Neither the Company, any of its Subsidiaries, the Owned Real Property nor, to the knowledge of the Company, any Joint Venture of JV Owned Real Property, is a party to, the subject of or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Owned Real Property or JV Owned Real Property or any portion thereof or direct or indirect interest therein to any Person (other than pursuant to this Agreement) other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture is a party to any agreement or option to purchase any real property or interest therein other than in the ordinary course of business. (ii) Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a list of all each real property currently owned by the Company or any which, as of its Subsidiaries (the “Owned Real Property”), the date of acquisitionthis Agreement, and the approximate square footages of the land and all buildings situated thereon. Except is under contract for the Owned Real Property currently owned by the Company purchase or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company’s Knowledge, by any other party theretoJoint Venture. (iii) Except as set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture, has subleased, licensed or otherwise granted any person the right to use or occupy any Owned Real Property or JV Owned Real Property or any portion thereof (“Tenant Leases”). To the knowledge of the Company, neither the Company nor any Subsidiary nor Joint Venture is in breach or default under any Tenant Lease. (iv) The Company or its and/or the applicable Subsidiaries currently occupies have made available to Parent and Merger Sub, copies of all of the most recent policies of owner’s title insurance insuring the Owned Real Property or JV Owned Real Property (individually each, a “Company Title Insurance Policy”), which, in each case, the Company and its Subsidiaries have in their possession, and to the knowledge of the Company each such Company Title Insurance Policy is valid and in full force and effect with respect to the Person to which the policy was issued. Since January 1, 2014, no written claim has been made against any Company Title Insurance Policy insuring any Owned Real Property, nor, to the knowledge of the Company, insuring any JV Owned Real Property, which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (v) As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, neither the operation Company nor any of its businessSubsidiaries have received written notice of any pending or proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. No parties As of the date hereof, except for assessments by municipal utility or other than similar districts in regard to all or substantially all property within district boundaries, no assessments for public improvements have been made against any Owned Real Property, or, to the knowledge of the Company, any JV Owned Real Property which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries have is a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have named tenant or licensee (or a successor or assignee thereof) or otherwise has the right to occupy real property, along with the address (other than with respect to groundwater leases) of all such real property leased pursuant to the Material Real Property Leases and the Subsidiary which is a party to such Material Real Property Leases. The Company has made available to Parent materially true, correct and complete copies of such Material Real Property Leases on or prior to the date hereof. To the knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with the terms of the real property leases, ground leases, subleases or real property licenses to which the Company or any of its Subsidiaries is a named tenant, subtenant or licensee (or successor or assignee thereof) (the “Real Property Leases” and such real property, the “Leased Real Property”). The As of the date hereof, neither the Company nor any of the Subsidiaries has received a written notice of any material default under any Real Property Lease, and all such Real Property Leases are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such noncompliance or failure to be in full force and effect that would not, individually or in the physical assets aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) of the Company Disclosure Letter, and except as would not, individually or in the Subsidiaries areaggregate, in all material respectsreasonably be expected to have a Company Material Adverse Effect, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof. (c) Section 4.14(c) of the Company Disclosure Letter sets forth a list of all Material Management Agreements and Material Construction Agreements. The Company has made available to Parent materially true, correct and complete copies of such Material Management Agreements and Material Construction Agreements on or prior to the date hereof. As of the date hereof, neither the Company nor any of the Subsidiaries has received a written notice of any material default under any Material Management Agreement or Material Construction Agreement, and all such agreements are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such defaults or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Subsidiary is a party to any agreement pursuant to which the Company or any Subsidiary manages or manages the development of any real property for any third party. (d) As of the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received written notice of any existing or pending appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property, Leased Real Property or JV Owned Real Property, (ii) to the knowledge of the Company, no condemnation, eminent domain or like proceeding or similar action is currently threatened in writing and (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties or any agreement, easement or other right that is necessary to permit the current use by the Company of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties has failed to be obtained or is not in full force and effect, except for such failures to be in full force and effect that, individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.15(e) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture, has received written notice of any existing zoning or land use violations with respect to any Owned Real Property, Leased Real Property or JV Owned Real Property; (ii) there are no pending actions initiated by or on behalf of the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Joint Venture to change or redefine the zoning classification or land use approvals of all or any portion of any Owned Real Property, Leased Real Property or JV Owned Real Property, except for actions which may be initiated in the ordinary course of business and pursuant to a plan of development or redevelopment prepared by the Company and/or its Subsidiaries or a Joint Venture, a true and correct copy of which has been provided to Parent; and (iii) to the knowledge of Company, each Owned Real Property, Leased Real Property and JV Owned Real Property has adequate access available to operate as it is currently being operated. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and except as set forth on Section 4.14(f) of the Company Disclosure Letter, and except for work performed at or materials furnished to Owned Real Property, Leased Real Property or JV Owned Real Property in the ordinary course of business within 120 days (or such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the date hereof, all material work performed or materials furnished to the Owned Real Property, Leased Real Property and, to the knowledge of the Company, JV Owned Real Property prior to the date hereof has (i) been paid for in full, (ii) will be required paid in the ordinary course of business or (iii) is being contested in good faith by appropriate proceedings and with adequate reserves established for payment in accordance with GAAP. (g) Except as would not, individually or in the aggregate, reasonably be expected to incur any material cost or expense for any restoration or surrender obligationshave a Company Material Adverse Effect, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed good and valid title to all their respective personal property and assets (but excluding the Owned Real Property and Leased Real Property), except for Permitted Liens and such personal property is in reasonably good working order and condition, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such personal property and assets, are free and clear of its obligations under any material termination agreements pursuant all conditions, encroachments, easements, rights of way, restrictions and Liens, except for (A) Permitted Liens and (B) such other conditions, encroachments, easements, rights of way, restrictions and Liens that would not, individually or in the aggregate, reasonably be expected to which it has terminated any leases have a Company Material Adverse Effect. (h) To the knowledge of real property that the Company, there are no longer material geotechnical or soil conditions adversely affecting any portion of the Owned Real Property or JV Owned Real Property which would preclude development thereof or render development thereof in effect and has accordance with the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. To the knowledge of the Company, no material continuing liability portion of the Owned Real Property or JV Owned Real Property includes any archeological sites, paleontological sites, historical sites, artifacts or burial grounds of historical or cultural significance that would preclude development thereof or render development thereof in accordance with respect the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such terminated real property leasesdevelopment.

Properties. Section 3.7(a)(iAs to each Property that is subject to this Loan Agreement and is classified as an Eligible Property, Borrower shall be deemed to make the following representations and warranties to Administrative Agent as of each Funding Date and as of each date such Property is so classified: (e) The information set forth in the Property Schedule with respect to such Property is complete, true and correct in all material respects. (f) The related Eligible Property Owner is the sole owner and holder of the Company Disclosure Letter sets forth Property (or will be concurrently with the funding of the related Advance or, in the case of a list Wet Funded Property, concurrently with the acquisition of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real such Wet Funded Property”), its title is not subject to any right of redemption on the date part of acquisitionany prior owner and has the full right to transfer the Property, and the approximate square footages Property is free and clear of any Lien other than Permitted Encumbrances. (g) The related Eligible Property Owner has (or will be concurrently with the funding of the land related Advance or, in the case of a Wet Funded Property, concurrently with the acquisition of such Wet Funded Property), good and marketable title to the Property with full right to pledge the Property to Administrative Agent. (h) Such Property is covered by insurance in accordance with Section 7.21 of this Loan Agreement. Neither Borrower nor the related Eligible Property Owner has engaged in, and has no knowledge of any asset manager’s, servicer’s or subservicer’s having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either, including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Borrower or the related Eligible Property Owner. (i) All real property taxes including supplemental or other taxes, if any, governmental assessments, insurance premiums, water, sewer and municipal charges, condominium charges and assessments, leasehold payments or ground rents which previously became due and owing have been paid or are otherwise being properly contested. For purposes of this Section (i) of Schedule 1, real property taxes and assessments shall not be considered due and payable until any applicable grace or extension period for the payment of such taxes and assessments in the jurisdiction in which such Property is located has expired. (j) Neither Borrower nor the related Eligible Property Owner has received any written notice that there exists a violation of any local, state or federal environmental law, rule or regulation with respect to the Property that has not been remedied. (k) All Loan Parties which have had any interest in the Property, whether as owner, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) applicable licensing requirements of the Company Disclosure Letter sets forth a list laws of all real property currently leasedthe state wherein the Property is located, licensed and (2) organized under the laws of such state, or subleased by (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state. (l) Except as permitted with respect to Wet Funded Properties, the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”)original recorded Deed, recorded in the name of the lessor, licensor, sublessor, master lessor and/or lessee related Eligible Property Owner has been either (i) delivered to and is in the date possession of the leaseAsset Manager (or, licensein the case of a Wet Funded Property, sublease at the time required under Section 2.03(f)) or (ii) submitted for recordation in the name of such Eligible Property Owner, in which case Borrower shall, or shall cause the related Eligible Property Owner to, promptly deliver to the Agents a certified copy of the deed with recording information thereon upon Borrower’s or the related Eligible Property Owner’s receipt thereof. All other documents required to be delivered to the Agents that constitute the Property File shall be delivered in accordance with the times set forth in the Loan Agreement. Borrower or the related Eligible Property Owner has delivered to each Agent a complete, true and accurate Property File, except for such documents the originals of which are permitted herein to be delivered at a later date to the Asset Manager or which have otherwise been waived by Administrative Agent. Each deed is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. Each Deed is genuine, and effective to create the legal, valid and binding conveyance of the Property in fee simple to the applicable Eligible Property Owner. (m) Neither Borrower nor the related Eligible Property Owner has received notice of any proceeding pending or threatened for the total or partial condemnation of the Property. Except as disclosed in the Property Schedule, neither Borrower nor the related Eligible Property Owner has knowledge that any Property is damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado, vandalism, natural disaster or other occupancy right casualty so as to affect materially and each amendment adversely the value of the Property or the use for which the premises were intended. The Property is free from any and all Hazardous Substances (other than De Minimis Substances) and there exists no violation, non-compliance or liability under any local, state or federal Environmental Law, rule or regulation. (1) There is no condition affecting any Property (x) relating to lead paint, radon, asbestos or other Hazardous Substances (other than De Minimum Substances), (y) requiring remediation of any condition or (z) relating to a claim which could impose liability upon, diminish rights of or otherwise adversely affect Administrative Agent, and (2) the related Eligible Property Owner prior to the Property Eligibility Date has obtained a Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards for the Properties in a form acceptable to Administrative Agent. (o) Each eviction proceeding relating to a Property has been properly commenced and neither Borrower nor the related Eligible Property Owner is aware of any valid defense or counterclaim by anyone with respect thereto. The Owned Real Property has been serviced and maintained in compliance in all material respects with all applicable laws and regulations. (p) There has been no violation of any law or regulation or breach of any Contractual Obligation contained in any agreement related to the Property, by the related Eligible Property Owner or its predecessors, in connection with the management of the Property (and for the avoidance of doubt, if a Property is a unit in a planned unit development, such planned unit development allows leasing). (q) The Property is neither a cooperative nor a condotel unit, except to the extent the purchase of same has been approved in writing by Administrative Agent. (r) There is, to the knowledge of the Borrower and the Leased Real Eligible Property shall be collectively referred to herein Owner, no illegal activity being conducted on the Property which could serve as the “Real Property”. All such current leases basis for a claim or prosecution of any action or proceeding seeking to impose civil or criminal liability on Administrative Agent as the owner. (s) Solely with respect to Properties which are material condominium units, neither Borrower nor the related Eligible Property Owner is a “sponsor” or a nominee of a “sponsor” under any plan of condominium organization affecting the unit and the ownership and sale of any condominium unit will not violate any federal, state or local law or regulation regarding condominiums or require registration, qualification or similar action under such law or regulation. (t) Neither Borrower nor the related Eligible Property Owner has performed any work on the Property which has resulted in the filing of a mechanics’ or materialmen’s lien or liens in the nature thereof. (u) There are no existing lease agreements with any tenant with respect to the Company Property which are not terminable upon the occurrence of a material default by the applicable Tenant after the expiration of any notice period required by applicable law. (v) Except as permitted with respect to Wet Funded Properties, the Property is covered by either (i) an attorney’s opinion of title and its Subsidiaries taken abstract of title, the form and substance of which is generally acceptable in the mortgage and real estate owned property servicing industry in the area wherein the Property is located or (ii) an ALTA title insurance policy or other generally acceptable form of policy or insurance (including a binding commitment free and clear of any material defects) in an amount equal to or greater than the Acquisition Price and each such title insurance policy is issued by a nationally recognized title insurer qualified to do business in the jurisdiction where the Property is located, insuring the related Eligible Property Owner, as a whole are to the clear title to the related Property (subject to Permitted Encumbrances). The title insurance policy does not contain any special exceptions (other than the standard exclusions) for zoning and uses. The related Eligible Property Owner, is the insured of such title insurance policy, and such title insurance policy is valid and remains in full force and effect. No claims have been made under such title insurance policy, are valid and effective no prior owner of the related Property, including Borrower, the related Eligible Property Owner and their respective affiliates, has done, by act or omission, anything which would impair the coverage of such title insurance policy. (w) With respect to the Property, the Borrower or the related Eligible Property Owner has delivered the Property File to the Agents, by posting to the Platform or otherwise in accordance with their respective termsSection 13.21(c), and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute the Diligence Agent has received a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained BPO in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Valuation Requirements. Neither the Company nor any Delaware Secretary of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligationsState 1. Carrbridge, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard NoLLC 2. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real PropertyFetlar, LLC 3. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.Inverclyde, LLC 4. Tarbert, LLC 5. Beauly, LLC 6. Starwood Waypoint TRS, LLC

Properties. Section 3.7(a)(i(a) Neither the Parent nor any Seller owns any Real Property. (b) Schedule 2.10(b) of the Company Seller Disclosure Letter sets forth a list Schedules lists the addresses of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by leased primarily in connection with the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries Business (the “Leased Real Property”), the name ) as of the lessor, licensor, sublessor, master lessor and/or lessee date hereof and lists each lease agreement to which the date of the lease, license, sublease Parent or other occupancy right and each amendment thereto. The Owned Real Property and any Seller is a party with respect to the Leased Real Property shall be collectively referred (each, a “Lease”). The Parent and each Seller have made available to herein as Buyer copies of all of the “Leases, and all written modifications, amendments and supplements thereto which copies are true and complete in all material respects, and have made available copies of all insurance policies, title reports, surveys, environmental reports, if any, for the Leased Real Property”. All such current leases which are material to Except as disclosed on Schedule 2.10(b) of the Company Seller Disclosure Schedules: (i) each of the Leases was made in the Ordinary Course of Business and its Subsidiaries taken as a whole are is valid, binding and currently in full force and effect; (ii) no default or preemptive right by any landlord under any Lease, after applicable grace periods, if any, exists as of the date hereof; (iii) the Parent and each Seller have not received any written notice alleging a material default by the Parent or any Seller under any Lease and (A) there are valid and effective in accordance with their respective termsno material defaults by the Parent or any Seller under any Lease that would entitle a landlord thereunder to terminate such Lease, and there is not(B) no event has occurred which, under any through the passage of such leases, any existing default time or event the giving of default (or event which with notice or lapse of timenotice, or both, would constitute a default) material default by the Company Parent or any Seller; (iv) neither the Parent nor any Seller is obligated to pay any leasing or brokerage commission relating to any Lease or upon the renewal of its Subsidiariesany Lease; and (v) no construction, oralteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Parent or any Seller. (c) Schedule 2.10(c) of the Seller Disclosure Schedules attached hereto sets forth a true, correct and complete list of all items of tangible personal property used primarily in connection with the Business (i) owned by the Parent or any Seller as of the date hereof having either a net book value per unit or an estimated book value per unit in excess of Five Thousand Dollars ($5,000), (ii) owned by the Parent or any Seller as of the date hereof and that constitute personal computers, peripheral equipment or office equipment, or (iii) not owned by the Parent or any Seller but in the possession of or used or useful in the Business and having rental payments therefor in excess of One Thousand Dollars ($1,000) per month or Twelve Thousand Dollars ($12,000) per year (collectively, the “Material Personal Property”). The Parent and each Seller have good and marketable title to, or a valid leasehold interest in, all of their Material Personal Property and assets shown on the 2009 Balance Sheet or acquired by any of them after the date of the 2009 Balance Sheet, free and clear of any Liens, except for (x) assets which have been disposed of since the date of the 2009 Balance Sheet in the Ordinary Course of Business, (y) Liens reflected in the 2009 Balance Sheet, and (z) Permitted Liens or other Liens which would not have, individually or in the aggregate, a Material Adverse Effect on the Parent or any Seller. (d) All tangible Purchased Assets are (i) in good operating condition and repair, ordinary wear and tear excepted, (ii) suitable and adequate for continued use in the manner in which they are presently being used, (iii) adequate to meet all present and reasonably anticipated future requirements of the Business, and (iv) free of defects (latent and patent). (e) Except as set forth on Schedule 2.10(e), and except for the Permitted Liens, Parent and each Seller has good and marketable title to, is the exclusive legal and equitable owner of, and has the unrestricted power and right to sell, assign and deliver the Purchased Assets. Except as set forth on Schedule 1.1(c), the Purchased Assets are free and clear of all Liens of any kind or nature. Except as set forth on Schedule 2.10(e), upon Closing, Buyer will acquire exclusive, good and marketable title or license to or a valid leasehold interest in (as the case may be) the Purchased Assets and no restrictions will exist on Buyer’s right to resell, license or sublicense any of the Purchased Assets or Assumed Liabilities or engage in the Business. (f) The Purchased Assets include all of the assets necessary to permit Buyer to conduct the Business after the Closing in a manner substantially equivalent to the manner as it is being conducted on the date of this Agreement in compliance with all Applicable Laws and to perform all Assumed Liabilities. (g) The continued use, occupancy and operation of the Leased Real Property as currently used, occupied and operated by the Parent or any Seller, do not, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all Knowledge of the Real Property for the operation of its business. No parties other than the Company Parent or any of its Subsidiaries have a right to occupy Seller, violate any material Real Propertyapplicable building, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property zoning, subdivision, other land use and the physical assets of the Company similar laws, regulations and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur ordinances or any material cost or expense for any restoration or surrender obligationslicense, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases franchise, permit, certificate, approval or other occupancy agreements for the Real Property. The Company and each similar authorization of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer a Governmental Body. (h) No representation or warranty is made in effect and has no material continuing liability this Section 2.10 with respect to such terminated real property leasesany Seller Intellectual Property that is the subject of Section 2.11.

Properties. (a) The Company does not and, as of Closing, the Company Subsidiaries will not, own any real property. (b) Section 3.7(a)(i3.13(b) of the Company Disclosure Letter sets forth contains a list true, correct and complete description of all leases, licenses, permits, subleases, and occupancy agreements, together with any amendments, modifications and documentation evidencing exercise of any options or extensions thereto (the “Real Property Leases”), with respect to all real property currently owned leased by the Company or any Company Subsidiary, in each case, as of its Subsidiaries the date hereof (the “Owned Real Leased Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii3.13(b) of the Company Disclosure Letter sets forth also includes, for each Leased Property, its address and location at such address, a list general description of its use and size (including headcount) and value, yearly rent and any security deposits, guaranties and/or letters of credit provided to the applicable landlord, and the correct name, address and telephone number of the respective landlords. (c) (i) The Company has and, as of Closing, each Company Subsidiary will have had, valid leasehold or sublease interests or other comparable Contract rights in or relating to the Leased Property free and clear of all real property currently leasedLiens, licensed or subleased by except for Permitted Liens, (ii) the Company or any has and, as of its Subsidiaries or otherwise used or occupied by Closing, each Company Subsidiary will have, complied with the Company or any terms of its Subsidiaries (the “Leased Real Property”), the name all of the lessor, licensor, sublessor, master lessor and/or lessee Real Property Leases and the date all of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole Leases are in full force and effect, are valid and effective enforceable in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by terms against the Company or any of its Subsidiaries, orCompany Subsidiary party thereto and, to the Knowledge of the Company’s Knowledge, by the counterparties thereto, (iii) the Company has not and, as of the Closing, no Company Subsidiary will have, received or provided any other party thereto. The Company written notice of any event or its Subsidiaries currently occupies all occurrence that has resulted or would reasonably be expected to result (with or without the giving of notice, the lapse of time or both) in a default with respect to any of the Real Property for Leases, (iv) none of the operation Leased Property is subject to any options, rights of its business. No parties first offer, rights of first refusal or other rights of any Person to lease, use or occupy any Leased Property or any portion thereof, and no Person other than the Company and the Company Subsidiaries has any right to use, occupy or lease all or any portion of its Subsidiaries have a right to occupy any material Real the Leased Property, except and (v) the Leased Property constitutes all real property currently leased, used, occupied or held for subleases described use in connection with the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets business of the Company and the Subsidiaries areand, in all material respectsas of Closing, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesSubsidiaries.

Properties. Each of the Company and its Subsidiaries has good and marketable title to, or valid and enforceable leasehold or sublease interests in, or other comparable contract rights in or relating to, all of the material real properties and other tangible assets necessary for the conduct of its business as presently conducted, free and clear of all Liens, except for Permitted Liens. (i) Section 3.7(a)(i3.01(n)(ii) of the Company Disclosure Letter sets forth a list as of the date of this Agreement of all real property currently owned and interests in real property leased by the Company or any of its Subsidiaries (the each such property, a “Owned Leased Real Property”), the date of acquisition. Each lease with respect to Leased Real Property, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned any amendment or supplement thereto, has been made available to Parent by the Company. Neither the Company nor any of its Subsidiaries currently owns, or its Subsidiarieshas previously owned, in fee any real property or interests in real property. (ii) With respect to each Leased Real Property, (A) the Merger and the other transactions contemplated by this Agreement do not require notice to or the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedsubleased, licensed or subleased by otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company or nor any of its Subsidiaries has collaterally assigned or otherwise used or occupied by the Company granted any other security interest in any such leasehold estate or any interest therein. (iii) Each of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as is in compliance in all material respects with the terms of all leases of Leased Real Property to which it is a whole are party and under which it is in full force occupancy, and effecteach such lease is a legal, are valid and effective binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with their respective its terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur has received any material cost notice of default under a lease for Leased Real Property that has not been cured, and the Company has no knowledge of any existing event or expense for any restoration condition which, with notice or surrender obligationslapse of time or both, would constitute a default on the part of Company or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leaseslease.

Properties. Section 3.7(a)(i(A) In relation to each of the Company Disclosure Letter sets forth a list Properties, the relevant member of all real property currently owned by the Group in which the Company or any of its Subsidiaries Property is vested (the “Owned Real "Owner") has under his control all of the title deeds and documents which, so far as the Seller is aware, are necessary to prove the Owner's title to each Company Property”). (B) There are no mortgages or charges, legal or equitable, fixed or floating, affecting the date Relevant Properties. (C) There are no agreements for sale, estate contracts, rights to purchase, options or rights of acquisitionpre-emption affecting the Relevant Properties and there are no unusually onerous covenants and conditions which materially affect the carrying on of the relevant Acquired Business at any Relevant Property. (D) The Seller has not received any written notice or communication alleging, and the approximate square footages Seller is not aware of, any breach of any covenants, restrictions and other encumbrances affecting any Relevant Property which remains to be complied with. (E) There are no outstanding enforcement notices, stop notices or breach of condition notices in relation to any of the Relevant Properties and so far as the Seller is aware, no enforcement action has been threatened in writing in respect of the Relevant Properties. (F) So far as the Seller is aware, the existing use of each of the Relevant Properties is in all material respects a lawful use under the relevant planning legislation and there are no contractual or legal restrictions which preclude or restrict the ability to use any of the Relevant Properties for the purposes for which they are being used and such use is neither temporary nor personal. (G) So far as the Seller is aware, there are no material outstanding disputes, actions or complaints in respect of any of the Relevant Properties. (H) So far as the Seller is aware, none of the Relevant Properties is subject to any overriding interest, as referred to in section 70 of the Land Registration ▇▇▇ ▇▇▇▇. (I) So far as the Seller is aware, in relation to each of the Relevant Properties which is leasehold the owner of the Relevant Property has received no notice alleging any material breach of any covenant contained in the lease which remains outstanding and the Seller is not aware of any material breach of any such covenant. (J) So far as the Seller is aware, the relevant member of the Group has good title to each Company Property. (K) So far as the Seller is aware, the Company Properties have (and these are subject to no rights of early termination by any third party) all proprietary rights and easements necessary for their existing use. (L) So far as the Seller is aware, there is no resolution or proposal for compulsory acquisition presently threatened in writing in respect of the Relevant Properties by a local or other authority. (M) So far as the Seller is aware, the Company Properties and the Business Properties comprise all land and all buildings situated thereon. Except owned, occupied or used for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) purpose of the Acquired Business. (N) In the case of a Company Disclosure Letter sets forth Property which is held by a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name member of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the Group under a lease, license, sublease licence or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default similar arrangement: (or event which with notice or lapse of time, or both, would constitute a defaulti) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have no person has the right to occupy Real Property. The Real Property and terminate that lease, licence or other arrangement before it is due to expire (other than as a result of a breach of its terms by the physical assets relevant member of the Company and the Subsidiaries areGroup); and (ii) that lease, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases licence or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant arrangement is not subject to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesa bar on assignment.

Properties. (a) Section 3.7(a)(i3.14(a) of the Company Disclosure Letter sets forth a true and complete list of all real property currently owned by that the Company or any of its Subsidiaries owns (the “Owned Real Property”), the date . With respect to each such item of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by Property, except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or its Subsidiariesthe identified Subsidiary has good and valid title to such property, free and clear of any Liens, other than Permitted Liens. Except as set forth in Section 3.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has ever owned have leased or otherwise granted to any real property. Person the right to use or occupy any portion of the Owned Real Property, and 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. (b) Section 3.7(a)(ii3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property currently leased, licensed leased or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), including the name address of the lessoreach Leased Real Property. The Company has delivered or made available to Parent true and complete copies of all leases, licensorsubleases, sublessor, master lessor and/or lessee licenses and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and agreements of the Leased Real Property shall be collectively referred to herein as (together with all amendments, extensions, renewals, guaranties, or schedules thereto, the “Real PropertyProperty Leases”). All With respect to each Real Property Lease, (i) such current leases which are material to Real Property Lease is valid and binding on the Company and each of its Subsidiaries taken as a whole are party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, are valid subject to the Bankruptcy and effective Equity Exception, (ii) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party to such Real Property Lease is in accordance with their respective terms, and there is not, material default under any such Real Property Lease, and, to the Knowledge of such leasesthe Company, any existing default no event has occurred or event circumstance exists which, with the delivery of default (or event which with notice or lapse notice, the passage of time, time or both, would constitute such a material breach or material default, or permit the termination, modification or acceleration of rent under such Real Property Lease, (iii) by the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property leased by it free and clear of all Liens, except Permitted Liens and (iv) neither the Company nor any Subsidiary has collaterally assigned or granted any security interest in any Leased Real Property or any of its Subsidiariesinterest therein. (c) Except as does not have and would not reasonably be expected to have, orindividually or in the aggregate, a Material Adverse Effect, with regard to the Company’s KnowledgeLeased Real Property and the Owned Real Property, by any other party thereto. The (i) all buildings, structures, improvements, and fixtures included in the Leased Real Property which are the responsibility of the Company or its Subsidiaries currently occupies to maintain and the Owned Real Property are in adequate condition and repair in all material respects and sufficient for the current operation of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets businesses of the Company and the Subsidiaries areits Subsidiaries, in all material respectssubject to normal wear and tear, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither (ii) neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination has received written notice of any leases or other occupancy agreements for pending and, to the Knowledge of the Company, there is no threatened, condemnation with respect any Owned Real Property and Leased Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. Section 3.7(a)(i(a) Except for the Permitted Liens, the Companies and the Subsidiaries 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, excluding Intellectual Property) 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) None of the Company Disclosure Letter sets forth a list properties and assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired by the Companies or the Subsidiaries after the Balance Sheet Date are subject to any Lien, except Permitted Liens. (c) Neither the Companies nor any Subsidiary own any real property. None of all real property currently owned by the Company or any of its the Subsidiaries is a party to any agreement or option to purchase or sell any real property or interest therein. (d) The Sellers have made available to the Purchaser a correct and complete copy of each lease, sublease, license or other Contract, currently in effect, under which any real property leased or subleased has been granted to the Companies or the Subsidiaries (the “Owned Real Property”)each, the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”) or is occupied or used by the Companies or the Subsidiaries (each, a “Company Lease”), the name as amended to date. Each Company Lease is a valid and binding obligation of the lessorCompany or Subsidiary party and, licensor, sublessor, master lessor and/or lessee and to the date Knowledge of the leaseCompanies, licensethe other party thereto, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective enforceable in accordance with their respective the terms. Neither the applicable Company or Subsidiary party to any Company Lease nor, to the Knowledge of the Companies, any other party to any such Company Lease, is in breach or default, and there is notno event has occurred (including the failure to obtain any consent) which, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, time or both, would constitute a default) by the Company breach or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company default under or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company permit termination or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligationsmodification of, or acceleration of a material amount of rents due under, any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLease.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.7(a)(i3.13(b) of the Company Disclosure Letter Schedule sets forth a list as of the date hereof, the address of all real property currently owned by Company Leased Real Property over 4,000 square feet, the identity of the lessor, lessee and current occupant (if different from the lessee) of such Company or any Leased Real Property and a list, as of its Subsidiaries the date hereof, of all such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Owned Company Real PropertyProperty Leases”). The Company has made available to Parent complete, the date correct and accurate copies of acquisition, and the approximate square footages each Company Real Property Lease. Except as set forth in Section 3.13(b) of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its SubsidiariesDisclosure Schedule, neither the Company nor any of its Subsidiaries has ever owned leased, subleased, licensed or otherwise granted to any real property. Section 3.7(a)(ii) Person the right to use or occupy any of the Company Disclosure Letter sets forth a list Leased Real Property over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of all the real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or any one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the “Leased Real Property”), extent such concepts are applicable in the name of jurisdiction(s) governing such leasehold title) to the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Company Leased Real Property shall free and clear of all Liens, except (i) Company Permitted Liens and (ii) in respects that would not reasonably be collectively referred expected to herein as be, individually or in the “Real Property”. All such current leases which are aggregate, material to the Company and its Subsidiaries Subsidiaries, taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leaseswhole.

Properties. 4.9.1 Except as set forth in Section 3.7(a)(i) 4.9 of the Company Disclosure Letter sets Schedule, Enpath does not currently own, nor has it ever owned, any real property. 4.9.2 Set forth in Section 4.9 of the Disclosure Schedule is a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”). With respect thereto: (A) Except as would not, individually or in the name aggregate, have a Material Adverse Effect, each of the lessorleases relating to Leased Real Property creates a valid and subsisting leasehold interest in favor of Enpath, licensoris a valid, sublessor, master lessor and/or lessee binding and the date subsisting obligation of the lease, license, sublease or other occupancy right Enpath and each amendment other party thereto. The Owned , enforceable against Enpath and each other party thereto in accordance with its terms; (B) Except as would not, individually or in the aggregate, have a Material Adverse Effect, there are no disputes with respect to any Leased Real Property Property; and neither Enpath nor any other party to each lease relating to the Leased Real Property shall be collectively referred to herein as the “Real Property”. All is in breach or default under such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective termslease, and there is notno event has occurred or failed to occur and no circumstance exists which, under any with the delivery of such leasesnotice, any existing default or event the passage of default (or event which with notice or lapse of time, time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any such lease relating to the Leased Real Property; (C) Except as disclosed on Section 4.9 of the Disclosure Schedule or as would not, individually or in the aggregate, have a Material Adverse Effect, no consent by the Company landlord or any other party under any lease relating to the Leased Real Property is required in connection with the consummation of its Subsidiariesthe transaction contemplated herein; and (D) None of the Leased Real Property has been pledged or assigned by Enpath or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens). 4.9.3 Except as would not, individually or in the aggregate, have a Material Adverse Effect, Enpath has good and marketable fee title to, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property case of leased assets, has good and the physical assets of the Company and the Subsidiaries arevalid leasehold interests in, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under tangible and intangible assets, used or held for use in, or which are necessary to conduct, the business of Enpath as currently conducted, free and clear of any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLiens, except Permitted Liens.

Properties. (i) Section 3.7(a)(i3.01(o)(i) of the Company Disclosure Letter Schedule sets forth a list complete and accurate list, as of the date of this Agreement, of all real property currently (other than real property that is not material to the Company and its Subsidiaries, taken as a whole) owned in fee by the Company or any of its Subsidiaries (the “Owned Real Property”), the date together with a description of acquisition, and the approximate square footages their present use. The Company or one of the land and its Subsidiaries has fee simple title to all buildings situated thereon. Except for of the Owned Real Property currently owned by the Company or its SubsidiariesProperty, neither in each case free and clear of all Liens, other than Permitted Liens. Neither the Company nor any of its Subsidiaries has ever owned leased or granted any real propertyright to use or occupy all or any portion of the Owned Real Property to a third party. 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. There is no condemnation or other proceeding in eminent domain, pending or, to the Knowledge of the Company, threatened, affecting the Owned Real Property or any portion thereof or interest therein. (ii) Section 3.7(a)(ii3.01(o)(ii) of the Company Disclosure Letter Schedule sets forth a list the location of all real property currently leased, licensed or subleased by (other than real property that is not material to the Company or any of and its Subsidiaries or otherwise used or occupied by Subsidiaries, taken as a whole) leased to the Company or any of its Subsidiaries (the “Leased Real Property”)) pursuant to a lease, sublease, license or other similar agreement (together with all amendments, modifications and supplements thereto) under which the Company or any of its Subsidiaries is the lessee, sublessee, or licensee (collectively, the name “Leases”). Complete and accurate copies of each of the lessor, licensor, sublessor, master lessor and/or lessee and Leases have been made available to Parent prior to the date of this Agreement. Each Lease is valid, binding and in full force and effect, and the leaseunderlying Leased Real Property is free and clear of all Liens, licenseother than Permitted Liens and Liens that have been placed or permitted to be placed by any landlord or fee owner of such Leased Real Property. The transactions contemplated by this Agreement, sublease including the Merger, do not require the consent of any other party to a Lease, nor will it cause a breach or default under such Lease or cause such Lease to cease being in full force and effect on identical terms following the Closing Date. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other occupancy party thereto is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Lease, except for violations or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has subleased or granted to a third party any right to use or occupy all or any portion of the Leased Real Property and each amendment theretoneither the Company nor any of its Subsidiaries has collaterally assigned or granted a Lien in any Lease. (iii) The Owned Real Property and the Leased Real Property are in reasonably good repair and operating condition, ordinary wear and tear excepted. The Owned Real Property and the Leased Real Property shall include all real property used in the Company’s business, and are sufficient for the conduct and operation of the Company’s business, as presently conducted and as currently proposed to be collectively referred to herein as the “Real Property”conducted. All such current leases which are material to Each of the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with possession of their respective termsOwned Real Property and Leased Real Property. (iv) With respect to tangible assets necessary for the conduct of the Company’s business as presently conducted and as currently proposed to be conducted (other than real property), and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each one of its Subsidiaries has performed good and valid title to, or a valid leasehold interest in, all of its obligations under any material termination agreements pursuant to which it has terminated any leases such tangible assets, in each case free and clear of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesall Liens, other than Permitted Liens.

Properties. (a) Except as set forth in Section 3.7(a)(i4.18(a) of the Disclosure Schedule, neither Seller nor any Company has received, within the preceding two (2)-year period, any written notice of any adverse claim (that has not been resolved) to the title to any of the Assets or with respect to any lease under which any of the Assets is held. There is no pending taking (whether permanent, temporary, whole or partial) of any part of the Assets owned by any of the Companies by reason of condemnation or, to the Knowledge of Seller, the written threat of condemnation. (b) Section 4.18(b) of the Disclosure Letter Schedule sets forth a list of all each parcel of real property currently owned by the in which any Company or any of its Subsidiaries has a fee ownership interest (collectively, the “Owned Real PropertyProperty Interests”), . Each Company owns and has good and marketable title to the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by Interests free and clear of all Liens other than Permitted Liens. With respect to such Real Property Interests, there is no pending, or, to the Company or its SubsidiariesKnowledge of Seller, neither the Company nor any of its Subsidiaries has ever owned any real property. threat of, condemnation. (c) Section 3.7(a)(ii4.18(c) of the Company Disclosure Letter Schedule sets forth a list of all each parcel of real property currently leasedin which any Company has a leasehold interest (collectively, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real PropertyProperty Leases”). All such current leases which are material Each of the Real Property Leases is a valid and binding agreement of the respective Company and, to the Company and its Subsidiaries taken as a whole are in full force and effectKnowledge of Seller, are valid and effective enforceable against the parties thereto in accordance with their its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting or relating to the enforcement of creditors’ rights generally and there the application of general principles of equity (regardless of whether that enforceability is notconsidered in a proceeding at law or in equity). Each Company has performed all material obligations required to have been performed and is not in material breach or material default under the respective Real Property Lease. No event has occurred, under any of such leases, any existing default or event of default (or event which with after notice or lapse of time, or both, would constitute a default) material default by the any Company or any of its Subsidiaries, or, to the Company’s KnowledgeKnowledge of Seller, by any other party to such Real Property Lease. Prior to the execution of this Agreement, the Companies have furnished to Buyer true, correct and complete copies of each Real Property Lease and all written amendments, waivers and modifications thereto. The Company or its Subsidiaries currently occupies all . (d) Except as set forth in Section 4.18(d) of the Disclosure Schedule, each Company owns good title to or has a valid leasehold interest in its respective Assets (other than Real Property for Interests, Real Property Leases and Easements, which are respectively subject to the operation representations and warranties set forth in Section 4.18(a), Section 4.18(c) and Section 4.18(e)), free and clear of its business. No parties all Liens other than Permitted Liens. (e) Section 4.18(e) of the Company Disclosure Schedule sets forth a list of all Easements. Except as specified in Section 4.18(e) of the Disclosure Schedule, to Seller’s Knowledge and except for Permitted Liens, (i) each Easement is valid, existing and enforceable, (ii) no event has occurred that is reasonably expected to result in the termination, impairment or limitation of any Easement, (iii) no future payments of any kind are due under any Easement in order to maintain its existence and (iv) the continuation, validity and enforceability of each Easement will not be disturbed or affected by the transactions contemplated by this Agreement. (f) Except as set forth in Section 4.18(f) of the Disclosure Schedule, there are no preferential rights to purchase, rights of first offer, rights of first refusal or similar rights that are applicable to any of its Subsidiaries have a right to occupy the Assets owned by any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and Companies (including any that arise as a result of the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasestransactions contemplated by this Agreement).

Properties. Section 3.7(a)(i(a) of Company owns and has good and valid title to, or a valid leasehold interest in, all the Company Disclosure Letter sets forth a list of all real property currently owned by the Company material properties and assets which it purports to own or any of its Subsidiaries lease (the “Owned Real Property”real, tangible, personal and mixed), including all the properties and assets reflected in the CoolTouch Financial Statements (except for personal property sold since the date of acquisitionthe CoolTouch Financial Statements in the Ordinary Course of Business) and all tangible personal property necessary for the conduct of its business as presently being conducted. All such properties and assets reflected in the CoolTouch Financial Statements are free and clear of all Liens, except for Permitted Liens, Liens reflected on the CoolTouch Financial Statements and Liens for current taxes not yet due. (b) Company does not own, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiarieshas never owned, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii3.15(b) of the Company CoolTouch Disclosure Letter Schedule sets forth a list of all real property currently leased, subleased or licensed by or subleased by the from Company or any of its Subsidiaries or otherwise used or occupied by the Company or any for the operation of its Subsidiaries business (the “CoolTouch Leased Real Property”), the address, name of the lessor, licensor, sublessor, master lessor and/or or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property . (c) Company has provided or made available to Syneron true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the CoolTouch Leased Real Property shall be collectively referred to herein as Property, including all amendments, terminations and modifications thereof (the “Real PropertyCoolTouch Lease Agreements”); and there are no other CoolTouch Lease Agreements for real property to which the Company is bound, other than those identified in Section 3.15(c) of the CoolTouch Disclosure Schedule. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, CoolTouch Lease Agreements are valid and effective in accordance with their respective termsall material respects. With respect to the CoolTouch Lease Agreements, and there is not, under any of such leases, any no existing material default or event of default (by the Company, nor, to the Knowledge of the Company, by any other party thereto, and to the Knowledge of the Company, no circumstance or event exists which with notice or lapse of time, or both, would constitute a default) by the Company material default under any CoolTouch Lease Agreement. There are no other parties occupying, or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have with a right to occupy any material occupy, the CoolTouch Leased Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.

Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.7(a)(i3.16(b) of the Company Disclosure Letter sets forth a list true, complete and correct list, as of the date hereof, of all real property currently owned by material leases, subleases or other occupancy arrangements pursuant to which the Company or any of its Subsidiaries is a party or has a right to use the real property owned by another Person (the each, a “Owned Real PropertyLease”), including the date of acquisition, address or location and the approximate square footages use of the land and all buildings situated thereonsubject Leased Real Property. Except Each Lease for the Owned Leased Real Property currently owned by is valid, binding and in full force and effect with respect to the Company or its Subsidiaries, neither the Company nor and any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as extent a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, orparty thereto and, to the Knowledge of the Company’s Knowledge, by any each other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and subject to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal RequirementsBankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries will be required to incur any material cost is in breach of or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations default under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability Lease with respect to Leased Real Property, and, to the Knowledge of the Company, no other party is in breach of or default under any lease with respect to Leased Real Property, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) The ownership, occupancy, use and operation of the Leased Real Property does not violate any instrument of record or Contract affecting such terminated real property leasesproperty, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the Knowledge of the Company, threatened (i) appropriation, condemnation, eminent domain or like Proceedings relating to the Leased Real Property or (ii) Proceedings to change the zoning classification, variance, special use or other applicable land use Law of any portion or all of the Leased Real Property, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) All material tangible assets (including Leased Real Property) of the Company and its Subsidiaries are, in the aggregate (and with due consideration for reasonable wear and tear and the age of each specific tangible asset), in sufficient operating condition and repair, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. At the Effective Time, the Company and its Subsidiaries will own, or have a valid legal right to use, sufficient property, assets and other rights (whether tangible or intangible) to be able to operate and conduct the businesses and the operations of the Company and its Subsidiaries in substantially the same manner as conducted as of the date of this Agreement, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Properties. Section 3.7(a)(i(a) Each Borrower and Guarantor has good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets material to its business, free and clear of the Company Disclosure Letter all Liens, except Permitted Liens. All such properties and assets are, and will be maintained, in good working order and condition, ordinary wear and tear excepted. (b) Schedule 5.15 sets forth a list complete and accurate list, as of the Effective Date of the location, by State and street address, of all real property currently Real Property owned or leased by the Company or Parent and any Subsidiary of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages Parent. As of the land Effective Date, each Borrower and all buildings situated thereonGuarantor has valid leasehold interests in the Leases described on Schedule 5.15 to which such Borrower and Guarantor is a party. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All Each such current leases which are material to the Company and its Subsidiaries taken as a whole are Lease is in full force and effect, are effect and is valid and effective enforceable against each Borrower and Guarantor that is a party thereto and, to the knowledge of such Borrower and Guarantor, all other parties thereto in accordance with their respective termsits terms in all material respects, except as to those Leases identified in Schedule 5.15 where the consent to the assignment of such Lease as 80 part of the applicable Acquisition is required under the terms of such Lease and there such consent has not been obtained, provided, that, no such Lease is notmaterial to the business of Borrowers taken as a whole. No consent or approval of any landlord or other third party in connection with any such Lease is necessary for any Borrower or Guarantor to enter into and execute the Loan Documents or the Acquisition Documents to which it is a party except as set forth on Schedule 5.15. To the knowledge of any Borrower or Guarantor, (i) no other party to any such Lease is in default in any material respect of its obligations thereunder, (ii) no Borrower or Guarantor (or any party to any such Lease) has at any time delivered or received any notice of default which remains uncured (beyond applicable notice and cure periods) under any such Lease and (iii) as of such leasesthe Effective Date (after giving effect to the Acquisitions), any existing default or no event has occurred which, with the giving of default (or event which with notice or lapse the passage of time, time or both, would constitute a default) by default under any such Lease, except as to those Leases identified in Schedule 5.15 where the Company or any of its Subsidiaries, or, consent to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all assignment of such Lease as part of the Real Property for applicable Acquisition is required under the operation terms of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any such Lease and such consent has not been obtained, provided, that, no such Lease is material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any business of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying Borrowers taken as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesa whole.

Properties. (a) Except as would not be material to the Company and its Subsidiaries, taken as a whole, the assets and rights of the Company and its Subsidiaries are necessary and sufficient for the continued conduct of the business of the Company and its Subsidiaries after the Closing in the same manner as conducted prior to the Closing, are adequate for the uses to which each is presently being put in the business of the Company and its Subsidiaries and constitute all of the assets and rights used in the conduct the business of the Company and its Subsidiaries as currently conducted and consistent with past practice. 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 title to, or 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 ordinary course of business. (b) Section 3.7(a)(i4.14(b) of the Company Disclosure Letter sets forth includes a true and complete list of all real property currently leases, subleases, or other occupancies used by the Company or its Subsidiaries or to which any of them is a party as lessee or lessor which involved payments during the most recent 12-month period in excess of $200,000 (the “Leases,” and the properties leased thereunder, the “Leased Real Property”). No Person other than the Company has any material right to use, occupy or lease any of the Leased Real Property. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the leasehold interests relating to the Leases are free and clear of all Liens other than Permitted Liens. None of the Company or its Subsidiaries have received any written notice from the other party to any Lease of any default under or the termination or proposed termination thereof, and neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Lease, is in material violation of any provision of any Lease. (c) Section 4.14(c) of the Company Disclosure Letter lists all real properties owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as would not be material to the Company and its Subsidiaries, taken as a whole, the date of acquisitionCompany and its Subsidiaries, as applicable, have good, valid and the approximate square footages of the land and all buildings situated thereon. Except for insurable fee title to the Owned Real Property currently owned by free and clear of any Liens other than Permitted Liens. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. No Person other than the Company or and its Subsidiaries, as applicable, has any material right to use, occupy or lease any of the Owned Real Property. (d) There is no pending or, to the knowledge of the Company, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Owned Real Property or Leased Real Property (collectively, the “Properties”), and neither the Company nor any of its Subsidiaries has ever owned have received any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with written notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesthereof.

Properties. (a) Section 3.7(a)(i2.13(a) of the Company Disclosure Letter sets forth Schedule contains a true and correct list of all each parcel of leased real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name ) and a summary description of the lessor, licensor, sublessor, master lessor and/or lessee all plants and the date structures located on each parcel of the lease, license, sublease or other occupancy right Leased Real Property. True and each amendment thereto. The Owned Real Property and correct copies of all lease agreements for the Leased Real Property shall be collectively referred (“Leases”) have been provided to herein as Buyer. (b) Seller is the “lessees under each of the Leases. Each Lease is in full force and effect and there is no existing Default by Seller or, to the Knowledge of any Seller, any other party to such Leases. (c) Seller’s interest in the Leased Real Property is free and clear of any Liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by any Seller other than the lessor thereof or any mortgagees of such lessors. (d) There is no Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any Leases, and no condition or circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any such Leases. (e) All improvements on the Leased Real Property conform to all applicable state and local Laws or use restrictions, and the property is zoned for the various purposes for which the Leased Real Property and improvements thereon are presently being used. (f) Seller has not received any notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property”. . (g) There is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Leased Real Property which prohibits the current use of the Leased Real Property. (h) All such current leases which are material to Permits required for the Company occupancy and its Subsidiaries taken operation of the Leased Real Property (with appurtenant parking uses) as a whole presently being used have been obtained and are in full force and effect, are valid effect and effective Seller has not received any notices of violations in accordance connection with their respective terms, and there is not, under such items. (i) Seller does not have in its possession any studies or reports which indicate any defects in the design or construction of any of such leasesthe Improvements on the Leased Real Property. (j) No Person, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or Buyer, has any right, option, right of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, first refusal or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration contract, whether oral or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability written, with respect to such terminated real property leasesthe purchase, assignment or transfer of all or any portion of the Leased Real Property.

Properties. (a) The Company and its Subsidiaries have marketable title to all of the land owned by and related to the business of the Company and its Subsidiaries, together with all buildings, facilities, fixtures and other improvements thereon, including the Facilities (but excluding any personal property of the Company or its Subsidiaries) and all of the Company’s and its Subsidiaries’ rights arising out of the ownership thereof or appurtenances thereto, including all related easements and rights of ingress and egress and the water intake and discharge structures to the extent such structures may be deemed real property (collectively, the “Real Property”) free and clear of all Encumbrances, except Permitted Encumbrances. (b) Section 3.7(a)(i4.18(b) of the Company Seller Disclosure Letter Schedule sets forth a list of all real property currently owned by Real Property leased to the Company or any of its Subsidiaries (the “Owned Real Property”)by a third party pursuant to a lease, the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by sublease or similar Contract under which the Company or its Subsidiaries, neither the Company nor any one of its Subsidiaries has ever owned any real property. is the lessee or sublessee (collectively, the “Company Leases”). (c) Copies of all Company Leases set forth on Section 3.7(a)(ii4.18(b) of the Company Seller Disclosure Letter sets forth a list Schedule have heretofore been furnished or made available to Purchaser, which are all of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Leases. Each such Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are Lease is in full force and effect, are valid without modification or amendments from the form furnished to Purchaser and effective is valid, binding and enforceable in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and there is not, under any general principles of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirementsequity. Neither the Company nor any of its Subsidiaries will be required to incur has assigned its interest under any material cost or expense for any restoration or surrender obligationsof the Company Leases, or subleased all or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement part of Financial Accounting Standard Nothe space demised thereby, to any third party. 143 “Accounting for Asset Retirement Obligations,” upon Neither the expiration or earlier termination of Company nor any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations is in default under any material termination agreements pursuant to which it has terminated any leases provision of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesthe Company Leases.

Properties. Section 3.7(a)(i) of the Company Disclosure Letter Schedule 4.6 sets forth a list of all real property currently owned leased by the Company or any of its Subsidiaries Target (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon"Properties". Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list Copies of all real property currently leased, licensed or subleased lease agreements have been delivered by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred Target to herein as the “Real Property”Crimson. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are effect and constitute valid and effective binding agreements of Target and, to our knowledge, the other parties thereto. Target is not in accordance with their respective termsdefault under the leases and no event has occurred which, and there is not, under any through the passage of such leases, any existing default time or event the giving of default (or event which with notice or lapse of time, or bothnotice, would constitute a default) default by Target under the Company or any of its Subsidiariesleases. To our knowledge, or, no other party to the Company’s Knowledge, by any other party theretoleases is in default under the leases. The Company or its Subsidiaries currently occupies all At the time of the Real Property for Merger, the operation Properties will be conveyed free and clear of its business. No parties any outstanding mortgage, deed of trust, lien or encumbrance created by Target other than Permitted Exceptions, below defined, but not otherwise. Permitted Exceptions are: lessor's royalties, overriding royalties, production payments, net profits interests, reversionary interests and similar burdens measured by or payable out of production of substances or proceeds from the Company sale thereof that do not, and will not, reduce the relevant net revenue interest of Crimson Sub provided pursuant to this Agreement, as the successor in title to Target, below the relevant net revenue interest or any increase the relevant working interest, as Target's successor in title, above the relevant working interest of its Subsidiaries have a right Crimson Sub (unless the circumstance causing such working interest to occupy any material Real Property, except for subleases described increase will cause the corresponding net revenue interest to increase at least in the Company Disclosure Letter pursuant same proportion); preferential rights to which third parties have the right to occupy Real Property. The Real Property purchase and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability third-party consents with respect to which, prior to closing, (i) waivers or consents are obtained from the appropriate persons or entities or (ii) the time for asserting such terminated real property leasesrights has expired without exercise; mechanics', materialmen's, operator's and non-operators', tax and similar liens or charges arising in the ordinary course of business related to the Properties, if such liens or charges secure payments not yet due; all consents from, notices to, approvals by or other actions by any governmental authority in connection with the sale or transfer of the Properties by Target to Crimson Sub pursuant to this agreement if such matters are customarily and appropriately obtained after the sale or transfer; liens, security interests or other encumbrances that are released at or prior to closing pursuant to the terms of releases and other instruments in form and substance reasonably satisfactory to Crimson Sub and executed, delivered and acknowledged by the owner and holder thereof; rights of a governmental entity to control or regulate the Properties, together with all applicable laws, rules and regulations; easements, rights-of-way, surface leases and other surface use restrictions if such restrictions will not materially adversely affect the use, value or operation of the Properties; and title matters waived in writing by Crimson or Crimson Sub.

Properties. (a) The Company and its Subsidiaries have good and marketable title to, or valid leasehold interests in, all material property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except (i) for Intellectual Property Rights that are the subject of the first sentence of Section 3.7(a)(i4.15(b) and (ii) as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list of Schedule identifies all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date . The Company and its Subsidiaries have good and valid title to all of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by Property. There are no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any of the Owned Real Property. (c) Section 4.14(c) of the Company Disclosure Schedule identifies each Lease to which the Company or any of its SubsidiariesSubsidiaries is a party or subject. The Company has made available to Parent a true and complete copy of each Lease. Each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (such real property, the “Leased Real Property”) is valid and in full force and effect, and, except for matters that have been resolved: (i) neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leasedSubsidiaries, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material nor to the Company and its Subsidiaries Company’s Knowledge any other party to a Lease, has violated in any material respect any provision of, or taken as a whole are in full force and effector failed to take any act which, are valid and effective in accordance with their respective termsor without notice, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a defaultdefault under the provisions of such Lease, and (ii) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither neither the Company nor any of its Subsidiaries will be required to incur has received notice that it has breached, violated or defaulted under any material cost or expense for Lease. (d) To the Company’s Knowledge, (i) neither the Company nor any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed received notice of a material violation of any applicable zoning, building, health and safety, subdivision, land sales or similar Applicable Law, and (ii) all structures, buildings, facilities and improvements on the Owned Real Property or Leased Real Property are adequately maintained and are in good operating condition and repair (ordinary wear and tear expected) for the requirements of the business of the Company and its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesSubsidiaries as currently conducted.

Properties. Section 3.7(a)(i(i) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect, as of the Company Disclosure Letter sets forth date hereof, (A) Cousins has delivered to or made available to Parkway a list true and complete copy of all real property currently owned by the Company each lease, sublease, sub-sublease, license and other agreement under which Cousins or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property (each, a “Owned Real PropertyCousins Lease”), (B) to the knowledge of Cousins, as of the date of acquisitionhereof, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are Cousins Lease is in full force and effect, are valid and effective neither Cousins nor any of its Subsidiaries nor, to the knowledge of Cousins, any other party to a Cousins Lease, is in accordance with their respective termsdefault beyond any applicable notice and cure period under any Cousins Lease, which default is in effect on the date of this Agreement and (C) neither Cousins nor any of its Subsidiaries has, prior to the date hereof, received from any counterparty under any Cousins Lease that relates to at least 25,000 square feet of net rentable area (the “Material Cousins Leases”) a notice from the tenant of any intention to vacate prior to the end of the term of such Material Cousins Lease. Except as set forth in Section 3.2(o)(i) of the Cousins Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material Cousins Lease is currently asserting in writing a right to cancel or terminate such Material Cousins Lease prior to the end of the current term, and there is not, (2) none of Cousins or any Cousins Subsidiary has received notice of any insolvency or bankruptcy proceeding involving any tenant under any of Material Cousins Lease where such leases, any existing default or event of default proceeding remains pending. (or event which with notice or lapse of timeii) Except as would not have, or bothwould not reasonably be expected to have, would constitute individually or in the aggregate, a default) by the Company Cousins Material Adverse Effect, Cousins, or a Subsidiary of Cousins, or a joint venture of Table of Contents Cousins or any of its Subsidiaries, owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of Cousins included in the Cousins SEC Documents (each a “Cousins Property” and collectively, the “Cousins Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.2(o)(ii) of the Cousins Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Cousins Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect, none of Cousins, nor any Subsidiary of Cousins has received written notice to the effect that there are any condemnation proceedings that are pending or, to the Company’s Knowledgeknowledge of Cousins, by threatened with respect to any other party thereto. The Company or its Subsidiaries currently occupies all material portion of any of the Real Property Cousins Properties. Except for the operation owners of the properties in which Cousins or any Subsidiary of Cousins has a leasehold interest and except for any Cousins Property that is held by a joint venture or fund, no Person other than Cousins or a Subsidiary of Cousins has any ownership interest in any of the Cousins Properties. Section 3.2(o)(ii) of the Cousins Disclosure Letter contains a complete and accurate list of the street address of each parcel of Cousins Property. (iii) Policies of title insurance or updates or endorsements have been issued, insuring Cousins’s or the applicable Subsidiary of Cousins’s fee simple title to each of the Cousins Properties owned by Cousins in amounts at least equal to the purchase price paid for ownership of such Cousins Property or such entity that owned such Cousins Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. True and correct copies of each of the policies of title insurance or updates or endorsements together with all exception documents referenced therein other than such documents pertaining to utility easements, right of way easements, and other easements for the benefit or use of the public or that do not impose any monetary obligations, has been made available to Parkway. (iv) Cousins or any Subsidiary of Cousins (A) have not received written notice of any structural defects, or violation of Law, relating to any Cousins Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect and (B) have not received written notice of any physical damage to any Cousins Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (v) Except for secured loan documents entered into in the ordinary course of business or as otherwise set forth on Section 3.2(o)(v) of the Cousins Disclosure Letter, there are no written agreements which restrict Cousins or any Subsidiary of Cousins from transferring any of the Cousins Properties, and none of the Cousins Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal or tenant options as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect) or on the financing or release of financing thereon. (vi) Cousins and the Subsidiaries of Cousins have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Cousins included in the Cousins SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Cousins Material Adverse Effect. Table of Contents (vii) Except as set forth on Section 3.2(o)(vii) of the Cousins Disclosure Letter or otherwise for discrepancies, errors or omissions that, individually or in the aggregate, have not had and would not reasonably be expected to have a Cousins Material Adverse Effect, the rent rolls for each of the Cousins Properties, dated as of April 1, 2016, which rent rolls have previously been made available to Parkway by or on behalf of Cousins or any of its business. No parties other than the Company Subsidiaries, correctly (A) reference each Cousins Lease that was in effect as of April 1, 2016 and to which Cousins or any of its Subsidiaries have a right are parties as lessors or sublessors with respect to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets each of the Company applicable Cousins Properties, and (B) identify the Subsidiaries arerent currently payable and security deposit amounts currently held under the Cousins Leases as of April 1, 2016. All security deposits have been held by Cousins or one of its Subsidiaries, as applicable, in all material respects, in good condition and repair and regularly maintained respects in accordance with standard industry practice Law and to the Company’s Knowledge the Real Property is in compliance, applicable Cousins Leases. (viii) True and complete in all materials respects, with Legal Requirements. Neither the Company nor material respects copies of all ground leases pursuant to which Cousins or any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon is the expiration or earlier termination lessee of any leases Cousins Property as of the date hereof, together with all amendments, modifications, supplements, renewals and extensions related thereto, have been made available to Parkway on or other occupancy agreements for prior to the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesdate hereof.

Properties. Except as set forth in Section 3.7(a)(i) 4.14 of the Company ATN Disclosure Letter sets forth Letter: (a) BDC has (i) a list of all good and valid title, leasehold or sublease interest or other comparable contract right in the real property currently owned by the Company that BDC (x) leases, subleases or any of its Subsidiaries otherwise occupies without owning (the each such real property, a “BDC Leased Real Property” and each such lease, sublease or comparable right, a “BDC Lease”) or (y) owns (each such real property, an “BDC Owned Real Property”), and (ii) good, valid and marketable title to, or a valid leasehold, sublease interest or other comparable contract right in, the date other tangible assets and properties necessary to the conduct of acquisitionits business as currently conducted, in each of clauses (i) and (ii), free and clear of all Encumbrances except for Permitted Encumbrances. (b) BDC is in compliance in all material respects with the terms of all BDC Leases, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole BDC Leases are in full force and effect, are valid and effective . BDC has not received any written notice that it is in accordance with their respective terms, and there is not, default under any BDC Lease or any notification of disputes with any third party relating to any BDC Lease, nor, to the Knowledge of ATN, is any other party to such leasesBDC Lease in default thereunder. No event has occurred, any existing default or event which, after the giving of default (or event which notice, with notice or lapse of time, time or both, would constitute a default) default by the Company or BDC under any of its Subsidiaries, BDC Lease or, to the Company’s KnowledgeKnowledge of ATN, by any other party thereto. The Company under such BDC Lease. (c) There has been no material breach by BDC of any applicable Law, bye-law or its Subsidiaries currently occupies all Permit in connection with the properties. (d) No “development” as defined in the Planning Act has been carried out on the BDC Owned Real Properties without planning permission first having been granted, or otherwise in contravention of the Real Property for the operation of its business. No parties other than the Company Planning Act or any of its Subsidiaries have a right to occupy condition contained in any material Real Property, except planning permission granted for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesdevelopment.

Properties. (a) Neither the Company nor any Company Subsidiary currently owns, or has ever owned, any real property. (b) Section 3.7(a)(i4.15(b) of the Company Disclosure Letter Schedules contains, as of the date of this Agreement, a true and complete list of all real property that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and the Company Subsidiaries, as applicable (such property, the "Leased Real Property"), and sets forth a list of any and all real property currently owned leases, subleases, sub-subleases, licenses, sublicenses, occupancy agreements, rights of first refusal, parking and access rights, rights to expand premises, renewal rights and extension options, easements and purchase options for the use of the Leased Real Property to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications, amendments, guarantees and indemnities with thereto, the "Real Estate Leases"). The Company and/or one of the Company Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease. The Company and/or one of the Company Subsidiaries, as the case may be, enjoys quiet, peaceful and undisturbed possession of the Leased Real Property. True and complete copies of all Real Estate Leases have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto,; (ii) has not been amended or modified in any respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) has not been subleased, assigned or licensed in any manner by the Company or any of its Subsidiaries the applicable Company Subsidiaries. (the “Owned Real Property”), the date d) There is no existing default or event of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased default by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (Subsidiaries, or, to the “Leased Real Property”), the name Knowledge of the lessorCompany, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or any other occupancy right and each amendment party thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any Real Estate Lease, nor, to the Knowledge of such leasesthe Company, any existing default or event of default (or event which with notice or lapse of time, time or both, both would constitute a default) default thereunder by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by Subsidiary (as applicable) or any other party thereto. The Company or its Subsidiaries currently occupies and/or one of the Company Subsidiaries, as the case may be, has paid all rent due and payable under each Real Estate Lease. The Real Estate Leases will not be affected by, nor will be in default as a result of, the completion of the transactions contemplated under this Agreement (e) The Leased Real Property constitutes all of the real property occupied or otherwise used by the Company and the Company Subsidiaries as of the date hereof. The Leased Real Property is in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would impair or would be reasonably expected to impair the continued operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets business of the Company and the Company Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the presently conducted at such Leased Real Property. . (f) The Company and each the Company Subsidiaries have not received any written notice of its (i) violations of building codes and/or zoning by-laws or other governmental or regulatory laws affecting the Leased Real Property, (ii) existing, pending or threatened expropriation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other proceedings, or similar matters that would impair or would be reasonably expected to impair the continued operation of the business of the Company and the Company Subsidiaries has performed all of its obligations under as presently conducted at such Leased Real Property. (g) The Company and the Company Subsidiaries have not pledged, mortgaged, or otherwise granted any material termination agreements pursuant to which it has terminated Liens on their leasehold interests in any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesLeased Real Property.

Properties. Section 3.7(a)(i) 4.20 of the Company Disclosure Letter Schedule sets forth a complete and accurate list as of the date hereof, of any material real property which Company or any Subsidiary of Company leases, subleases, licenses, uses or occupies and any Contract pursuant to which Company or any Subsidiary of Company leases, subleases, licenses, uses or occupies any real property (any such properties, the “Real Properties”, and any such Contracts, the “Leases”). Neither Company nor any Subsidiary of Company owns any real property or is party to any Contract or option to purchase any real property or interest therein. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the Company or any Subsidiary of Company has a good and valid leasehold or license interest in the Real Properties, free and clear of all real property currently owned by the Liens, except for Permitted Liens, (b) each Lease under which Company or any of its Subsidiaries leases, subleases or licenses any Real Property is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of Company or a Subsidiary of Company (as the “Owned Real Property”)case may be) and, to the knowledge of Company, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against Company or its Subsidiaries (as the case may be) and, to the knowledge of Company, each of the other parties thereto (except for such Leases that are terminated after the date of acquisitionthis Agreement in accordance with their respective terms, and the approximate square footages other than as a result of a default or breach by Company or any of its Subsidiaries of any of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the provisions thereof), (c) neither Company or nor any of its Subsidiaries, nor, to the knowledge of Company, any of the other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lease,(d) as of the date hereof, neither the Company nor any of its Subsidiaries has ever owned received written notice that it has violated or defaulted under any real property. Section 3.7(a)(iiLease or under any covenant, restriction, stipulation or other encumbrance affecting the Real Property, (e) of neither Company nor its Subsidiaries has subleased, assigned, or otherwise granted to any Person the right to use or occupy the Real Property or any material portion thereof, (f) neither Company Disclosure Letter sets forth a list of all real property currently leasednor any Subsidiary is obligated to pay any leasing or brokerage commission relating to any Lease that has not already been paid, licensed and (g) no construction, alteration or subleased other leasehold improvement work with respect to any Lease remains to be paid for or to be performed by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesSubsidiary.

Properties. Section 3.7(a)(i(a) of the The Company Disclosure Letter sets forth a list of all real property currently owned by the Company or any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its SubsidiariesAffiliates own good, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, marketable title to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for tangible personal property shown on the operation Reference Balance Sheet and thereafter acquired, free and clear of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Propertyall Encumbrances, except for subleases described Permitted Encumbrances, and except for inventory and other personal property sold, exchanged or otherwise disposed of in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property ordinary course of business and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance a manner consistent with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. past practice. (b) Neither the Company nor any of its Subsidiaries will be required Affiliates has any Owned Real Property. (c) Section 3.08(c) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to incur any each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property. (d) There is no material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination violation of any leases Law (including any building, planning or other occupancy agreements for zoning Law) relating to any of the Real Property. Neither the Company nor any Affiliate has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Affiliate assigned its interest under any lease or sublease listed in Section 3.08(c) of the Disclosure Schedule to any third party. There are no condemnation proceedings or eminent domain proceedings of any kind or other matters affecting materially and adversely the current use, occupancy or value of the Real Property pending or, to the knowledge of the Company after due inquiry, threatened against the Real Property. Each lease agreement in respect of each parcel of Leased Real Property has been registered with the appropriate Governmental Authority. To the best knowledge of the Company after due inquiry, there are no facts that would prevent the Real Property from being occupied by the Company or any Affiliate, as the case may be, after the Closing in the same manner as occupied by the Company or such Affiliate immediately prior to the Closing. The Company and each of its Subsidiaries has performed all of its obligations is not in default under any material termination agreements pursuant lease agreement to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability is a party with respect to such terminated real property leasesany Leased Real Property.

Properties. Section 3.7(a)(i(i) of the Company Disclosure Letter sets forth a list of all All real property currently owned or leased by the Company CWBC or any of its Subsidiaries has been Previously Disclosed. (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently ii) With respect to such real property that is owned by the Company CWBC or any of its Subsidiaries, CWBC has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except (i) Permitted Encumbrances, (ii) Liens set forth in policies for title insurance of such properties delivered to CVCY, and including the matters Previously Disclosed, (iii) survey imperfections set forth in surveys of such properties delivered to CVCY, or (iv) as Previously Disclosed. (iii) With respect to such real property that is leased by CWBC or any of its Subsidiaries, CWBC has a good and marketable leasehold estate in and to such property, free and clear of all Liens, leases and other imperfections of title or survey, except for the Permitted Encumbrances. CWBC has delivered true, correct and complete copies of such lease(s), together with all amendments thereto, to CVCY; any such lease is in full force and effect and will not lapse or terminate prior to the Closing Date; neither the Company CWBC nor any of its Subsidiaries has ever owned nor the landlord thereunder is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and enforceable obligations of the Parties thereto; the transactions contemplated hereby will not require the consent of any landlord under any such lease, or such consent shall have been obtained prior to the Closing; and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property. Section 3.7(a)(ii) property subject to any such lease, CWBC or its Subsidiaries has the benefit of a non-disturbance agreement from the holder or beneficiary of such mortgage, deed of trust or other security instrument that provides that CWBC’s or its Subsidiaries’ use and enjoyment of the Company Disclosure Letter sets forth a list of all real property currently leasedsubject to such lease will not be disturbed as a result of the landlord’s default under any such mortgage, licensed deed of trust or subleased other security instrument, provided CWBC and its BN 79011068v1 Subsidiaries are not in default of any of their obligations pursuant to any such lease beyond the expiration of any notice and cure periods. (iv) All real and personal property owned by the Company CWBC or any of its Subsidiaries or otherwise presently used or occupied by the Company or any of them is in good condition (ordinary wear and tear excepted) and is sufficient to carry on its Subsidiaries business in the ordinary course of business consistent with its past practices. (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company v) CWBC and its Subsidiaries taken have good and marketable and insurable title, free and clear of all Liens to all of its material properties and assets, other than real property, except (A) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (B) such imperfections of title and encumbrances, if any, as a whole are not material in full force character, amount or extent, and effect, (C) as Previously Disclosed. All personal property which is material to CWBC’s or its Subsidiaries’ business and leased or licensed by CWBC or its Subsidiaries is held pursuant to leases or licenses which are valid and effective enforceable in accordance with their respective terms, terms and there is not, under any of such leases, any existing default or event of default (or event which with notice leases will not terminate or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, prior to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has performed all of its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesEffective Time.

Properties. Section 3.7(a)(i(a) Schedule 13.10(a) of the Company Disclosure Letter sets forth Schedule contains a true, complete and correct list (designating the relevant owners, lessors and lessees) of (i) all real property owned, leased or subleased by the Company and its Subsidiaries and (ii) all material equipment, fixtures, stock exchange membership interests and other personal property owned, leased, subleased or managed by the Company and its Subsidiaries. A copy of all real and personal property currently owned leases and deeds of the Company and its Subsidiaries have been delivered and made available to Parent by the Company. (b) With respect to real property leased by the Company or any of and its Subsidiaries (or otherwise made available to the “Owned Real Property”)Company or its Subsidiaries for their use, the date Company and its Subsidiaries have the right to quiet enjoyment of acquisitionsuch real property for the full term of each such lease or similar agreement (and any renewal option related thereto), and the approximate square footages leasehold or other interest of the land and all buildings situated thereon. Except for the Owned Real Property currently owned Company or its Subsidiaries in such real property is not subject or subordinate to any Lien (or if subordinate, a non-disturbance agreement has been obtained by the Company or its SubsidiariesSubsidiaries from the holder of the Lien). The Company and its Subsidiaries are in compliance in all material respects with each such lease or similar agreement and, neither to the Company knowledge of the Principals, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the right to terminate prior to its scheduled expiration the term of any lease or similar agreement. (c) Neither the whole nor any part of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (is subject to any pending suit for condemnation or other taking by any public authority, and, to the “Leased Real Property”), the name knowledge of the lessorPrincipals, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease no such condemnation or other occupancy right and each amendment theretotaking is currently threatened or contemplated. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to properties leased or subleased by the Company and its Subsidiaries taken are sufficient to conduct the operations of the Company and its Subsidiaries as a whole currently conducted, and the foregoing personal properties are in full force sound operating condition and effectrepair, are valid normal wear and effective in accordance with their respective terms, and there is not, under tear excepted. There has not been any interruption of such leases, any existing default or event the operations of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies due to inadequate maintenance of any such properties. (d) The Company and its Subsidiaries own outright and have good fee or leasehold title to all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property their respective assets and the physical assets of the Company and the Subsidiaries areproperties, in all material respects, in good condition each case free and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination clear of any leases or other occupancy agreements for the Real PropertyLien. The Company and each of its Subsidiaries has performed have all of necessary assets, equipment, stock exchange membership interests and properties to engage in the business as currently conducted by the Company and its obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leasesSubsidiaries.