Common use of Properties Clause in Contracts

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. Except 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: (ai) None of with respect to the real property owned by the Company or any Company Subsidiary owns any real property. its Subsidiaries (b) Section 4.15(b) of the “Owned Real Property”), the Company Disclosure Letter contains, as or one of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenantsits Subsidiaries, as applicable, has good, marketable indefeasible fee simple title to the Owned Real Property, free and clear of all any Lien (other than Permitted Liens); (ii) with respect to the real property which is leased, subleased, sub-subleased, subleased or licensed to, to or otherwise occupied by, by the Company and or its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and sets forth a description binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the date of any this Agreement in accordance with their terms and all leasessubject to applicable bankruptcy, subleasesinsolvency, sub-subleasesfraudulent transfers, licenses reorganization, moratorium and purchase options other laws, affecting creditors’ rights generally and general principles of equity), and to which the knowledge of the Company, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries 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 of the Company Subsidiary is a 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 Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the parties thereto (collectivelyexcept 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 “Real Estate LeasesImprovements”). True ) are in good repair and complete copies of all Real Estate Leases (including all modificationsoperating condition, amendmentssubject only to ordinary wear and tear, supplementsand are adequate and suitable for the purposes for which they are presently being used or held for use, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property Improvements that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation thereof. Section 4.18 of the Company Disclosure Schedule contains a true and complete list of all Owned Real Property or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 Leased Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company SubsidiariesProperty. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.14(a) of the Company Disclosure Letter sets forth a true and complete list of all material leased real property to which the Company or any of its Subsidiaries is a tenant, subtenant, occupant or sublessor as of the date of this Agreement (“Leased Real Property”). Each lease, sublease or other occupancy agreement with respect to the Leased Real Property (each a “Real Property Lease”) is valid and binding on the Company or its Subsidiary and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) The Company has received 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 notice 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 in breach of or default under any Real Estate Property Lease during and, to the last six knowledge of the Company, no circumstances or state of facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach 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. (6c) months which remains uncuredThe 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 its Subsidiaries in the operation of their respective business is in reasonably good condition and repair, subject to reasonable wear and tear considering the age and ordinary course of use of such property.

Properties. (ai) None 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 3.20(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 or any and the Company Subsidiary owns any real property. (b) Subsidiaries as presently conducted. Section 4.15(b3.20(a) of the Company Disclosure Letter containslists, as of the date hereof, each parcel of this Agreement, a true and complete list Owned Company Property. All of the names Owned Company Properties are owned and all of the fee owners, landlords, tenants, subtenants Leased Company Properties are leased free and sub-subtenants, as applicable, clear of all real property 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 is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, they relate in the conduct of the Company and its Subsidiariesthe Company Subsidiaries as presently conducted and (ii) Permitted Liens. To the Company’s Knowledge, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all there are no leases, subleases, sub-subleaseslicenses, 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 purchase options to which 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 Subsidiary Material Adverse Effect. Each of the Owned Company Properties that is a party with respect thereto (collectivelyMaterial Real Property constitutes a separately subdivided or separately taxed parcel, the “Real Estate Leases”)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. 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 Company, there are no facts 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 complete list, as of the date hereof, of all written Company Leases (or conditions affecting 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 owned by third parties where the Company or any of the buildingsits Subsidiaries holds an interest as tenant, structuressubtenant, fixtures and improvements licensee or other similar party (the “ImprovementsCompany Leases”) located on ), and all the Leased Real Property thatCompany Leases are valid and in full force and effect, except, in each case, as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary is in exclusive 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 would not reasonably be expected to materially interfere with impair, the continued use and operation of such material assets to which they relate in the conduct of the Company’s and the Company and/or its Subsidiaries current useSubsidiaries’ business as presently conducted and (ii) failures to have such possession of properties or assets as, occupancy individually or operation of in the Leased Real Property taken aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Except as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation set forth on Section 3.20(b)(ii), of the Company Disclosure Letter, to the Company’s Knowledge, there are no leases, subleases, licenses, concessions or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with respect other agreements granting to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by party or parties (other than the Company or a Company Subsidiary) the right of use or occupancy of any material portion of the applicable any premises subject to a Company SubsidiariesLease. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of The Company and the Company or any Company Subsidiary owns Subsidiaries do not own any real property. (b) Section 4.15(b3.19(b) of the Company Disclosure Letter containscontains an accurate and complete list, 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 material real property which that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, to the Company and its the Company Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”)applicable, and sets forth a description an accurate and complete list of any and all material leases, subleases, sub-subleases, subleases and licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True 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) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally generally; and by general principles (B) rules of equitylaw governing specific performance, injunctive relief and other equitable remedies; (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 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 the applicable Company Subsidiaries, other than, in each case, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. (ed) Neither the Company nor any of the Company Subsidiaries has received a written notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Section 4.9 of the Company Disclosure Schedule contains a true and correct list of (i) each parcel of real property owned (the "Owned Real Property") by the Company or any of its Subsidiaries, and (ii) each material parcel of real property leased or subleased or otherwise occupied by the Company Subsidiary owns or any real propertyof its Subsidiaries as tenant or subtenant (the "Leased Real Property," together with the Owned Real Property, the "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, free and clear of all Liens other than Permitted Encumbrances. (b) Section 4.15(b) Subject to the terms of the Company Disclosure Letter containsits leases, as each 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including Subsidiaries has a valid and subsisting leasehold estate in and the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options right to which the 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 quiet enjoyment to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in for the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation full term of the Leased lease thereof. Each Real Property taken as Lease is a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the legal, valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicableagreement, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcyof the Company or its Subsidiaries and of each other Person that is a party thereto, insolvencyand there is no, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) the Company has not been amended received any written, or modified has Knowledge of, any other, notice, 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 has assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No material respect except as reflected in the modifications, amendments, supplements, waivers penalties are accrued and side letters thereto made available unpaid under any Real Property Lease. (c) The Company has delivered or provided access to Parent true and complete copies of all Real Property Leases. (iiid) except with respect There is no claim, action or proceeding pending or, to the Knowledge of the Company, threatened, against the Company or any Permitted Liens granted under of its Subsidiaries or the terms of Real Property by any Person which would materially affect the future use, occupancy or value of the Real Estate Leases, has not been assigned Property or any part thereof. The Company Balance Sheet reflects all of the Real Property and personal property used by the Company and its Subsidiaries in any manner their business or otherwise held by the Company or any of its Subsidiaries, except for (i) property acquired or disposed of in the applicable Company Subsidiaries. (e) Neither ordinary and usual course of the Company nor any business of the Company Subsidiaries 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 received a notice good title to all material assets and properties listed on the Company Balance Sheet or thereafter acquired, free and clear of default under any Liens, except for Permitted Encumbrances and Permitted Personal Property Liens. All of the material fixed assets and properties including the improvements on the Real Estate Lease during Property reflected on the last six (6) months which remains uncuredCompany Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of the business as presently conducted by the Company, and there are no condemnation or appropriation proceedings pending or, to the Company's Knowledge, threatened, against the Real Property or the improvements thereon.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b3.19(b) of the Company Disclosure Letter containscontains an accurate and complete list, 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 material real property which that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, to the Company and its Subsidiariesor any Company Subsidiary, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”)applicable, and sets forth a description an accurate and complete list of any and all material leases, subleases, sub-subleases, subleases and licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True 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) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the is valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party parties thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally generally; and by general principles (B) rules of equitylaw 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 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 the applicable Company Subsidiaries, other than, in each case, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect. (ed) Neither the Company nor any of the Company Subsidiaries has received a written notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. 12.1 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) None 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 Company or any Company Subsidiary owns any real property.initial term; (b) Section 4.15(bbe 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) of enable the Company Disclosure Letter contains, to continue to use the relevant Real Property in the same manner as of it is used by Sky News as at 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole.agreement; and (d) Each Real Estate Lease (i) is not impose any additional costs on the Company in full force and effect and constitutes the valid and legally binding obligation 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 Real Property (or part of 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 prohibition in a superior lease or other contract relating to the relevant Real Property in effect as at the date of this agreement or the applicable Company Subsidiary which is not in exclusive possession of the relevant Real Property or it would be otherwise impractical to grant a party thereto, as lease having regard to the configuration of the relevant Real Property and all other circumstances: (a) if applicable, enforceable the 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 its termsclauses 12.1 and 12.2; and (b) if, except having complied with clause 12.4(a), the Seller is unable to comply with clause 12.1 in respect of a Real Property (or part of it, as enforcement the case may be limited be) used by bankruptcySky News at the date of this agreement, insolvency, reorganization the Seller shall procure that the Company is granted a right to occupy that Real Property (or similar Laws affecting creditors’ rights generally and by general principles the relevant part of equity, (iiit) 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 on terms of any of the Real Estate Leases, has not been assigned in any manner approved by the Company or any of the applicable Company SubsidiariesPurchaser, acting reasonably, and otherwise consistent with clauses 12.2(a) to 12.2(d). (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Section 3.15 of the Disclosure Schedule correctly lists each parcel of real property leased or subleased (including the real property to be subleased under the Master Sublease) by the Company or any Subsidiary (the "Real Property"). The Company Subsidiary owns and its Subsidiaries do not own any real propertyReal Property in fee simple. (b) Section 4.15(b) 3.15 of the Company Disclosure Letter containsSchedule 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 terms 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 this Agreementtypical lease charges such as taxes, a true common area maintenance payments, insurance and complete list 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 names original term of such Lease and no material waiver, indulgence or postponement of the fee ownerslessee's obligations thereunder has been granted by the lessor; and there exists no default or event, landlordsoccurrence, tenantscondition or act which, subtenants 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 sub-subtenantsSeller, 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 applicablein effect on the date hereof. No condemnation proceeding or other litigation is pending or, to the Knowledge of all real property The Limited and Seller, threatened which would preclude or impair the use of any such Real Property by the Company and its Subsidiaries for the purposes for which it is leasedcurrently used or proposed to be used. To the Knowledge of The Limited and Seller, subleased, sub-subleased, 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 licensed to, its Subsidiaries (either directly or otherwise occupied by, through The Limited and its Affiliates or the relevant landlord) and are in good operating condition and repair (except for repairs being undertaken in the ordinary course by the Company or its Subsidiaries (either directly or through The Limited and its Affiliates) or the relevant landlord) in each case to the extent necessary for the continued operation of the business of the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), in all material respects consistent with past practice. The Company and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy (directly or operation of the Leased Real Property taken as a wholethrough The Limited and its Affiliates) maintain store maintenance programs that are consistent with sound business practices. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None 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 any Company Subsidiary owns any real propertyone 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) Section 4.15(bExcept 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, each other party thereto and is in full force and effect; (ii) there is no breach or default under any Lease by the Company Disclosure Letter containsor any of its Subsidiaries or, as to the knowledge of the date Company, any other party thereto; (iii) no event has occurred that with or without the lapse of this Agreementtime or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its Subsidiaries or, a true and complete list to the knowledge of the names Company, any other party thereto; (iv) to the knowledge of the fee ownersCompany, landlords, tenants, subtenants the Company or one of its Subsidiaries that is either the tenant or licensee named under the Lease has a good and sub-subtenants, as applicable, valid leasehold interest in each parcel of all real property which is leasedsubject to a Lease for the full term of the respective Lease free and clear of any Liens; and (v) the Company and Company Subsidiaries are in possession of the properties purported to be leased or licensed thereunder, subleasedhave not assigned, sub-subleasedpledged, mortgaged, hypothecated or otherwise transferred any Lease, or licensed toportion thereof, and have not entered into with any other person (other than another wholly-owned subsidiary of the Company) any sublease, license or otherwise occupied by, other agreement that is material to the Company and its Subsidiaries, taken as applicable a whole, and that relates to the use or occupancy of all or any portion of any real property subject to a Lease, except, in the case of (collectively, including the Improvements thereon, the “Leased Real Property”ii) and (iii), and sets forth as would not reasonably be expected to have a description of any and all leases, subleases, sub-subleases, licenses and purchase options Company Material Adverse Effect. (c) The Company has made available to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True Purchaser correct and complete copies of all Real Estate Leases (Leases, including all modifications, amendments, supplements, waivers and side letters any amendments thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under owns in fee any Real Estate Lease during the last six (6) months which remains uncuredreal property.

Properties. Except 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) None of 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 Company Subsidiary owns nature whatsoever, except for Permitted Encumbrances (read without giving effect to any real property. qualification as to materiality set forth in the definition of Permitted Encumbrances), and (b) Section 4.15(b) is the lessee or sublessee of all leasehold estates leased or subleased by the Company Disclosure Letter containsor one of its Subsidiaries (the “Company Leased Properties” and, 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, collectively with the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereonOwned Properties, the “Leased Company Real Property”), free and sets forth a description 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 all leasesis in possession of the properties purported to be leased thereunder, subleasesand each such lease is valid without default thereunder by the lessee or sublessee or, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts the lessor. Except as would not reasonably be expected, either individually or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with have a Material Adverse Effect on the Company and/or its Subsidiaries current useCompany, occupancy or operation none of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 owns, and no such entity is in the applicable Company Subsidiaries. process of foreclosing (ewhether by judicial process or by power of sale) Neither or otherwise in the Company nor 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. Section 3.21(a) of the Company Subsidiaries has received Disclosure Schedule contains a notice complete and correct list as of default under any 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 applicable leases or subleases (each, a “Lease”) and the name of the lessor or sublessor. There is no pending or, to the Knowledge of the Company, threatened condemnation proceedings against the Company Real Estate Lease during the last six (6) months which remains uncuredProperty.

Properties. (a) None of Neither the Company nor any of its Subsidiaries owns or any Company Subsidiary owns has owned any real property. (b) . Section 4.15(b3.7(a)(i) of the Company Disclosure Letter contains, as of the date of this Agreement, sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is currently leased, subleased, sub-subleased, licensed or licensed to, subleased by the Company or any of its Subsidiaries or otherwise used or occupied by, by the Company and or any of its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options . All such current leases relating to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Material Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (ddefined below) Each Real Estate Lease (i) is are in full force and effect and constitutes the effect, are valid and legally binding obligation effective, 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) of the Company or the applicable Company Subsidiary which is a party theretoDisclosure Letter, as applicable, enforceable in accordance with its terms, except 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, 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 no parties other than the Company or any of its Subsidiaries have a right to occupy any Material Leased Real Property and the applicable Material Leased Real Property is used in all material respects only for the operation of the business of the Company and its Subsidiaries. (e) . 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 its Subsidiaries taken as a whole are, in all material respects, in good condition and repair and regularly maintained, in all material respects and subject to reasonable wear and tear, in accordance with standard industry practice. The Company’s business operations which take place on Material Leased Real Property are conducted in compliance, in all material respects, with Material 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 cost or expense for any restoration or surrender obligations in excess of $100,000 upon the expiration or earlier termination of any Material Lease Documents. The Company and each of its Subsidiaries has received a notice of default performed in all material respects its obligations under any Real Estate Lease during the last six (6) months material termination agreements pursuant to which remains uncuredit 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 4.15(b3.8(a)(i) of the Acquired Company Disclosure Letter containsSchedule sets forth a true and complete list of all of the material machinery, as equipment, vehicles and other tangible personal property owned or leased by the Acquired Companies, all Real Property Interests owned by the Acquired Companies (the “Owned Real Property Interests”) and all Real Property Interests leased or subleased by the Acquired Companies (the “Leased Real Property 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 Assets for public improvements. As of the date of this Agreement, there has been no actual or, to Seller’s (b) The Assets constitute all of the assets, rights, interests and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the Business consistent with past practice and as 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 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 the names all of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleasesassignments thereof and other instruments, licenses agreements and purchase options arrangements pursuant to which the any Acquired Company leases, sublets or otherwise demises any Company Subsidiary is a party with respect thereto real property, whether surface, mineral or both, to any other Person (collectivelyall said instruments, agreements and arrangements being hereinafter referred to as “Out Leases” and such real property as the “Out Leased Real Estate LeasesProperty Interests”). True and complete copies of all Real Estate of the Out Leases (including all modifications, amendments, supplements, waivers amendments thereto and side letters theretoall instruments in any way modifying any thereof) have heretofore been made available to Parent. (c) To the Knowledge General Partner and Buyer. All of the Company, there Out Leases are no facts or conditions affecting any of the buildings, structures, fixtures valid and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its their terms. There are no existing defaults by any party under any of the Out Leases, nor, to Seller’s Knowledge, has any event occurred which, with notice or the passage of time or both, would constitute a default by any party under any of the Out Leases. (g) 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 contract miner for any such lessee has mined any coal that it did not have the right to 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 as enforcement may for claims, individually or in the aggregate, that would not reasonably be limited by bankruptcy, insolvency, reorganization 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 following items to the extent such items are (i) in the possession or similar Laws affecting creditors’ rights generally and by general principles under the control of equityany Acquired Company or Seller Party, (ii) has not been amended relate to or modified in any material respect except as reflected in affect the modificationsReal Property Interests or the Out Leased Real Property Interests, amendmentsincluding the coal reserves, supplementscoal ownership, waivers mining conditions, mines, mining plans, property Tax bills and side letters thereto made available to Parent filings of property Tax forms of each Acquired Company and (iii) except with respect relevant to any Permitted Liens granted under the terms of any conduct of the Real Estate LeasesBusiness: geological data, has not been assigned in any manner by the Company reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or any of the applicable Company Subsidiariesreports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other books and records, information, maps, reports and data. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Each Loan Party and each of its Subsidiaries has 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 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 Company or any Company Subsidiary owns any real propertyLoan Parties as presently conducted. (b) Section 4.15(b) of Appendix D to the Company Disclosure Letter contains, as of Perfection Certificate dated the date of this Agreement, Closing Date contain a true and complete list of each interest in Real Property located in the names United States (i) owned by any Borrower as of the fee owners, landlords, tenants, subtenants date hereof and sub-subtenants, as applicable, 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 real property which is 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, sub-subleased, or licensed to, subleased or otherwise occupied by, the Company and its Subsidiariesor utilized by any Borrower, as applicable 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 (collectively, including the Improvements thereon, the “Leased Real Property”i) and (ii) of this Section 6.08(b), and sets forth a description whether any Lease requires the consent of any and all leasesthe landlord or tenant thereunder, subleasesor other party thereto, sub-subleases, licenses and purchase options to which the 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 ParentTransactions. (c) To No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Knowledge Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the Company, there are no facts or conditions affecting any National Flood Insurance Act of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable 1968 unless flood insurance available under such Act has been obtained in accordance with its terms, except 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, 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 the applicable Company SubsidiariesSection 7.07. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (bi) Section 4.15(b5.03(s)(i) of the Company Cornerstone’s Disclosure Letter contains, Schedule contains a complete and correct list of all real property or premises owned or operated by Cornerstone as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of this AgreementCornerstone’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 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 Cornerstone’s Disclosure Schedule contains a true complete and complete correct list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property or premises leased or subleased in whole or in part by Cornerstone or any of its Subsidiaries, and together with a list of applicable leases or subleases and the 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 received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of Cornerstone as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation 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 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, sub-subleased, licensed or licensed to, granted occupancy rights in any portion or otherwise occupied by, the Company and any real property owned by Cornerstone or any of its Subsidiaries, as applicable (collectivelyC) to Cornerstone’s Knowledge, including no other Person has any rights to the Improvements thereonuse, the “Leased Real Property”), and sets forth a description occupancy or enjoyment of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company real property owned by Cornerstone or any Company Subsidiary is a party with respect thereto (collectivelyof its Subsidiaries pursuant to any lease, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modificationssublease, amendmentslicense, supplements, waivers and side letters thereto) have been made available to Parentoccupancy or other agreement. (cvii) To Except as set forth in Section 5.03(s)(vii) of Cornerstone’s Disclosure Schedule, the Knowledge real property owned by Cornerstone or any of its Subsidiaries (A) is occupied under a valid certificate of occupancy or similar permit, (B) the CompanyTransaction will not require the issuance of any new or amended certificate of occupancy and, (C) to Cornerstone’s Knowledge, there are no facts or conditions affecting that would prevent any of such property from being occupied and used by Plumas Bank after the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, Closing in the aggregate, would reasonably be expected same manner as occupied by Cornerstone immediately prior to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeClosing. (dviii) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityTo Cornerstone’s Knowledge, (iix) has not been amended or modified in any material respect except as reflected in all improvements on 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 real property owned by the Company Cornerstone or any of its Subsidiaries are wholly within the applicable Company Subsidiaries. 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 (ey) Neither the Company nor there are no encroachments on any real property owned by Cornerstone or any of its Subsidiaries or any easement of property, right or benefit appurtenant thereto by any improvements located on any adjoining property which detract from the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncureduse therefrom.

Properties. (a) None Section 3.15(a) of the Company Vornado Disclosure Letter sets forth a list of (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 properties that Newco, Newco OP or any Company Subsidiary owns Vornado Included Entity is obligated to buy, lease or sublease at some future date, or otherwise enter into any real propertycontract for sale, ground lease or letter of intent to sell or ground lease any such Vornado Included Property or any portion thereof (in each case, excluding any Vornado Leases and the 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 4.15(b3.15(b) of the Company Vornado Disclosure Letter containsLetter, 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 this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a true and complete list 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 names 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 as set forth in Section 3.15(e) of the fee ownersVornado Disclosure Letter, landlordsno condemnation, tenantseminent 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, subtenants except as, individually or in the aggregate, has not had and sub-subtenantswould not reasonably be expected to have a Vornado Material Adverse Effect, as applicable, 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 all real property which is leased, subleased, sub-subleasedthe Vornado Included Properties, or licensed to, (ii) any zoning regulation or otherwise occupied by, the Company and its Subsidiaries, as applicable ordinance (collectively, including the Improvements thereon, the “Leased Real Property”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 description of any Vornado Included Entity is both lessor and lessee, and all leasesamendments, subleasesmodifications (including pursuant to any estoppel), sub-subleasesguarantees, licenses renewals and purchase options to which the Company or any Company Subsidiary is a party with respect extensions exercised related thereto (collectively, the “Real Estate Vornado Ground Leases”). True Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all Vornado Ground Leases to which any Vornado Included Entity is bound; (b) true, complete and correct copies of all Real Estate such Vornado Ground Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been delivered or made available to Parent. the JBG Parties; and (c) To the Knowledge of the Companyeach such Vornado Ground Lease is valid, there are no facts or conditions affecting any of the buildings, structures, fixtures binding and improvements (the “Improvements”) located on the Leased Real Property that, enforceable in the aggregate, would reasonably be expected to materially interfere accordance with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) terms and is in full force and effect and constitutes the valid and legally binding obligation of the Company or with respect to the applicable Company Subsidiary which is a party Vornado Included Entity and, to the knowledge of Vornado, with respect to the other parties thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equityequity (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. As of the 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 aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to office and retail properties) or as of September 29, 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 discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the Vornado Included Entities have made available to the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (h) True and 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 each case in effect as of the date hereof and to the extent within Vornado’s possession and 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) has not been amended or modified in any material respect except as reflected set forth on Section 3.15(h) of the Vornado Disclosure Letter, no tenant under a Material Vornado Lease is in the modificationsmonetary or non- monetary material default under such Material Vornado Lease, amendmentswhich default remains outstanding and uncured, supplements, waivers and side letters thereto made available to Parent and (iii) each Material Vornado Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to a Vornado Included Entity and, to the knowledge 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). Except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Permitted Liens granted under Material Vornado Leases have been paid in full. To the terms 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 the Real Estate LeasesVornado Included Properties, has except in each case for any such Taxes or assessment that have not been assigned 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 manner by the Company (i) 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 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 intent to sell or 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 party other than a Vornado Included Entity. (k) No written unresolved claim has been made against any title insurance policy evidencing title insurance with respect to a Vornado Included Property which, individually or in the aggregate, would be material to such 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 Company SubsidiariesValuation Date. (em) Neither the Company nor Newco and Newco OP do not directly own any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredreal or personal property.

Properties. (a) None of 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 any a Company Subsidiary owns any real property(except for properties and assets subsequently sold, and leases subsequently terminate, in the ordinary course of business). (b) Section 4.15(b3.19(b) of the Company Disclosure Letter contains, as lists all Company Fee Property. The Company or one of the date Company Subsidiaries has good, valid and marketable title to each parcel of this Agreement, a true and complete list real property owned in fee by the Company or any of its Company Subsidiaries (“Company Fee Property”). (c) Section 3.19(c) of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of Company Disclosure Letter lists all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options leases to which the Company or any Company Subsidiary is a party (together with respect all amendments, modifications, supplements, renewals and extensions related thereto (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modificationsExcept as, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts individually or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, has not had and would not reasonably be expected to materially interfere with the have a Company and/or its Subsidiaries current useMaterial Adverse Effect, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (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 effect, and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 there is no breach or modified in default under 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 Lease by the Company or any of its Subsidiaries or, to the applicable Company Subsidiaries. (e) Neither knowledge of the Company, any other party thereto. To the Company’s knowledge, as of the date of this Agreement, neither the Company nor any Company Subsidiary has received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any Company Subsidiary under any Lease. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Company Subsidiary that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredproperties purported to be leased or licensed thereunder.

Properties. (a) None Section 3.14(a) of the Company Disclosure Letter lists the common street address for all real property owned by the Company or any of its 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 Company Subsidiary owns any real propertysubsidiary owning such Owned Real Property. The Company or one of its subsidiaries has 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 4.15(b3.14(b) of the Company Disclosure Letter contains, as of lists 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 common street address for all real property in which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and or any of its Subsidiariessubsidiaries holds a ground lease or ground sublease interest in any real property, as applicable other than any Operating Lease (collectively, including the Improvements thereon, the “Ground Leased Real Property”), and sets forth each ground lease (or ground sublease) with a description of any and all leases, subleases, sub-subleases, licenses and purchase options third party pursuant to which the Company or any Company Subsidiary one of its subsidiaries is a party with respect thereto 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, the “Real Estate 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 all Real Estate the Ground Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To Except as would not, individually or in the Knowledge aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, there as of the date hereof, none of the Company or any of its subsidiaries has received any written notice to the effect that any condemnation or rezoning proceedings are no facts pending or conditions affecting threatened, with respect to any of the buildingsCompany Real Properties. Except as would not, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, individually or in the aggregate, would reasonably be expected to materially interfere with have a Material Adverse Effect, the Company and/or its Subsidiaries current useand the Company subsidiaries have good and marketable title to, occupancy or operation 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 the Leased Real Property taken as a wholeall Liens other than Permitted Liens. (d) Each Real Estate Lease (iSection 3.14(d) is in full force and effect and constitutes the valid and legally binding obligation of the Company Disclosure Letter lists each real property or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 leasehold interest in any material respect except as reflected in the modificationsground lease conveyed, amendmentstransferred, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms assigned or otherwise disposed of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiariesits subsidiaries since December 31, 2019, except for condemnations, easements or similar interests. (e) Neither Except as has not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the present use of the land, buildings, structures and improvements on the Company nor any Real Property are in conformity with all applicable laws, 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 knowledge of the Company, none of the Company Subsidiaries has and its subsidiaries have received a any written notice of default any outstanding violation of any Law, including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Company Real Property, in each case which has had, or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) There are no Contracts providing any third party with a right to participate in the profits, equity or other interest in any Company Real Property except for Contracts with the joint venture partners that are set forth on Section 3.14(f) of the Company Disclosure Letter. Notwithstanding the foregoing, no representation is made under this Section 3.14 with respect to any Real Estate Lease during the last six (6) months which remains uncuredIntellectual Property.

Properties. (a) None of Neither the Company or nor any Company Subsidiary owns any real property. (b) Section 4.15(b) . The Company and the Subsidiaries have a valid leasehold interest in all leases of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary of them is a party with respect thereto (collectively, the “Real Estate Leases”"LEASES"). True A true and complete copies correct list of all Real Estate Leases (including all modificationseach such Lease is contained on Schedule 3.14(a). Each such Lease is a valid and binding agreement of the Company or a Subsidiary, amendmentsas the case may be, supplementsand is in full force and effect. None of the Company, waivers and side letters thereto) have been made available any Subsidiary or, to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) other party thereto is in full force and effect and constitutes the valid and legally binding obligation of the Company default or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 breach 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 such material Lease, and, to the Knowledge of the Real Estate LeasesCompany, no event or circumstance has not been assigned in any manner by occurred that, with notice or lapse of time or both, would constitute a material default thereunder. (b) With respect to all property and assets other than real property ("OTHER PROPERTY"), 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 applicable validity of leasehold interests that would not result in a material liability to the Company and the Subsidiaries. (ec) Neither the Company nor No Lease or Other Property is subject to any Lien, except: (i) as of the Company Subsidiaries has received a notice 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 default 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 Real Estate Lease during present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, collectively, the last six (6) months which remains uncured"PERMITTED LIENS").

Properties. (1) Issues relating to lease agreements are as below: (a) None of the Company All lease agreements are appropriate, have legal force and effect, are still valid, and will not become invalid or can be made invalid in any Company Subsidiary owns any real property.aspect; (b) Section 4.15(b) of All covenants, liabilities, conditions and restrictions imposed on the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of Group according to any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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) lease agreement have been made available to Parent.appropriately complied with and implemented appropriately and on a real time basis; (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures The rents and improvements (the “Improvements”) located other costs that need to be paid under all lease agreements have been paid on time on the Leased Real Property that, in due date. No rent has already been prepaid before the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole.due date; (d) Each Real Estate Lease (i) is in full force and effect and constitutes Neither the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms of Group nor any of the Real Estate Leasesits members has ever granted any waiver on any covenant, has not been assigned in any manner by the Company liability or any of the applicable Company Subsidiaries.restriction that a tenant shall comply with or implement under a lease; (e) Neither 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 nor any knowledge and belief of the Company Subsidiaries Seller, the tenant has received 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 mortgagee of 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 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 any property; (n) All moving notices that shall be delivered to a tenant so as to terminate such lease agreements (or any one of them) and allow the Group to have the right to collect the right of possession of the 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 “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 default under any Real Estate Lease during tenant that has expired or will expire before the last six (6) months which remains uncuredtransaction is completed, or, in particular, engaged in anything that might, either in an express or implied way, constitute a new lease.

Properties. (a) None 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any Company Subsidiary owns any real propertyrelevant deeds or documents relating thereto and no further Encumbrances have been consented to. (b) Section 4.15(b) 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company Disclosure Letter containshas received written notice that any covenants, as conditions or agreements contained in the relevant leases on the part of the date of this Agreement, a true and complete list landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description termination of any of its leases and all leases, subleases, sub-subleases, licenses and purchase options to which no such termination has been threatened by the 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.respective landlord in writing; (ciii) To there has been no written complaint by the Knowledge of landlord received by the Company, tenant alleging any breaches nor any refusal to accept rent and there are no facts or conditions affecting arrears regarding the rent and ancillary costs to be paid by any of the buildings, structures, fixtures Group Companies as tenant; (iv) no rent is or should be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings pursuant to the Landlord and improvements ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (the “Improvements”) located on the Leased Real Property that, or equivalent legislation in the aggregate, would reasonably be expected to materially interfere jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiariesparty. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (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. Except as set forth on Schedule 3.9, Part (a), none of such property or assets is subject to any Liens except for Permitted Liens. The assets owned or leased by the Company constitute all of the assets necessary for the 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 any leased by the Company Subsidiary owns any real propertyhave 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) Section 4.15(bSchedule 3.9, Part (b) of the Company Disclosure Letter containssets forth, as of the date of this Agreementhereof, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which each item of Tangible Personal Property leased by the Company or any Company Subsidiary is a party with respect thereto annual lease payments in excess of Twenty-Five Thousand United States Dollars (collectively, the “Real Estate Leases”$25,000). 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 Schedule 3.9, Part (c) lists all real estate leased by the Knowledge Company (collectively the “Real Properties”). All leases of Real Properties and all amendments and modifications thereto are in full force and effect, and there exists no default under any such lease by the Company or, to the Company’s Knowledge, there are no facts any other party thereto, nor any event which, with notice or conditions affecting any lapse of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregatetime or both, would reasonably be expected to materially interfere with constitute a default thereunder by the Company and/or its Subsidiaries current useor, occupancy or operation 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 Leased Real Property taken as a wholeClosing. The Company does not own any real estate. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with With respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner Property leased by the Company, there is no sublease from the Company or 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 the applicable Company Subsidiaries. (e) Neither the Company nor any business of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredCompany.

Properties. (a) None of Neither the Company or nor any Company Subsidiary of its Subsidiaries owns any real property. (b) Section 4.15(b3.11(b) of the Company Disclosure Letter containssets forth a true, as of the date of this Agreement, a true correct and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property leases, subleases and other occupancy arrangements to which the Company or any of its Subsidiaries is leaseda party and each amendment thereto (the “Real Property Leases”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, subleasedcorrect and complete copy of each Real Property Lease. Neither the Company nor any of its Subsidiaries has transferred, sub-subleasedmortgaged or assigned any interest in any such Real Property Lease, or licensed to, nor has the Company nor any of its Subsidiaries subleased or otherwise occupied by, 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 (collectively, including the Improvements thereon, the “Leased Real Property”regardless of whether enforcement is sought in a proceeding at equity or law), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which ; (ii) neither the Company nor any of its 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 Company Subsidiary is a party with material respect thereto (collectivelyand, 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except disputes with respect to any Permitted Liens granted under the terms of any of the such Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. Property Lease; (eiv) Neither 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 received a notice good and valid title to all of default under any Real Estate Lease during its properties, assets and other rights that would not constitute real property (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 last six assets, tangible and intangible (6) months which remains uncuredother than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, except for Permitted Encumbrances.

Properties. Each of the Company and the Company Subsidiaries has good, valid and, in the case of real property, marketable fee simple, title to all the material assets and properties that it owns and that are reflected on the Company's consolidated balance sheet as of September 30, 1999, or that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business by them since such date), and such assets and properties are owned free and clear of all liens, claims and Encumbrances, except for (a) None liens for taxes and assessments not yet due and payable or for taxes the validity of which is being contested in good faith, (b) liens, claims and Encumbrances to secure indebtedness reflected on the Company's consolidated balance sheet as of September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in the ordinary course of business and consistent with past practice after the date thereof, (c) mechanic's, materialmen's and other liens, claims and Encumbrances that have arisen in the ordinary course of business and (d) imperfections of title and liens, claims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, nor will the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) be as a result of the Company Disclosure Letter contains, as execution and delivery of this Agreement or the performance of its obligations under this Agreement or the consummation of the date of transactions contemplated by 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description in breach of any and all leases, subleases, sub-subleases, licenses and purchase options lease agreement to which the Company or any Company Subsidiary is a party with respect thereto (collectivelythe "Company Leases") the breach of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss of material rights under any Company Lease, and such execution, delivery and performance will not otherwise give rise to any right of any third party to terminate any Company Lease, the “Real Estate Leases”)termination of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss or impairment of material rights under any Company Lease. 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 All the Knowledge of the Company, there are no facts or conditions affecting any of the material buildings, structures, fixtures equipment and improvements other tangible assets of the Company and the Company Subsidiaries (the “Improvements”whether owned or leased) located on the Leased Real Property that, are in normal operating condition (normal wear and tear excepted) and are fit for use in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation ordinary course of business of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is Company. Notwithstanding anything to the contrary, no representations or warranties set forth in full force and effect and constitutes the valid and legally binding obligation this Section 3.13 shall apply to any personal property of the Company or the applicable any Company Subsidiary which that is a party thereto, as applicable, enforceable in accordance with its terms, except 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 surplus to 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 operating needs of the Real Estate Leases, has not been assigned in any manner by business of the Company or any of the applicable Company SubsidiariesSubsidiary as presently conducted. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Neither the Seller nor any of the Company or any Company Subsidiary its subsidiaries owns any real property. Section 5.16(a) of the Seller Disclosure Schedule lists all real property leased, subleased or licensed to or by the Seller or any of its subsidiaries, including any leases or subleases otherwise guaranteed by Seller or its subsidiaries (all of the 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, or to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Seller or any of its subsidiaries, or to the knowledge of the Seller, any other party under such lease or sublease; (iii) neither the Seller nor any of its 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 with respect to 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 4.15(b5.16(b) of the Company Seller Disclosure Letter containsSchedule, as the Parent and its subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the date of this AgreementSeller as currently conducted, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease except for (i) is Encumbrances reflected in full force and effect and constitutes the valid and legally binding obligation of Seller Balance Sheet included in the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitySeller SEC Reports, (ii) has Encumbrances or imperfections of title which do not been amended detract from the value or modified in any material respect except as reflected in interfere with the modificationspresent or presently contemplated use of the assets subject thereto or affected thereby, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect Encumbrances for current Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to any Permitted Liens granted 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 terms of any Seller or its subsidiaries as now used, possessed and controlled by the Seller or its subsidiaries, as applicable. All of the Real Estate Leasesmachinery, has not been assigned in any manner equipment and other tangible personal property and assets owned or used by the Company or any 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 applicable Company Subsidiariesuses to which they are being put. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Neither the Company nor any of its Subsidiaries owns or any Company Subsidiary owns has ever owned any real property. (b) . Section 4.15(b3.7(a) of the Company Disclosure Letter contains, as of the date of this Agreement, sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is currently leased, subleased, sub-subleased, licensed or licensed to, subleased by the Company or any of its Subsidiaries or otherwise used or occupied by, by the Company and or any of its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description the name of any and all leasesthe lessor, subleaseslicensor, sub-subleasessublessor, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectivelymaster lessor and/or lessee, 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 date of the Companylease, there license, sublease or other occupancy right and each amendment thereto. All such current leases are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the effect, are valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable effective in accordance with its terms, their respective terms (except as enforcement such enforceability may be limited by subject to laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of law governing specific performance, injunctive relief, or similar Laws affecting creditors’ rights generally other equitable remedies), and by general principles of equitythere is not, (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 Leasessuch leases, has not been assigned in any manner existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company or any of its Subsidiaries, or to the applicable knowledge of the Company, by any other party thereto. The Company Subsidiaries. (e) Neither or its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. To the knowledge of the Company, no parties other than the Company nor or any of its Subsidiaries have a right to occupy any Leased Real Property. To the knowledge of the Company, the Leased Real Property is in compliance, in all material respects, with Legal Requirements. The Company and each of its Subsidiaries has performed all of its material 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. The physical assets of the Company and the Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredare, in all material respects, in good condition and repair, subject to normal wear and tear.

Properties. (a) None of Neither the Company or nor any Company Subsidiary of its Subsidiaries owns any real property. (b) Section 4.15(b3.14(b) of the Company Disclosure Letter contains, as of the date of this Agreement, contains a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all material real property which is leased, subleased, sub-subleased, leased or licensed to, subleased (whether as tenant or otherwise occupied by, subtenant) by the Company and its Subsidiaries, as applicable or any Subsidiary (collectively, including the Improvements improvements thereon, the “Leased Real Property”), and sets forth a description . The Leased Real Property constitutes all of the real property utilized in connection with the Company Business or the business of any and all leases, subleases, sub-subleases, licenses and purchase options to which 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 Company Subsidiary is a use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect thereto (collectivelyto such real property entered in the ordinary course of business, the “Real Estate Leases”). True true, correct and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) which have been made available provided to Parent. (cd) 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 Knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material default by the Company or any of its Subsidiaries thereunder. Neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in any of the Leases or any interest therein. (e) To the Knowledge of the Company, there are no facts pending or conditions affecting threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the buildings, structures, fixtures and improvements (the “Improvements”) located on the intention of any Governmental Entity or other Person to take any Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeProperty. (df) Each Real Estate Lease (i) is in full force The Company and effect and constitutes the each Subsidiary has good title to, or a valid and legally binding obligation leasehold interest in, all of the Company material personal property owned or the applicable Company Subsidiary which is a party theretoused by it, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally each case free and by general principles clear 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 all Encumbrances other than 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 the applicable Company SubsidiariesEncumbrances. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. Except as, individually or in the aggregate, has not had or would not reasonably be expected to have a Parent Material Adverse Effect: (ai) None Parent and each of the Company Parent Subsidiaries has good, valid and marketable title to the real property owned by Parent or any Company Parent Subsidiary owns any real property. (b) Section 4.15(b) that is material to the operation of the Company Disclosure Letter contains, as business of Parent or any Parent Subsidiary (the “Parent Owned Real Property”) and a valid leasehold or sublease interest in the real property that is material to the operation of the date business 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 which is leased, subleased, sub-subleased, Parent or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable any Parent Subsidiary (collectively, including the Improvements thereon, the “Parent Leased Real Property”), in each case, free and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies clear of all Real Estate Leases Liens except for Permitted Liens, (including all modificationsii) each lease, amendmentssublease, supplementslicense, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts use or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the occupancy or similar agreements for Parent Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased (a “Parent Real Property taken as a whole. (d) Each Real Estate Lease (iLease”) is valid, in full force and effect and constitutes enforceable against Parent or any Parent Subsidiary that is party thereto, (iii) Parent and the valid Parent Subsidiaries are not in default (and legally binding obligation there is no event or condition that after notice or lapse of time or both would constitute a default by Parent or any Parent Subsidiary) under any Parent Real Property Lease and, to the Knowledge of Parent, there is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any other party thereto under any Parent Real Property Lease, (iv) no Person leases, subleases, licenses or otherwise has a right to use or occupy any of the Company Parent Real Property other than Parent or any Parent Subsidiary and (v) all improvements located on the applicable Company Parent Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business of Parent and Parent Subsidiaries to be operated in the ordinary course as currently operated and as presently proposed to be operated. Neither Parent nor any Parent Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under agreement for the terms sale of any Parent Real Property. No other real property, other than the Parent Real Property, is material to the operation of the Real Estate Leases, has not been assigned in any manner business by the Company or any Parent as conducted as of the applicable Company Subsidiariesdate hereof. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. Except 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: (ai) None of with respect to the real property owned by the Company or any Company Subsidiary owns any real property. its Subsidiaries (b) Section 4.15(b) of the “Owned Real Property”), the Company Disclosure Letter contains, as or one of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenantsits Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of all any Lien (other than Permitted Liens); (ii) with respect to the real property which is leased, subleased, sub-subleased, subleased or licensed to, to or otherwise occupied by, by the Company and or its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and sets forth a description binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the date of any this Agreement in accordance with their terms and all leasessubject to applicable bankruptcy, subleasesinsolvency, sub-subleasesfraudulent transfers, licenses reorganization, moratorium and purchase options other laws, affecting creditors’ rights generally and general principles of equity), and to which the knowledge of the Company, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries 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 of the Company Subsidiary is a 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 Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the parties thereto (collectivelyexcept 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 and the Leased Real Property (the “Real Estate LeasesImprovements”). True ) are in good repair and complete copies of all Real Estate Leases (including all modificationsoperating condition, amendmentssubject only to ordinary wear and tear, supplementsand are adequate and suitable for the purposes for which they are presently being used or held for use, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property Improvements that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation thereof. Section 4.18 of the Company or the applicable Company Subsidiary which is Disclosure Schedule contains a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally true and by general principles complete list of equity, (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers all Owned Real Property 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 Leased Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company SubsidiariesProperty. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary Folsom Lake Bank owns any no real property. (b) Section 4.15(b) of the Company Disclosure Letter contains. All real property leased by Folsom Lake Bank has been Previously Disclosed. With respect to such real property that is leased by Folsom Lake Bank, as of the date of this AgreementFolsom Lake Bank has a good and marketable leasehold estate in and to such property, a true free and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, clear of all real property Liens, leases and other imperfections of title or survey, except for the Permitted Encumbrances. “Permitted Encumbrances” shall mean (i) Liens for current taxes and assessments not yet due and payable and for which is leasedadequate reserves have been established, subleased, sub-subleased(ii) Liens set forth in policies for title insurance of such properties delivered to CVCY and Central Valley Community Bank that (A) have been accepted in writing by CVCY and Central Valley Community Bank or (B) do not affect the use or enjoyment of such property, or licensed to(iii) as Previously Disclosed. Folsom Lake Bank has delivered true, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True correct and complete copies of such lease(s), together with all Real Estate Leases (including all modificationsamendments thereto, amendments, supplements, waivers to CVCY and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting Central Valley Community Bank; any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) such lease is in full force and effect and will not lapse or terminate prior to the Closing Date; neither Folsom Lake Bank 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 legally binding obligation enjoyable obligations of the Company 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 applicable Company Subsidiary fee interest in any real property subject to any such lease, Folsom Lake Bank 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 Folsom Lake Bank’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 Folsom Lake Bank 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 personal property owned by Folsom Lake Bank 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. Folsom Lake Bank 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 (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 are not material in character, amount or extent, and (C) as Previously Disclosed. All personal property which is a party thereto, as applicable, material to Folsom Lake Bank’s business and leased or licensed by Folsom Lake Bank is held pursuant to leases or licenses which are valid and enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization their respective terms and such leases will not terminate 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 lapse prior to 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 the applicable Company SubsidiariesEffective Time. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Except as set forth on the Liens Schedule, the Company or any Company Subsidiary its Subsidiaries owns any real propertygood title to, or holds pursuant to valid and enforceable leases, all of the 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) Section 4.15(b) of the Company Disclosure Letter 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 The real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, demised by the Company and its Subsidiaries, as applicable leases described on the Leased Real Property Schedule (collectively, including the Improvements thereon, 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 sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any 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 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 has delivered or made available to Parentthe 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 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”), neither the Company nor any of its Subsidiaries owns any real property. With 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 and each of its Subsidiaries located upon or used in connection with the Owned Real Property are operated in all material respects in conformity with all applicable laws and regulations. Except as described in the Owned Real Property Schedule, the Owned Real Property complies in all material respects with all zoning, building, subdivision, land sales or 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 conditions affecting circumstances that would prevent the Owned Real Property from being occupied by the Purchaser, the Company its Subsidiaries or any of their respective Affiliates, as the buildingscase may be, structures, fixtures and improvements (after the “Improvements”) located on Closing in the Leased same manner as occupied by the Company or such Subsidiary immediately prior to the Closing. The Company or applicable Subsidiary which owns the Owned Real Property thathas complied in all material respects with all landlord obligations to tenants and third parties, and there are no outstanding tenant improvements or other obligations. The rent received and any security deposit held, if any, are accurately reflected in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeFinancial Statements. (d) Each The Owned Real Estate Lease (i) is in full force Property and effect and constitutes the valid and legally binding obligation Leased Real Property constitute all of the Company real property used or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 occupied by the Company or any and its Subsidiaries in connection with the conduct of the applicable Company Subsidiariestheir respective businesses. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Neither the Company or nor any Company Subsidiary of its Subsidiaries owns any real property. (b) Section 4.15(b3.11(b) of the Company Disclosure Letter containssets forth a true, as of the date of this Agreement, a true correct and complete list of all material real property leases, subleases and other occupancy arrangements to which the names Company or any of its Subsidiaries is a party and each amendment thereto material to the Company’s business (the “Real Property Leases”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent a true, correct and complete copy of each Real Property Lease. Except as set forth on Section 3.11(b) of the fee ownersCompany Disclosure Letter, landlordsneither the Company nor any of its Subsidiaries has transferred, tenantsmortgaged or assigned any interest in any such Real Property Lease, subtenants and sub-subtenants, as applicable, nor has the Company nor any of all real property which is leased, subleased, sub-subleased, or licensed to, its Subsidiaries subleased or otherwise occupied bygranted 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 (collectivelyand, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures each other party thereto and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization or fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and by subject, as to enforceability, to general principles of equityequity (regardless of whether enforcement is sought in a proceeding at equity or law), (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 the applicable Company Subsidiaries. (e) Neither neither the Company nor any of its Subsidiaries nor, to the Company Subsidiaries 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 and (iii) no event has received occurred or circumstance exists (including the consummation of the transactions contemplated by this Agreement) which, with the delivery of notice, the passage of time or both, would result in a notice material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of default rent under any such Real Estate Lease during the last six (6) months which remains uncuredProperty Lease.

Properties. (a) None All material fixed assets owned by Lincoln carried on the books of Lincoln as of the Company date hereof (the "Personal Property"), has been maintained in good working order, ordinary wear and tear excepted. Lincoln owns and has good title to all of the Personal Property, free and clear of any mortgage, lien, pledge, charge, claim, conditional sales or any Company Subsidiary owns any real property.other agreement, lease, right or encumbrance, except (i) to the extent stated or reserved against in the Lincoln 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 Personal Properties subject thereto or affected thereby; (b) A description of each parcel of real property owned by Lincoln (the "Real Properties") is set forth in Section 4.15(b3.11(b) of the Company Lincoln Disclosure Letter contains, as Schedule. Lincoln is the owner of the date of this Agreement, a true Real Properties in fee simple and complete list of has good and marketable title to the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description Properties free of any liens, claims, charges, encumbrances or security interests of any kind, except (i) liens for real estate taxes and all leasesassessments not yet delinquent and (ii) utility, subleasesaccess and other easements, sub-subleasesrights of way, licenses restrictions and purchase options to exceptions which do not impair the Company or any Company Subsidiary is a party with respect thereto (collectively, Real Properties for the “Real Estate Leases”). True use and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent.business being conducted thereon; (c) To Lincoln has not received notification from any governmental entity of contemplated improvements to the Knowledge Real Properties or surrounding area or community by a public authority, the costs of which are to be assessed as special taxes against the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, Properties in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole.future; (d) Each Real Estate Lease A description of all personal property leased by Lincoln from a third party (ithe "Leased Personal Property") is set forth in full force and effect and constitutes the valid and legally binding obligation Section 3.11(d) of the Company or the applicable Company Subsidiary which is a party theretoLincoln Disclosure Schedule. The Personal Property Leases create, as applicable, enforceable in accordance with its their terms, except as enforcement may valid and binding leasehold interests of Lincoln in all of the Leased Personal Property, free and clear of all liens, claims, charges, encumbrances or security interests of any kind. Lincoln has complied in all material respects with all of the provisions under the Personal Property Leases required on its part to be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally complied with and by general principles of equity, (ii) has is 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 default with respect to any Permitted Liens granted of its obligations (including payment obligations) under the terms of any of the Real Estate Personal Property Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company BAYOU ROAD has disclosed all real estate owned, and all material real estate leased, if any, by BAYOU ROAD or any Company Subsidiary owns of its Subsidiaries (except any thereof first acquired or leased after the date hereof as permitted by Section 6.1 hereof). Each of BAYOU ROAD and its Subsidiaries has good record and marketable title in fee simple to all material real propertyestate owned by it, and has valid leasehold interests in all material real estate leased by it, in each case, free and clear of all Liens except for Permitted Liens (as hereinafter defined) or as otherwise disclosed. The current use of such material owned and leased real estate by BAYOU ROAD or any of its Subsidiaries does not violate in any material respect the certificate of occupancy thereof or any material local zoning or similar land use or government regulations. (b) Section 4.15(b) of BAYOU ROAD and its Subsidiaries have good and valid title to all material assets (other than the Company Disclosure Letter 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 which is leasedrepresented and warranted in paragraph (a) above) shown on the Balance Sheet or acquired since the date of the Balance Sheet in the ordinary course of business, subleased, sub-subleased, in each case free and clear of all Liens except for Permitted Liens or licensed to, as otherwise disclosed. There is no material defect in the normal operating condition and repair of the equipment owned or otherwise occupied by, the Company leased by BAYOU ROAD and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 CompanyAs used in this Agreement, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements "Permitted Liens" means (the “Improvements”i) located Liens shown on the Leased Real Property thatBalance Sheet as securing specified liabilities or obligations as to which no default exists, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, or which are being contested in good faith by appropriate proceedings, (iii) Liens for Taxes, assessments and other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings (for which adequate reserves have been made in the Balance Sheet), (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security, retirement and other similar legislation for sums not yet due and payable, (v) Liens permitted to be incurred on and after the date hereof in accordance with Section 6.1 hereof, (vi) leases to third parties, and (vii) other imperfections of title or encumbrances, which, individually or in the aggregate, would reasonably be expected to not materially interfere with detract from the Company and/or its Subsidiaries current use, occupancy or operation value of the Leased Real Property taken property or asset to which it relates or materially impair the ability of Principal Solar, Inc. or BAYOU ROAD to use the property or asset to which it relates in substantially the same manner as a wholeit was used by BAYOU ROAD prior to the Closing Date. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None 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 4.15(b) and (ii) as have been disposed of since the Company or any Company Subsidiary owns any real propertyBalance Sheet Date in the ordinary course of business consistent with past practice. (b) Section 4.15(b4.14(b) of the Company Disclosure Letter contains, as Schedule identifies all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company and its Subsidiaries have good and valid title to all of the date Owned Real Property. There are no pending or, to the Knowledge of this Agreementthe 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 Subsidiaries is a party or subject. The Company has made available to Parent a true and complete list copy of each Lease. Each lease, sublease or license (each, a “Lease”) under which the names Company or any of the fee ownersits Subsidiaries leases, landlords, tenants, subtenants and sub-subtenants, as applicable, of all subleases or licenses any real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereonsuch 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, nor to the Company’s Knowledge any other party to a Lease, has violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Lease, and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which (ii) neither the 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 Company, there are no facts or conditions affecting nor any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current usehas received notice that it has breached, occupancy violated or operation of the Leased Real Property taken as a wholedefaulted under any Lease. (d) Each Real Estate Lease To the Company’s Knowledge, (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither neither the Company nor any of the Company its Subsidiaries has received a notice of default under 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 Estate Lease during Property or Leased Real Property are adequately maintained and are in good operating condition and repair (ordinary wear and tear expected) for the last six (6) months which remains uncuredrequirements of the business of the Company and its Subsidiaries as currently conducted.

Properties. (a) None of the Company All real property owned or leased by CFB or any Company Subsidiary owns of its Subsidiaries has been Previously Disclosed. Except as Previously Disclosed, with respect to such real property that is owned by CFB or any real property. (b) Section 4.15(b) of the Company Disclosure Letter containsits Subsidiaries other than OREO, as of the date of this AgreementCFB has good and marketable and insurable title, a true free and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, 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 FFI, and including, but not limited to the matters Previously Disclosed, (iii) survey imperfections set forth in surveys of such properties delivered to FFI or (iv) as Previously Disclosed. With respect to such real property which that is leased, subleased, sub-subleased, leased by CFB or licensed to, or otherwise occupied by, the Company and any of its Subsidiaries, as applicable CFB has a good and marketable leasehold estate in and to such property (collectively, including except for the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto matters described in clauses (collectively, the “Real Estate Leases”i)-(iv) hereof). True CFB has delivered true, correct and complete copies of such lease(s), together with all Real Estate Leases (including all modificationsamendments thereto, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting FFI; any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) such lease is in full force and effect and will not lapse or terminate prior to the Closing Date; neither CFB nor any of its Subsidiaries nor, to CFB’s knowledge, the landlord thereunder, is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and legally binding obligation enforceable obligations of the Company 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 applicable Company Subsidiary fee interest in any real property subject to any such lease (which Lien is superior to such lease), CFB 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 CFB’s or its Subsidiaries’ 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 CFB and its Subsidiaries are not in default of any of their obligations pursuant to any such lease beyond the expiration of any notice and cure periods. Except as Previously Disclosed, all real and personal property owned by CFB or its Subsidiaries or presently used by any of them is in good condition (ordinary wear and tear excepted) and is sufficient to carry on their business in the ordinary course of business consistent with its past practices. CFB and its Subsidiaries have good and marketable and insurable title, free and clear of all Liens to all of their 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 and as Previously Disclosed and (iii) as Previously Disclosed. All personal property which is a party thereto, as applicable, material to CFB’s or its Subsidiaries’ business and leased or licensed by CFB or its Subsidiaries is held pursuant to leases or licenses which are valid and enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization their respective terms and such leases will not terminate 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 lapse prior to 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 the applicable Company SubsidiariesEffective Time. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None All real property and interests in real property owned in fee by OUTD or any OUTD Subsidiary (individually, an “OUTD Owned Property”) are set forth on Section 3.11(a) of the Company OUTD Disclosure Schedule. With respect to each material OUTD Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and other similar restrictions, and (C) discrepancies, conflicts in boundary lines, shortages in area, encroachments, or any Company other non-monetary Liens of a minor nature: (i) OUTD or an OUTD Subsidiary owns has good and marketable fee simple title to all material OUTD Owned Property, (ii) there are no outstanding options or rights of first refusal in favor of any real propertyother party to purchase any material OUTD Owned Property or any portion thereof or interest therein, (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of material OUTD Owned Properties and there are no parties (other than OUTD or any OUTD Subsidiary) in possession of any material OUTD Owned Property, and (iv) to OUTD’s knowledge, there are no physical conditions or defects at any of the material OUTD Owned Properties which impair or would be reasonably likely to materially impair the continued operation and conduct of the business of OUTD and its Subsidiaries, taken as a whole. Any material reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any OUTD Owned Property are set forth in Section 3.11(a) of the OUTD Disclosure Schedule. (b) All real property and interests in real property leased by OUTD or any OUTD Subsidiary and any prime or underlying leases related thereto (individually, an “OUTD Leased Property”; OUTD Owned Property and OUTD Leased Property being sometimes referred to herein collectively as “OUTD Property”) are set forth on Section 4.15(b3.11(b) of the Company OUTD Disclosure Letter containsSchedule. OUTD or an OUTD Subsidiary has good and valid leasehold title to all OUTD Leased Property, as subject only to Permitted Liens and matters described in clauses (B) and (C) of Section 3.11(a). Prior to the date of this Agreementhereof, a true true, correct and complete list copy of the names of the fee ownerseach lease for OUTD Leased Property, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, together with any amendments or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect modifications thereto (collectivelyindividually, the a “OUTD Real Estate LeasesProperty Lease”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have for each OUTD Leased Property has been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased IM. With respect to each OUTD Real Property thatLease, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) each lease is valid, binding and in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or similar other Laws relating to or affecting creditors’ the rights and remedies of creditors generally and by subject to general principles of equityequity (regardless of whether considered in a proceeding in equity or at Law), (ii) neither OUTD nor any of its Subsidiaries or, to the knowledge of OUTD, any other party to such OUTD Real Property Lease is in breach or default under such lease, and no event has not been amended occurred or modified in any material respect except as reflected in circumstance exists which, with the modificationsdelivery of notice, amendmentsthe passage of time or both, supplementswould constitute a breach or default, waivers and side letters thereto made available to Parent or permit the termination, modification or acceleration of rent thereunder, and (iii) except neither OUTD nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy such OUTD Leased Property or any portion thereof, and there are no parties (other than OUTD or any OUTD Subsidiary) in possession of any OUTD Leased Property or any portion thereof. (c) The OUTD Property comprises all Real Property used in the conduct of the business of OUTD and its Subsidiaries. (d) As of the date hereof, neither OUTD nor any of its consolidated Subsidiaries has received notice of any pending, and to the knowledge of OUTD, there are no threatened, condemnation proceedings 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 the applicable Company SubsidiariesOUTD Property. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None The Company Group and its Subsidiaries own good and marketable title to, or hold a valid leasehold interest in, all of the material tangible personal property used by the Company Group or any of its Subsidiaries in the conduct of its business, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances that will be terminated at or prior to the Closing. All structures and buildings (including building systems) on the Real Property (i) are adequately maintained and are in good operating condition and repair in all material respects (subject to normal wear and tear and latent defects not known to the Company Subsidiary owns Group and to casualty loss after the date of this Agreement), in accordance with the material requirements of all Laws and as required under the Real Property Leases, as applicable, (ii) are being used and occupied in all material respects in compliance with all applicable zoning, building or other Laws, Orders or regulations applicable to them and (iii) are wholly within the - 44 - boundaries of the Real Property and the location and existence of such structures and buildings do not infringe the provisions of any easement, right of way or encumbrance registered against or otherwise affecting the Real Property. All material transferable assets (real propertyor personal) owned, used or held for use by the Company Group’s or its Subsidiaries’ businesses have been adequately maintained and are in good operating condition and repair (subject to normal wear and tear and latent defects not known to the Company Group and to casualty loss after the date of this Agreement). (b) Section 4.15(b6.18(b) of the Company Disclosure Letter contains, as of the date of this Agreement, Schedules contains a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, leased by the Company and Group or any of its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”)) and the Real Property Leases. The Company Group has delivered to the Buyers a true, complete and sets forth a description correct copy of any the Real Property Leases (together with all head leases and all leasessubleases in respect of each Real Property Lease, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party if any) with respect thereto (collectively, the “to each parcel of Leased Real Estate Leases”)Property. True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available With respect to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property: (i) the Company Group or one of its Subsidiaries has a valid and enforceable leasehold interest in such Leased Real Property thatpursuant to a Real Property Lease, in each case free and clear of all Encumbrances, except Permitted Encumbrances; (ii) the aggregateCompany Group has no knowledge of, and has not received any notice from any party under the Real Property Leases alleging that there is, a default or breach of thereof or that there is a state of facts which, after notice or the passage of time, or both, would reasonably be expected to materially interfere with constitute a default or breach thereunder; (iii) the Company and/or Group has no knowledge of, and has not received notice of, any pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to such Leased Real Property; (iv) none of the Company Group, its Subsidiaries current useand the Sellers has received notice from any Governmental Authority or other Person, and none has any knowledge that the use and occupancy or operation of any of the Leased Real Property taken Property, as a whole. (d) Each Real Estate Lease (i) is in full force currently used and effect occupied, and constitutes the valid and legally binding obligation conduct of the Company or the applicable Company Subsidiary which is a party theretoBusiness thereon, as applicablecurrently conducted, enforceable in accordance with its terms, except 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 violate in any material respect except as reflected in any deed restrictions, building codes or zoning, subdivision or other land use or similar Laws; (v) no material fact or condition exists that would prohibit or materially adversely affect current ordinary rights of access to and from, the modificationsLeased Real Property, amendmentsor from and to existing nearby highways and roads, supplementsand there is no pending or threatened restriction or denial, waivers governmental or otherwise, upon such ingress 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.egress; and

Properties. (a) Each of the Advisor Group Entities has good and valid title to all personal property that it purports to own, free of Liens other than Permitted Liens. With respect to personal property that is leased by any Advisor Group Entity (“Leased Personal Property”), the lessee has a valid leasehold interest in the Leased Personal Property, free of Liens other than Permitted Liens, the ownership interest of the lessor and the lessor’s rights under the lease. All those leases are in full force and effect and constitute valid and binding obligations of each of the Advisor Group Entities party thereto, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. None of the Company or Advisor Group Entities, nor, to the Knowledge of the applicable Sellers, any Company Subsidiary owns other party to such a lease is in breach of such lease, beyond the expiration of any real propertynotice and curative opportunity as may be provided in such lease. (b) Section 4.15(b) None of the Company Disclosure Letter contains, as of the date of this Agreement, a Advisor Group Entities owns any real property. A true and complete list copy of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all each agreement pursuant to which any Advisor Group Entity leases any real property and which is leasedprovides for annual lease payments in excess of $100,000 (such agreements, subleasedtogether with any amendments, sub-subleasedmodifications and other supplements thereto, or licensed to, or otherwise occupied bycollectively, the Company “Real Property Leases” and its Subsidiariessuch property, as applicable (collectivelytogether with all buildings, including the Improvements structures and facilities located thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 has heretofore been made available to Parent. PAC and PAC OP. Each Real Property Lease is valid, binding and enforceable against the applicable Advisor Group Entity in accordance with its terms and is in full force and effect (c) To except as may be limited by the Knowledge of the Company, there Equitable Exceptions). There are no facts or conditions affecting uncured defaults in existence by any Advisor Group Entity in existence under any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property thatLeases which, in the aggregate, would reasonably be expected to materially interfere with result in the Company and/or its Subsidiaries current use, occupancy or operation termination of such Real Property Leases. The consummation of the Leased Transactions will not cause defaults or give rise to termination rights under the Real Property taken as a wholeLeases. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Subject to the Liens expressly permitted by Section 6.02, the U.S. Borrower and each Restricted Subsidiary is the sole owner of, and has good record title to, the Material Real Property described in Schedule 3.05(e) as of the Company Effective Date and is the sole owner of and has good and valid title to, all other real and personal property material to its business, in each case except where the failure to have such title or any Company interest does not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The U.S. Borrower and each Restricted Subsidiary owns any real propertyand has maintained, in all material respects and in accordance with normal coal mining industry practice, all of the machinery, equipment, vehicles, preparation plants or other coal processing facilities, loadouts and other transportation facilities and other tangible personal property now owned or leased by the U.S. Borrower and the Restricted Subsidiaries that is necessary to conduct their business as it is now conducted, except where the failure to do so in the aggregate does not or would not reasonably be expected to have a Material Adverse Effect. All Material Real Property described in Schedule 3.05(e) (other than as a result of a Disposition permitted hereunder) and all other properties and assets comprising the Collateral are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) The U.S. Borrower and each Restricted Subsidiary has complied with all obligations under all leases (including Mining Leases) to which it is a party, except where the failure to comply does not or would not have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect does not or would not reasonably be expected to have a Material Adverse Effect. Subject to the Liens expressly permitted by Section 4.15(b) 6.02, the U.S. Borrower and each Restricted Subsidiary enjoys peaceful and undisturbed possession under all such Mining Leases, other than leases in respect of which the Company Disclosure Letter containsfailure to enjoy peaceful and undisturbed possession would not reasonably be expected to have, as of in the date of this Agreementaggregate, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 ParentMaterial Adverse Effect. (c) To Except as set forth on Schedule 3.05(c), and except for such claims that do not and would not reasonably be expected to cause a Material Adverse Effect, neither the Knowledge of the Company, there are no facts or conditions affecting U.S. Borrower nor any of the buildingsRestricted Subsidiaries has received written or, structuresto the knowledge of the U.S. Borrower and the Restricted Subsidiaries, fixtures other notice of material claims, which are still outstanding or unresolved, that the U.S. Borrower or any Restricted Subsidiary has mined any coal that it did not have the right to mine or mined any coal in such a manner as to give rise to any material claims for loss, waste or trespass, and, to the knowledge of the U.S. Borrower and improvements each Restricted Subsidiary, no facts exist upon which such a claim could be based. (d) The U.S. Borrower and each of its Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary for use in its business, the “Improvements”) located on use thereof by the Leased Real Property U.S. Borrower and its Restricted Subsidiaries does not infringe upon the rights of any other Person, except for infringements that, in the aggregate, do not and would not reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as result in a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company SubsidiariesMaterial Adverse Effect. (e) Neither Schedule 3.05(e) sets forth a brief description of each Material Real Property (including Mining Leases), each Flood Structure and any other material Improvements, and each material Mining Permit owned or controlled by the Company nor U.S. Borrower or any Restricted Subsidiary as of the Effective Date and the nature of the U.S. Borrower’s or each of its Restricted Subsidiaries’ interest therein, in each case that is material to the Coal Business. (f) Except as disclosed in Schedule 3.06 or by the U.S. Borrower in its 2012 10-K or 2013 10-Qs, there are no developments affecting any of the Company Mortgaged Property pending or, to the knowledge of any Credit Party threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of such Mortgaged Property, other than any such developments that do not and would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. (g) None of the U.S. Borrower and their Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except for Liens permitted under Section 6.02 or Section 6.05. (h) With respect to each Mortgaged Property on which significant surface Improvements are located, subject to the Liens expressly permitted by Section 6.02, there are no rights or claims of parties in possession, encroachments, overlaps, boundary line disputes or other matters which would be disclosed by an accurate survey or inspection of the premises except as do not and would not reasonably be expected to have, in the aggregate, a Material Adverse Effect. (i) As of the Effective Date, each of the U.S. Borrower and its Restricted Subsidiaries has received proven or probable reserves of coal in place on Mining Leases for which the U.S. Borrower and its Restricted Subsidiaries either now have (or are highly confident they will obtain in the ordinary course of business when needed) all Mining Permits, surface use agreements and other ancillary rights, in each case, necessary for the operation of such leases as a notice of default under any Real Estate Lease during Mine at levels consistent with the last six (6) months which remains uncuredmining plan provided to the Lenders on or about the Effective Date.

Properties. (a) None Section 3.10(a) of the Transferor Disclosure Schedule sets forth a complete and accurate list, with general descriptions, property addresses and the name of the record owner thereof, of the real property owned by the Company (together with all plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and additions situated thereon, and all privileges and appurtenances thereto, collectively, the “Owned Real Property”). The Company holds good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 3.10(a) of the Transferor Disclosure Schedule, the Company has not mortgaged, assigned or transferred any interest in the Owned Real Property. The Company has made available to the NGL Group Entities copies of each deed, title insurance policy, mortgage and/or other real property financing document in its possession or control with respect to the Owned Real Property. Other than the Permitted Encumbrances, the Owned Real Property is not subject to leases or tenancies of any kind and there are no parties, other than the Company, occupying or with a right to occupy the Owned Real Property. All facilities located on or comprising the Owned Real Property and required for the operation of the Business (i) have received all Permits required in connection with the operation thereof, (ii) have been operated and maintained in all material respects in accordance with all applicable Laws, (iii) are supplied with utilities and other services reasonably necessary for the operation of such facilities, (iv) are in good condition and the systems located therein are in good working order and condition, and (v) are located on such Owned Real Property and do not encroach on any adjoining property owned by others or public rights of way. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any Company Subsidiary owns portion thereof or interest therein. There are no pending, or to the Knowledge of the Company, threatened proceedings to condemn, take or demolish any real propertyOwned Real Property or part thereof. No Owned Real Property, or part thereof, is located in a flood hazard area (as designated by the Federal Emergency Management Agency). (b) Section 4.15(b3.10(b) of the Company Transferor Disclosure Letter contains, as of the date of this Agreement, Schedule sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, by street address of all the real property which that is leased, subleased, sub-subleased, subleased or licensed to, or otherwise occupied by, pursuant to similar agreements by the Company (together with all Rights-of-Way (as defined below), plants, buildings, structures, installations, fixtures, fittings, improvements, betterments and its Subsidiariesadditions situated thereon, as applicable (collectively, including the Improvements thereonand all privileges and appurtenances thereto, the “Leased Real Property”)” and, and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which together with the Company or any Company Subsidiary is a party with respect thereto (collectivelyOwned Real Property, the “Real Estate LeasesProperty”). True Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, the Company has a valid and enforceable leasehold interest in each Lease free and clear of all Encumbrances other than Permitted Encumbrances. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, each Lease is in full force and effect and no Company party is in default thereunder. The Company has made available to the NGL Group Entities true, correct and complete copies of all Real Estate Leases Property Leases. Except as set forth on Section 3.10(b) of the Transferor Disclosure Schedule, all Leased Real Property is leased to the Company pursuant to written leases, the Company has not subleased any Leased Real Property, and there are no other parties occupying, or with a right to occupy the Leased Real Property. All facilities located on or comprising the Leased Real Property (including i) have received all modificationsPermits required in connection with the operation thereof, amendments, supplements, waivers and side letters thereto(ii) have been made available operated and maintained in all material respects in accordance with all applicable Laws, (iii) are or may be supplied with utilities and other services reasonably necessary for the operation of such facilities, (iv) are in good condition and the systems located therein are in good working order and condition and (v) are located on such Leased Real Property and (unless expressly permitted to Parentdo so) do not encroach on any adjoining property owned by others or public rights of way. The Closing will not affect the enforceability against any Person of any Real Property Lease or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of its business. (c) The Owned Real Property and the Leased Real Property constitute all of the real property interests owned or leased by the Company and used in the conduct of the Business. All Equipment and Improvements used by the Company in the Business are located on the Leased Real Property or the Owned Real Property. To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on Owned Real Property or the Leased Real Property that, in the aggregate, which would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, use or occupancy of such Owned Real Property or Leased Real Property in the operation of the Leased Real Property taken as a wholeBusiness. (d) Each Real Estate Lease The Company has such consents, easements, rights-of-way, Permits or licenses from each Person (icollectively, “Rights-of-Way”) is as are sufficient to conduct the Business subject to the limitations contained in full force and effect and constitutes the valid and legally binding obligation Section 3.10(d) of the Transferor Disclosure Schedule. The Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with has fulfilled and performed all of its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except obligations with respect to such Rights-of-Way and no event has occurred or is anticipated to occur that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in a default thereunder or any Permitted Liens granted under impairment of the terms rights of the holder of any such Rights-of-Way, and none of such Rights-of-Way contain any restriction that is materially burdensome to the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company SubsidiariesCompany. (e) Neither Except as set forth on Section 3.10(e) of the Transferor Disclosure Schedule, the Company nor any has good and valid title to all material items of tangible personal property used in or necessary for the operation of the Company Subsidiaries has received a notice Business, free and clear of default under any Real Estate Lease during the last six (6) months which remains uncuredall Encumbrances.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b5.15(a) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of all real property that is owned by the names Company or any Company Subsidiary (such property, the “Owned Real Property”). With respect to each Owned Real Property, the Company or a Company Subsidiary has valid title to such Owned Real Property, free and clear of all Liens other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any possessory interest in the Owned Real Property or right to occupy the same except, if applicable, under and pursuant to the provisions of a Real Estate Lease described on Section 5.15(b) of the fee owners, landlords, tenants, subtenants and sub-subtenantsCompany Disclosure Letter. (b) Section 5.15(b) of the Company Disclosure Letter contains, as applicableof the date of this Agreement, a true and complete list of all real property which that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiariesor any Company Subsidiary, as applicable (collectively, including the Improvements thereonsuch property, the “Leased Real Property”; together with the Owned Real Property, the “Real Property”), and sets forth a description list of any and all leases, subleases, sub-subleases, licenses licenses, sublicenses and occupancy agreements and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications, amendments, supplements and side letters 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, subject to proper authorization and execution of such Real Estate Lease by the other party thereto and Permitted Liens granted under the terms of any of the Real Estate Leases, except in each case, as 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 (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the CompanyExcept for matters which, there are no facts individually or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the not have a Company and/or its Subsidiaries current useMaterial Adverse Effect, occupancy or operation of the Leased Real Property taken as a whole. (di) Each each Real Estate Lease (i) is in full force and effect and constitutes the valid a valid, binding and legally binding enforceable obligation of the Company or one of the applicable Company Subsidiary which is a party Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, as applicableexcept, enforceable in accordance with its termseach case, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, and (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 none of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. Subsidiaries is (ewith or without notice or lapse of time, or both) Neither in breach or default under any such Real Estate Lease and, to the Knowledge of the Company, no other party to any such Real Estate Lease is (with or without notice or lapse of time, or both) in breach or default thereunder, except, in the case of this clause (c), with respect to any Real Estate Lease which expires by its terms (as in effect as of the date hereof). As of the date of this Agreement, neither the Company nor any of the Company Subsidiaries has received a any written notice regarding any actual or possible material violation or breach of or material default under under, or intention to cancel or materially modify to the detriment of the Company or the Company Subsidiaries, any Real Estate Lease during Lease, except in each case as would not be reasonably expected to be material to the last six Company and the Company Subsidiaries, taken as a whole. (6d) months which remains uncuredThe Real Property constitutes all of the real property occupied by the Company and the Company Subsidiaries as of the date hereof. The 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. There are no physical conditions or defects on any part of the Real Property that would materially impair or would be reasonably expected to reasonably impair the continued operation of the business of the Company and the Company Subsidiaries as presently conducted at such Real Property. No taking or voluntary conveyance of all or part of any Real Property or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Entity has been commenced or, to the Knowledge of the Company, is contemplated or threatened with respect to all or any material portion of any Real Property.

Properties. (a) None of the Company or Seller does not own any Company Subsidiary owns any interests in real property. (b) Section 4.15(b2.12(b)(i) of the Company Seller Disclosure Letter 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 Schedule lists each real property which is leased, subleased, sub-subleased, licensed or licensed to, or otherwise occupied by, the Company and its Subsidiariesor from, as applicable Seller (collectively, including the Improvements thereon, the “Leased Real Property”). Seller has delivered to Buyer true, correct and sets forth a description complete copies of any and all leases, subleases, sub-subleaseslicenses or other occupancy agreements or contracts (collectively, licenses together with all amendments, modifications or supplements thereto, and purchase options assignments thereof, “Real Property Leases”) relating to the Leased Real Property or to which the Company or any Company Subsidiary Seller is a party or by which Seller is bound. With respect to each Real Property Lease: (i) Such Real Property Lease is legal, valid, binding, enforceable and in full force and effect against Seller, as applicable, and, to the Knowledge of Seller, the other party thereto; (ii) Neither the Seller, nor to the Knowledge of Seller, the other party to such Real Property Lease is in breach or default under such Real Property Lease and, to the Knowledge of Seller, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time, or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease; (iii) Neither the Seller, and to the Knowledge of Seller, the other party to such Real Property Lease, has received any notice of cancellation or termination from any landlord or subtenant under any of the Real Property Leases; (iv) Seller has paid or accrued its monthly rental, additional rent and all other monetary obligations due under each of the Real Property Leases through the last day of the month of this Agreement; (v) The full security deposit, if any is required, is held under each Real Property Lease by the other party thereto, or in the case where the Seller is the sublessor, by the Seller. No security deposit or portion thereof deposited with respect thereto to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (collectivelyvi) Except as set forth in Section 2.12(b)(vi) of the Seller Disclosure Schedule, the “other party to such Real Estate Leases”)Property Lease is not an Affiliate of and, to the Knowledge of Seller, does not otherwise have any economic interest in the Seller; and (vii) The Seller has received all approvals of Governmental Entities (including licenses and Permits) required in connection with the ownership or lease of the Real Property, as applicable, and operation thereof. (c) The Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any of the Leased Real Property. True The Leased Real Property constitutes all of the land, buildings, structures, improvements, fixtures or other interests and rights in real property that are used or occupied by the Seller in connection with the Business. All of the Leased Real Property has access to public roads and to all utilities necessary for the operation of the Business. To the Knowledge of Seller, there is no pending or contemplated condemnation or eminent domain proceeding with respect to any Leased Real Property. The Seller is not a lessor, sublessor or grantor under any lease, sublease, consent, license or other instrument granting to another person or entity any right to the possession, use, occupancy or enjoyment of the Leased Real Property. There are no encroachments upon any of the parcels comprising the Leased Real Property (other than such encroachments as would not affect the usability or marketability of the applicable parcel of Leased Real Property) and no portion of any improvement encroaches upon any property not included within the Leased Real Property or upon the area of any easement affecting the Leased Real Property. (d) To the Knowledge of Seller, all of the Leased Real Property, fixtures and improvements thereon owned or leased by the Seller, are in good operating condition without structural defects. To the Knowledge of Seller, all mechanical and other building systems located on the Leased Real Property, are (i) in good operating condition, and no condition exists requiring material repairs, alterations or corrections, and (ii) suitable, sufficient and appropriate in all respects for their current use. None of the improvements located on the Leased Real Property or uses being made of the Leased Real Property constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws. The Seller has delivered to Buyer true, correct and complete copies of all deeds, title exception documents (for example, easements, restrictive covenants), title reports, title polices (“Existing Title Policies”) and surveys (“Existing Surveys”) for the Leased Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have Property in the Seller’s possession or control. No claim has been made available under any of the Existing Title Policies or Existing Surveys. The Seller has delivered to ParentBuyer true, correct and complete copies of any Order entered, issued, made or rendered by, or any Contract with, any Governmental Entity in connection with or relating to the Leased Real Property. (ce) None of the Leased Real Property is now damaged or injured as a result of any fire, explosion, accident or other casualty that is not adequately insured against under the insurance policies maintained by the Seller with respect to the Leased Real Property. (f) To the Knowledge of the CompanySeller, all reciprocal easement contracts, conditions and restrictions and similar public or private restrictive covenants to which the Leased Real Property is subject have not been violated. There exist no outstanding requirements or recommendations by (i) any insurance policy maintained by Seller currently insuring any Leased Real Property, (ii) any board of fire underwriters or other body exercising similar functions with respect to any Leased Real Property or (iii) the holder of any encumbrance on any Leased Real Property, in each such case that require or recommend any repairs or work of any material nature be performed on such Leased Real Property. (g) Set forth in Section 2.12(g)(i) of the Seller Disclosure Schedule is a true, correct and complete list of all material plans and specifications relating to the Leased Real Property in the possession of the Seller. True, correct and complete copies of such material plans and specifications in the possession of the Seller have been furnished to Buyer. Except as set forth in Section 2.12(g)(ii) of the Seller Disclosure Schedule, to the Knowledge of Seller, no Leased Real Property is, or will be, subject to zoning, use or building code restrictions that would prohibit, and, to the Knowledge of Seller, no state of facts exist with respect to the Leased Real Property or will exist, that would prevent the continued leasing or use of such Leased Real Property after the Closing consistent with the current or contemplated use. Without limiting the foregoing, (i) to the Knowledge of Seller, there are no facts plans of any Governmental Entity to change the highway or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, road system in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation vicinity of the Leased Real Property taken as or to restrict or change access from any such highway or road to the Leased Real Property that could adversely affect access to any roads providing a whole. (d) Each means of ingress to or egress from the Leased Real Estate Lease (i) is in full force Property, and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 to the Knowledge of Seller, there is no pending or modified in proposed action to change or redefine the zoning classification of all or 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 portion of any of the Leased Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company SubsidiariesProperty. (eh) Neither To the Company nor any Knowledge of the Company Subsidiaries Seller, no action seeking a reduction in real estate Taxes imposed upon the Leased Real Property or the assessed valuation thereof (or any portion thereof) (i) has received a notice of default under any Real Estate Lease been settled during the last six period in which the Leased Real Property has been leased by the Seller or (6ii) months which remains uncuredis currently pending.

Properties. (a) None Section 4.15(a) of the Company Disclosure Schedule sets forth a complete list of all real property and interests in real property owned by the Company or any its Subsidiaries as of the Execution Date (the “Owned Real Property”), including the address and record owner of such Owned Real Property. Except as set forth in Section 4.15(a) of the Company Subsidiary owns any real propertyDisclosure Schedule, the Company or its applicable Subsidiaries own good and marketable title to all of the material properties and material assets purported to be owned by them (other than Intellectual Property, which is addressed in Section 4.11), including all of the Owned Real Property, in each case free and clear of all Liens, other than Permitted Liens. (b) Section 4.15(b) of the Company Disclosure Letter containsSchedule sets forth a complete list of all of the existing material leases and licenses (including all amendments, extensions, supplements, renewals thereof and agreements related thereto) in effect as of the date of this Agreement, a true and complete list of Execution Date (the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all “Company Leases”) for real property which is leased, subleased, sub-subleased, and interests in real property directly or indirectly leased or licensed to, or otherwise occupied by, to the Company and or its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of ) by any and all leases, subleases, sub-subleases, licenses and purchase options to third party under which the Company or any Company Subsidiary of its Subsidiaries is a party with respect thereto (collectivelylessee or licensee, if applicable, and the “address, aggregate monthly rent payable and expiration date of the Company Lease relating to each such Leased Real Estate Leases”)Property. True The Company has delivered to Parent, or otherwise made available for inspection by Parent, true and complete copies of all the Leases. The Company or its applicable Subsidiaries has and owns a valid leasehold or licensed (if applicable) interest in the Leased Real Estate Leases (including Property, in each case free and clear of all modificationsLiens, amendments, supplements, waivers and side letters thereto) have been made available to Parentother than Permitted Liens. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with Other than the Company and/or its Subsidiaries current useSatellites and Company Ground Stations which are exclusively governed by Sections 4.16 and 4.17, occupancy each material item of equipment owned or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 leased by the Company or any its Subsidiaries is (i) reasonably adequate for the conduct of the applicable Company SubsidiariesBusiness as currently conducted and (ii) in good operating condition, regularly and properly maintained in all material respects, subject to normal wear and tear. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 All real property which is leased, subleased, sub-subleased, owned or licensed toleased by VCBank and used by it for its branch operations, or otherwise occupied byused by it in the conduct of its business or otherwise owned by it, has been Previously Disclosed. With respect to such real property that is owned by VCBank, VCBank has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except for the Company and its Subsidiaries, Permitted Encumbrances (as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”hereinafter defined). True With respect to such real property that is leased by VCBank, VCBank 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. “Permitted Encumbrances” shall mean (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 CVCY and Central Valley Community Bank that have been accepted in writing by 30 CVCY and Central Valley Community Bank, or (iii) as Previously Disclosed. VCBank has delivered true, correct and complete copies of such lease(s), together with all Real Estate Leases (including all modificationsamendments thereto, amendments, supplements, waivers to CVCY and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting Central Valley Community Bank; any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) such lease is in full force and effect and will not lapse or terminate prior to the Closing Date; neither VCBank 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 legally binding obligation enjoyable obligations of the Company 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 applicable Company Subsidiary fee interest in any real property subject to any such lease, VCBank 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 VCBank’ 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 VCBank 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 personal property owned by VCBank 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. VCBank 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 (1) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (2) such imperfections of title and encumbrances, if any, as are not material in character, amount or extent and (3) as Previously Disclosed. All personal property which is a party thereto, as applicable, material to VCBank’ business and leased or licensed by VCBank is held pursuant to leases or licenses which are valid and enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization their respective terms and such leases will not terminate 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 lapse prior to 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 the applicable Company SubsidiariesEffective Time. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b3.11(a) of the Company Disclosure Letter containsSchedule sets forth, as of the date of this Agreement, (i) a true and complete list of the names of the fee owners, landlords, tenants, subtenants all material real properties (by name and sub-subtenantslocation) owned by Seller or Tribune, as applicable, or any of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, their respective Subsidiaries primarily for use in the Company and its Subsidiaries, as applicable Business (collectively, including the Improvements thereon, the “Leased Owned Real Property”), ) and sets forth (ii) a description list of any and all the material leases, subleases, sub-subleases, licenses and purchase options subleases or other occupancies to which the Company Seller or Tribune, as applicable, or any Company Subsidiary of their respective Subsidiaries is a party with respect thereto as tenant for real property primarily for use in the Business (collectively, the “Real Estate Property Leases”). True . (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to each Owned Real Property, (i) Seller or Tribune, as applicable, or one of their respective Subsidiaries has good and complete copies marketable title to such Owned Real Property, free and clear of all Liens (other than Permitted Liens), (ii) there are no (A) unexpired options to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire such Owned Real Estate Leases Property or any portion thereof or a direct or indirect interest therein or (including all modificationsB) other outstanding rights or agreements to enter into any contract for sale, amendmentsground lease or letter of intent to sell or ground lease such Owned Real Property, supplementswhich, waivers and side letters theretoin each case, is in favor of any party other than Seller or Tribune, as applicable, or one of their respective Subsidiaries, (iii) policies of title insurance have been made available issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by Seller or Tribune, as applicable, or one of their respective Subsidiaries, and (iv) there are no existing pending or, to Parentthe Knowledge of Seller, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property. (c) To the Knowledge of the CompanyExcept as would not reasonably be expected to have, there are no facts individually or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its a Material Adverse Effect, Seller or Tribune, as applicable, or one of their respective Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) has valid leasehold title to each real property subject to a Real Property Lease, sufficient to allow Seller or Tribune, as applicable, or one of their respective Subsidiaries to conduct the Business as currently conducted, (ii) each Real Property Lease is valid, binding and in full force and effect and constitutes effect, subject to the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party theretoEnforceability Exceptions, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms none of any of the Real Estate LeasesSeller, has not been assigned in any manner by the Company Tribune or any of their respective Subsidiaries or, to the applicable Company Subsidiaries. (e) Neither the Company nor Knowledge of Seller, any other party to such Real Property Lease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of the Company Subsidiaries has received time, or both, would constitute a notice of default under any the provisions of such Real Estate Lease during the last six (6) months which remains uncuredProperty Lease.

Properties. (a) None Each of the Company Borrower and its Subsidiaries has good, marketable fee title to, or any Company Subsidiary owns any valid leasehold interests in, all its real propertyand 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. (b) Section 4.15(b) With respect to substantially all of the Company Disclosure Letter contains, as operating leases pursuant to which the Borrower or one of the date of this Agreement, its Subsidiaries has a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable leasehold interest (collectively, including the Improvements thereon, the each a “Leased Real PropertyProperty Lease”), and sets forth a description each of any and all leasesthe following is true except to the extent that, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectivelyif not true, the “Real Estate Leases”). True and complete copies consequences 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, same would not reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as result in a whole.Material Adverse Effect: (d) Each Real Estate Lease (i) is such Real Property Leases are in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, effect; (ii) has 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 payable to the date hereof and are not being contested in good faith by Borrower, any such amounts being contested have been amended paid or modified in any material respect except as reflected rescinded for by Borrower or its applicable Subsidiary, and no such contest may reasonably be expected to result in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent and exercise by the applicable landlord of a remedy of termination of such Real Property Lease; (iii) except 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 the material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with respect to any Permitted Liens granted the passage of time or the giving of notice, or both, would result in a default by Borrower or its applicable Subsidiary under the terms of any Real Property Lease; (v) Borrower covenants and agrees that it shall, or shall cause its applicable Subsidiary to, other than in the 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 Estate LeasesProperty Lease on its part to be observed, has not been assigned in any manner by performed and complied with, within the Company 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 the terms of any Real Property Lease; (C) not do, 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 passing of the applicable Company Subsidiaries. grace periods, if any; (eD) Neither not cancel, terminate, surrender, modify, amend or in any way alter or permit the Company nor alteration of any of the Company Subsidiaries has received a notice provisions of default any Real Property Lease or grant any material consents or waivers thereunder; and not exercise any right it may have under any Real Estate Property Lease during to cancel or surrender the last six same without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed; and (6) months which remains uncured.E)

Properties. (a) None All of the Company real estate properties owned or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 leased by the Company or any of the applicable Company Subsidiaries. (e) Neither Subsidiaries are set forth in Section 5.12 of the Company nor Disclosure Schedule. Except as set forth in Section 5.12 of the Company Disclosure Schedule, the Company or a Company Subsidiary owns good and marketable title to each of the owned real properties identified in Section 5.12 of the Company Disclosure Schedule (the "Company Properties"), free and clear of liens which secure the payment of money, mortgages or deeds of trust, monetary charges which are liens, security interests or other encumbrances on title which secure the payment of money (collectively, "Encumbrances"), other than Encumbrances which secure indebtedness which is properly reflected in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "10-K"), and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws, ordinances and regulations materially and adversely affecting the current use or occupancy of any of the Company Properties by the Company (collectively, "Property Restrictions"), other than Property Restrictions of record or Property Restrictions which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company and the Company Subsidiaries has received own or lease all machinery, equipment and other tangible personal property and assets necessary for the conduct of their business as presently conducted, except where the absence of such ownership or leasehold interest would not, individually or in the aggregate, reasonably be expected to have a notice Company Material Adverse Effect. The Company and the Company Subsidiaries own good title, free and clear of default under any Real Estate Lease during all Encumbrances, to all of the last six personal property and assets shown on the Company's balance sheet at December 31, 1998 as reflected in the 10-K (6the "Balance Sheet") months or acquired after December 31, 1998, except for (A) assets which remains uncuredhave been disposed of to nonaffiliated third parties since December 31, 1998 in the ordinary course of business or (B) Encumbrances reflected in the Balance Sheet.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b3.15(a) of the Company Disclosure Letter containsSchedule sets forth, as of the date of this Agreement, a true true, correct and complete list of the names each item of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property to which is leased, subleased, sub-subleased, each Smartposting Group Company holds ownership title. Smartposting or licensed to, or otherwise occupied by, the Company and one of its Subsidiaries, as the case may be, holds record, good, valid, legal and marketable title to the Smartposting Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances, and the land use rights relating to the Smartposting Owned Real Property have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. Each Smartposting Group Company has duly complied in all material respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or certificate or real property purchase contract in relation to any Smartposting Owned Real Property owned by it. The Smartposting Owned Real Property is and remains in conformity in all material respects with all applicable building codes and standards, construction and building, fire prevention, safety, planning or zoning Law. (collectivelyb) Section 3.15(b) of the Disclosure Schedule sets forth, as of the date of this Agreement, a true, correct and complete list of each Smartposting Leased Real Property, including the Improvements thereonstreet address, the “name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease relating thereto, all amendments thereof, the rent payable, security deposit, maintenance and other similar charges, and any advance rent paid thereunder. Each of the Smartposting Group Companies has valid leasehold interests in all of their respective Smartposting Leased Real Property”), free and clear of all Encumbrances, other than Permitted Encumbrances, and sets forth a description each lease agreement of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto such Smartposting Leased Real Property (collectively, the “Smartposting Lease Agreements”) is valid, binding and enforceable. None of the Smartposting Group Companies is delinquent in respect of any rent, rates and other charges for which the tenant is responsible under the Lease Agreements and there exists no default or event of default (or event which with or without notice or lapse of time or both would become a default) on the part of any Smartposting Group Company, as applicable. Each of the Smartposting Group Companies has observed and performed all restrictions and covenants on the part of the tenant and the conditions contained in the Lease Agreements in all material respects. Each of the Smartposting Group Companies enjoys peaceful and undisturbed possession of the Smartposting Leased Real Estate Leases”)Property under all such Lease Agreements. True and complete copies There are no written or oral subleases, licenses or agreements granting to any other Person the right of all use or occupancy of any Smartposting Leased Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to ParentProperty. (c) To the Knowledge Section 3.15(c) of the CompanyDisclosure Schedule sets forth a true, there are no facts correct and complete list of each item of personal assets and properties owned by each Smartposting Group Company with an original purchase price of US$100,000 or conditions affecting any greater. Each Smartposting Group Company has valid and subsisting ownership or leasehold interests in all of the buildings, structures, fixtures material tangible personal assets and improvements (the “Improvements”) located on the Leased Real Property that, properties used or leased for use by such Smartposting Group Company in the aggregate, would reasonably be expected to materially interfere connection with the Company and/or its Subsidiaries current use, occupancy or operation conduct of the Leased Real Property taken as a wholeBusiness, free and clear of all Encumbrances, other than Permitted Encumbrances. (d) Each All Smartposting Owned Real Estate Lease (i) is in full force Property, Smartposting Leased Real Property, machinery, vehicles, equipment and effect personal assets and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 properties used in the modificationsBusiness are in good condition, amendments, supplements, waivers normal wear 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 the applicable Company Subsidiariestear excepted. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. Except as set forth in Section 3.16 of the KeyTech Disclosure Letter: (a) None KeyTech or any of its Subsidiaries has (i) a good and valid title, leasehold or sublease interest or other comparable contract right in the real property (including licenses granted pursuant to Schedule 2 of the Company ICTA Law) that KeyTech or any Company Subsidiary owns any of its Subsidiaries (x) leases, subleases or otherwise occupies without owning (each such real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property” and each such lease, sublease or comparable right, a “Lease”) or (y) owns (each such real property, an “Owned Real Property”), and sets forth (ii) good, valid and marketable title to, or a description valid leasehold, sublease interest or other comparable contract right in, the other tangible assets and properties necessary to the conduct of any its business as currently conducted, in each of clauses (i) and (ii), free and clear of all Encumbrances except for Permitted Encumbrances. (b) KeyTech and its Subsidiaries are in compliance in all material respects with the terms of all Leases, and all leases, subleases, sub-subleases, licenses Leases are in full force and purchase options to which the Company effect. KeyTech has not received any written notice that it is in default under any Lease or any Company Subsidiary notification of disputes with any third party relating to any Lease, nor, to the Knowledge of KeyTech, is any other party to such Lease in default thereunder. No event has occurred, which, after the giving of notice, with lapse of time or both, would constitute a default by KeyTech under any Lease or, to the Knowledge of KeyTech, any other 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 Parentunder such Lease. (c) To the Knowledge of the Company, there are There has been no facts material breach by KeyTech or conditions affecting any of the buildingsits Subsidiaries of any applicable Law, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, bye-law or Permit in the aggregate, would reasonably be expected to materially interfere connection with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeproperties. (d) Each No “development” as defined in the Development and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ of Bermuda (the “Planning Act”) has been carried out on the Owned Real Estate Lease (i) is Properties without planning permission first having been granted, or otherwise in full force and effect and constitutes the valid and legally binding obligation contravention of the Company Planning Act or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 any condition contained 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 planning permission granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiariesfor such development. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Except as set forth on Schedule 4.14, Triad and Global has good and valid title to all of the Company properties and assets, reflected on the Financial Statements as owned by it or thereafter acquired, except properties or assets sold or otherwise disposed of in the ordinary course of business, free and clear of any Company Subsidiary and all mortgages, liens (excluding liens for current Taxes, as defined in subparagraph 4.17, (b) hereof), pledges, claims, charges and encumbrances of any nature whatsoever. All plants, structures and equipment which are utilized in the Business, or are material to the condition (financial or otherwise) of Triad or Global are owned or leased by Triad or Global. Neither Triad nor Global owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, . Neither Triad nor Global is a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed party to, or otherwise occupied byunder any agreement to become a party to, any lease with respect to real property other than the Company and its Subsidiaries, as applicable leases listed in Schedule 4.14 (collectively, including the Improvements thereon, the “Leased Real Property”"Leases"), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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) which have been made available provided to Parent. (c) To the Knowledge of the CompanyPurchasers. Each Lease is in good standing, there are no facts or conditions affecting any of the buildings, structures, fixtures creates a good and improvements (the “Improvements”) located on the Leased Real Property that, valid leasehold estate in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) property thereby demised and is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its termswithout amendment, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally disclosed in Schedule 4.14. With respect to each Lease (i) all rents and by general principles of equityadditional rents have been paid, (ii) no waiver, indulgence or postponement of the lessee's obligations has not been amended or modified in any material respect except as reflected in granted by the modificationslessor, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except there exists no event of default or event, occurrence, condition or act (including the completion of the transactions contemplated by this Agreement) which, with respect to the giving of notice, the lapse of time or the happening of any Permitted Liens granted other event or condition, would become a default under the terms of any Lease, and (iv) to the best knowledge of the Real Estate LeasesShareholders, has not been assigned in any manner by the Company or any all of the applicable Company Subsidiaries. covenants to be performed by any party (eother than either Triad or Global) Neither under the Company nor any Lease have been fully performed. Schedule 4.14 contains a list of all of the Company Subsidiaries has received Leases setting out, in respect of each Lease, a notice description of default the leased premises (by municipal address and proper legal description), the term of the Lease, the rental payments under the Lease (specifying any Real Estate Lease during breakdown of base rent and additional rents), any rights of renewal and the last six (6) months which remains uncuredterm thereof, and any restrictions on assignment or change of control of Triad or Global, as the case may be.

Properties. (a) None of Neither the Company nor any of its Subsidiaries owns or any Company Subsidiary owns has ever owned any real property. (b) Section 4.15(b4.18(b) of the Company Disclosure Letter containssets forth a true and complete list, 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 which is leased, subleased, sub-subleased, leased by or licensed to, or otherwise occupied by, for the benefit of the Company and or any of its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”). The Leased Real Property constitutes all material interests in real property currently used, occupied or held for use and sets forth a description necessary in connection with the business of any the Company and its Subsidiaries as currently conducted. (c) The Company or one of its Subsidiaries has good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens (except for Permitted Liens). The Company has made available to Parent copies of all leases, subleases, sub-subleasesor licenses, licenses and purchase options to which the Company or any Company Subsidiary is a party all material amendments thereto and modifications thereof, with respect thereto (collectively, to 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as by the Company or one of its Subsidiaries (each, a whole“Real Property Lease”). (d) Each of the Company and its Subsidiaries has complied with the terms of all Real Estate Lease (i) Property Leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not been and constitutes would not reasonably be expected to be material to the valid Company and legally binding obligation its Subsidiaries, taken as a whole. Provided any landlord consents as may be set forth on Section 4.18(d) of the Company or the applicable Company Subsidiary which is a party theretoDisclosure Letter are obtained, as applicableall Real Property Leases, enforceable unless expired, shall remain valid and binding and in full force and effect in accordance with its terms, their terms following the Effective Time (except as enforcement to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally and or by 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 the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries). (e) Neither The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all material tangible assets that are necessary for the Company nor any and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens (other than Permitted Liens). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries has received a notice of default under any Real Estate Lease during the last six is in good working order (6) months which remains uncuredreasonable wear and tear excepted).

Properties. (a) None The Company or its subsidiaries has good, valid and, in the case of the Owned Properties (as defined below), marketable fee title, to all of the (i) real property and interests in real property indicated as being owned by the Company and its subsidiaries in the financial statements included in the SEC Reports, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties"), and (ii) leasehold estates in all leased real properties indicated as being leased by the Company and its subsidiaries in the financial statements included in the SEC Reports, except leasehold interests terminated in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way and other similar restrictions and encumbrances ("Encumbrances"), except where the failure to have such marketable fee title would not interfere in any material respect with the conduct of business of the Company or any Company Subsidiary owns any real propertyas currently conducted. (b) Section 4.15(b) of the Company Disclosure Letter 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 which No consent or approval is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of required to be obtained under any and all leases, subleases, sub-subleases, licenses and purchase options to agreement by which the Company or any Company Subsidiary is of its subsidiaries has obtained a party leasehold interest in any Leased Property (each such agreement a "Lease") by or with respect thereto (collectively, to 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 Company or any subsidiary of the Company, there are and no facts right of termination shall arise under any Lease nor does any landlord have the right to increase the rent payable under any Lease, in each case in connection with the execution and delivery of this Agreement by the Company or conditions affecting the consummation by the Company of the transactions contemplated hereby, except to the extent that any of the buildingsforegoing, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, individually or in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as not have a wholeMaterial Adverse Effect. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (ec) Neither the Company nor any of its subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, are material to the Company. (d) Neither the Company Subsidiaries nor any of its subsidiaries (or any of the affiliates of any of the foregoing) has received a notice of default an ownership, financial or other interest in the landlord under any Real Estate Lease during of the last six (6) months Company Leases, which remains uncuredexceeds a 50% ownership, financial or other interest in such landlord.

Properties. (ai) None 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 date hereof, (A) Cousins has delivered to or made available to Parkway a true and complete copy of each lease, sublease, sub-sublease, license and other agreement under which Cousins or any Company Subsidiary owns 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. property (beach, a “Cousins Lease”), (B) to the knowledge of Cousins, as of the date hereof, each Cousins Lease is in full force and effect, and neither Cousins nor any of its Subsidiaries nor, to the knowledge of Cousins, any other party to a Cousins Lease, is in default 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 4.15(b3.2(o)(i) of the Company Cousins Disclosure Letter containsor 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 true right to cancel or terminate such Material Cousins Lease prior to the end of the current term, and (2) none of Cousins or any Cousins Subsidiary has received notice of any insolvency or bankruptcy proceeding involving any tenant under any Material Cousins Lease where such proceeding remains pending. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a 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 knowledge of Cousins, threatened with respect to any material portion of any of the Cousins Properties. Except for the 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 names 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 fee ownersCousins 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, landlordsand 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, tenantsright of way easements, subtenants and subother 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-subtenantsreal 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 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 are parties as lessors or sublessors with respect to each of the applicable Cousins Properties, and (B) identify the rent 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, of in all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, material respects in accordance with Law and the Company and its Subsidiaries, as applicable Cousins Leases. (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). viii) True and complete in all material respects copies of all Real Estate Leases (including ground leases pursuant to which Cousins or any of its Subsidiaries is the lessee of any Cousins Property as of the date hereof, together with all amendments, modifications, amendments, supplements, waivers renewals and side letters extensions related thereto) , have been made available to ParentParkway on or prior to the date hereof. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. Except as set forth in Section 4.14 of the ATN Disclosure Letter: (a) None of BDC has (i) a good and valid title, leasehold or sublease interest or other comparable contract right in the Company real property that BDC (x) leases, subleases or any Company Subsidiary owns any otherwise occupies without owning (each such real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true “BDC Leased Real Property” and complete list of the names of the fee ownerseach such lease, landlordssublease or comparable right, tenantsa “BDC Lease”) or (y) owns (each such real property, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the an “Leased BDC Owned Real Property”), and sets forth (ii) good, valid and marketable title to, or a description valid leasehold, sublease interest or other comparable contract right in, the other tangible assets and properties necessary to the conduct of any its 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 all leases, subleases, sub-subleases, licenses BDC Leases are in full force and purchase options to which the Company effect. BDC has not received any written notice that it is in default under any BDC Lease or any Company Subsidiary notification of disputes with any third party relating to any BDC Lease, nor, to the Knowledge of ATN, is any other party to such BDC Lease in default thereunder. No event has occurred, which, after the giving of notice, with lapse of time or both, would constitute a default by BDC under any BDC Lease or, to the Knowledge of ATN, any other 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 Parentunder such BDC Lease. (c) To the Knowledge There has been no material breach by BDC of the Companyany applicable Law, there are no facts bye-law or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, Permit in the aggregate, would reasonably be expected to materially interfere connection with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeproperties. (d) Each No “development” as defined in the Planning Act has been carried out on the BDC Owned Real Estate Lease (i) is Properties without planning permission first having been granted, or otherwise in full force and effect and constitutes the valid and legally binding obligation contravention of the Company Planning Act or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 any condition contained 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 planning permission granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiariesfor such development. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Neither the Company or nor any Company Subsidiary owns currently owns, or has ever owned, any real property. (b) Section 4.15(b) of the Company Disclosure Letter Schedules 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 which that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its the Company Subsidiaries, as applicable (collectively, including the Improvements thereonsuch property, the “"Leased Real Property”"), and sets forth a description list of any and all leases, subleases, sub-subleases, licenses 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 (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid a valid, binding and legally binding enforceable obligation of the Company or one of the applicable Company Subsidiary which is a party theretoSubsidiaries, as applicablethe case may be, enforceable in accordance with its termsand, except as enforcement may be limited by bankruptcyto the Knowledge of the Company, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, the other parties thereto,; (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers supplements and side letters thereto made available to Parent Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been subleased, assigned or licensed in any manner by the Company or any of the applicable Company Subsidiaries. (ed) Neither There is no existing default or event of default by the Company nor or any of the Company Subsidiaries has received a notice Subsidiaries, or, to the Knowledge of default the Company, any other party thereto, under any Real Estate Lease during Lease, nor, to the last six Knowledge of the Company, any event which with notice or lapse of time or both would constitute a default thereunder by the Company or any Subsidiary (6as applicable) months which remains uncuredor any other party thereto. The Company 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 the business of the Company and the Company Subsidiaries as presently conducted at such Leased Real Property. (f) The Company and the Company Subsidiaries have not received any written notice of (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 as presently conducted at such Leased Real Property. (g) The Company and the Company Subsidiaries have not pledged, mortgaged, or otherwise granted any Liens on their leasehold interests in any Leased Real Property.

Properties. (a) None of Sellers own no fee simple interest in Real Property, and have no obligation to purchase or acquire, now or in the Company or future, any Company Subsidiary owns any real propertyfee simple interest in Real Property. (b) Section 4.15(b3.8(b) of the Company Sellers' Disclosure Letter containsSchedule sets forth a true, as of the date of this Agreement, a true correct and complete list of the names of the fee owners, landlords, tenants, subtenants all leases and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectivelyother agreements, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect amendments thereto (collectively, the “"Real Estate Property Leases”"), under which Sellers have the right to use or occupy, now or in the future, any real property, including the land, buildings and other improvements (the "Real Property"). True Except in connection with the Bankruptcy Petition, each Real Property Lease is valid, binding and complete copies in full force and effect, all rent and other sums and charges payable by Sellers or their affiliates as tenants thereunder are current, no notice of all default or termination under any Real Estate Leases (including all modificationsProperty Lease is outstanding, amendmentsno termination event or condition or charged default on the part of Sellers or their affiliates as tenants or landlords exists under any Real Property Lease. Sellers have not received notice, supplementsand have no Knowledge, waivers and side letters thereto) have been made available to Parentof any event that has occurred or condition that exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition. (c) To Sellers have not received notice, and have no Knowledge, of any pending, threatened or contemplated condemnation proceeding affecting the Knowledge Real Property or any part thereof, or of any sale or other position of the CompanyReal Property or any part thereof, in lieu of condemnation. (d) Sellers have valid leasehold interests in the Real Property, free and clear of any Encumbrances, except for Real Estate Permitted Encumbrances or as otherwise set forth in Section 3.8(b) of Sellers' Disclosure Schedule. (e) Use of the Real Property for the various purposes for which it is presently being used is permitted under applicable zoning Laws and is not subject to "permitted non-conforming" use or structure classifications. All Improvements are in material compliance with applicable Laws, including those pertaining to zoning, building and the disabled. No part of any Improvement encroaches on any real property not included in the Real Property, and there are no facts or conditions affecting any of the buildings, structures, fixtures and or other improvements (the “Improvements”) located primarily situated on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary adjoining property which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 encroach on 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 part of the Real Estate LeasesProperty, has not been assigned in any a manner by the Company or any of the applicable Company Subsidiariesthat would cause a Material Adverse Effect. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company or any its Subsidiaries have good title to, or valid leasehold interests in, free and clear of all Liens except Permitted Liens, (i) all of the Real Property and (ii) all other property and assets reflected on the Company Subsidiary owns any real propertyBalance Sheet or acquired after the Company Balance Sheet Date, except, in each case, as have been or will be disposed of since the Company Balance Sheet Date in the ordinary course of business prior to the date of this Agreement or as expressly permitted by this Agreement. (b) Section 4.15(b4.14(c) of the Company Disclosure Letter containssets forth a list of material real property owned by the Company or its Subsidiaries (collectively, as the “Owned Real Property”). (c) Section 4.14(c) of the date of this Agreement, Company Disclosure Letter sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all material real property which is leasedoccupied by the Company or any of its Subsidiaries pursuant to a lease, subleasedsublease, sub-subleasedlicense or other similar use or occupancy agreement (such real property, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). Except as has not been, and would not reasonably be expected to be, individually or licensed toin the aggregate, or otherwise occupied by, material to the Company and its Subsidiaries, taken as applicable a whole, (collectivelyi) each lease or sublease or other agreement (each, including the Improvements thereontogether with all amendments or modifications thereto and guaranties thereof, the a “Leased Material Real PropertyProperty Lease”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to ) under which the Company or any of its Subsidiaries uses or occupies any such Leased Real Property is valid and binding against the Company Subsidiary is a and any of its Subsidiaries party with respect thereto (collectivelythereto, and to 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 knowledge of the Company, there are no facts or conditions affecting any of the buildingsother party thereto, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Material Real Property Lease, has not been amended violated any provision of, or modified in taken or failed to take any material respect except as reflected in the modificationsact which, amendmentswith or without notice, supplementslapse of time, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted or both, would constitute a default under the terms provisions of any of the such Material Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. (e) Property Lease. Neither the Company nor any of the Company its Subsidiaries has received a any notice of default in writing that it has breached, violated or defaulted under any Material Real Estate Property Lease during the last six (6) months which where such breach, violation or default remains uncured. (d) The Real Property is all of the material real property that is used in connection with the conduct of the business as currently conducted. Except as set forth in Section 4.14(d) of the Company Disclosure Letter, as of the date hereof, neither the Company nor any Subsidiary of the Company is a party to any agreement providing principally for the purchase or sale of any material real property or interest therein for an amount in excess of $2 million.

Properties. (a) Set forth on Schedule 3.6(a)(i) is a list of all properties in which the Company holds a leasehold or other possessory interest ("Leased Properties") along with a full description of the respective leases or other agreements granting such rights ("Leases"). There are no other leases, licenses, options to lease, leasehold mortgages, security agreements or other similar types of agreements whether oral or written with respect to the Company's interest in the Leased Properties that are currently in force or executed but not yet effective. A true and complete copy of each of the Leases (including all amendments and material correspondence related to the Leases) has been delivered to the Purchaser and is fully described on Schedule 3.6(a)(i). The Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Properties for the full term described in the respective Leases. The Company has the right to, and has, exclusive possession of all of the Leased Properties and there are no subleases, licenses or other occupancy agreements for use of any of the Leased Properties whether oral or written that are currently in force or executed but not yet effective (other than the Leases). The rent currently being paid by the Company with respect to the Leased Properties is as reflected in the Leases. There is no default by any party under the Leases or under any restrictive covenant affecting any of the Leased Properties and no event has occurred or circumstance exists that with the passage of time or the giving of notice would amount to a default under any of the Leases or such restrictive covenants. No consent is required of any party when there is a transfer of stock of the Company nor shall such transfer be deemed a default under any of the Leases, except as otherwise disclosed on Schedule 3.6(a)(i). In connection with the leases listed on Schedule 3.6(a)(i), requiring the landlord's consent with respect to the sale of the Company's Capital Stock pursuant to this Agreement, on or before the Closing the Company shall obtain an unconditional written consent from each landlord under each of such leases. There are no unpaid commissions or other similar fees due to any broker, agent, or other party with regard to any of the Leases. The Company has fully discharged all obligations to make any improvements to any of the Leased Properties, other than as set forth on Schedule 3.6(a)(i). None of the Sellers have received any citation, subpoena, summons or other notice from any governmental or regulatory agency alleging a violation of, or asserting liability under, any laws applicable to the Leased Properties or the improvements located thereon including, without limitation, any building, zoning, fire safety, environmental protection, parking, architectural barriers to the handicapped, occupational safety or other applicable law and the Company is not in violation of any of such laws. There are no pending or, to the knowledge of Sellers threatened, condemnation or appropriation proceedings against any of the Leased Properties. The Company Subsidiary owns does not own any fee interest in any real propertyestate. No real property owned, leased, or licensed by the Company lies in an area which is, or to the knowledge of the Sellers will be, subject to zoning, use, or building code restrictions that would prohibit the continued effective ownership, leasing, licensing, or use of such real property in the business which the Company is now engaged. (b) Section 4.15(bSet forth in Schedule 3.6(b) of the Company Disclosure Letter contains, as of the date of this Agreement, is a true and complete list of all tangible personal properties and tangible assets (other than accounts receivable and real property) exceeding Ten Thousand ($10,000.00) Dollars (U.S.) individually or Ten Thousand ($10,000.00) Dollars (U.S.) for single categories of assets (in each case as reflected on the names of Last Balance Sheet) owned by the fee ownersCompany or leased or licensed by the Company from or to a third party. All such properties and assets owned by the Company are reflected on the Last Balance Sheet (except for acquisitions subsequent to the Last Balance Sheet Date which are noted on Schedule 3.6(b)). All such properties and assets owned, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, by the Company are in good and its Subsidiaries, usable condition (reasonable wear and tear which is not such as applicable (collectively, including to affect adversely the Improvements thereon, operation of the “Leased Real Property”), and sets forth a description business of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”excepted). 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 All accounts and notes receivable reflected on the Knowledge Last Balance Sheet, or arising since the Last Balance Sheet Date, have been collected, or are and will be good and collectible, in each case with respect to at least ninety five (95%) percent of the Companyaggregate recorded amounts thereof without right or recourse, there are no facts defense, deduction, return of goods, counterclaim, offset, or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeset-off. (d) Each Real Estate Lease The Company has received no notification, nor to the Sellers' knowledge, are they aware, that (i) Hazardous Materials have been generated, used, treated or stored on, or transported to or from, any property that is in full force and effect and constitutes leased, owned, or used by the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityCompany, (ii) has not Hazardous Materials have been amended released or modified in disposed of on any material respect except as reflected in the modificationssuch property, amendments, supplements, waivers and side letters thereto made available to Parent and or (iii) except the Company is not in compliance in all material respects with applicable Environmental Laws and the requirements of any permits issued under such Environmental Laws with respect to any Permitted Liens granted under such property. There are no pending or, to the terms of any knowledge of the Real Estate LeasesSellers threatened claims, has not been assigned in suits, demands, investigations, proceedings or other actions relating to any manner by the Company or Environmental Law with respect to any of the applicable Company Subsidiariessuch property. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, Seller has provided to Buyer a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, leased by Seller or licensed to, or otherwise occupied by, its Subsidiaries pursuant to leases providing for the Company occupancy of facilities in excess of 10,000 square feet (collectively "Material Lease(s)") and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 location of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected premises. With respect to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole.each such Material Lease: (d) Each Real Estate Lease (i) the lease is legal, valid, binding, enforceable against Seller subject to the Bankruptcy and Equity Exception, and in full force and effect; (ii) the lease will continue to be legal, valid, binding, enforceable and in full force and effect and constitutes immediately following the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable Closing in accordance with the terms thereof as in effect prior to the Closing; (iii) neither Seller nor, to the Seller's knowledge, any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; and (iv) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; except, in the case of clauses (i) through (iv) that the same is not reasonably likely to have a Seller Material Adverse Effect. (b) Seller has provided to Buyer a true and complete list of all real property that Seller or any of its termsSubsidiaries owns (the "Owned Real Property"). With respect to each such parcel of Owned Real Property (a) Seller or the identified Subsidiary has good and clear record and marketable title to such property, insurable by a recognized - 13 - national title insurance company at standard rates, free and clear of any security interest, easement, covenant or other restriction, except as enforcement may be limited by bankruptcyfor recorded easements, insolvencycovenants and other restrictions which do not materially impair the current uses or occupancy of such property; (b) there are no (i) condemnation proceedings pending or, reorganization to Seller's knowledge, threatened relating to such parcel or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has litigation or administrative actions pending or, to Seller's knowledge, threatened relating to such parcel; (c) the legal description for such parcel contained in the deed thereof describes such parcel fully and adequately; the buildings and improvements located thereon are located within the boundary lines of the described parcels of land, are not in violation of current setback requirements, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land as heretofore used; and such parcel is not subject to any restriction for which any permits or licenses necessary to the use thereof as heretofore used have not been amended obtained; (d) there are no leases, subleases or modified in agreements granting to any material respect except as reflected in party or parties the modificationsright of use or occupancy of any portion of such parcel; and (e) to Seller's knowledge, amendmentseach parcel is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (i) to fulfill any zoning, supplementsbuilding code or other municipal or governmental requirement; (ii) for structural support or the furnishing of any essential building systems or utilities, waivers including but not limited to electric, plumbing, mechanical, heating, ventilating and side letters thereto made available to Parent and air conditioning systems; or (iii) except with respect to any Permitted Liens granted under fulfill the terms requirements of any lease. To Seller's knowledge, no building or other improvement not included in the parcel relies on any part of the Real Estate Leasesparcel to fulfill any zoning, has not been assigned in building code or other municipal or governmental requirement or for structural support or the furnishing of any manner essential building systems or utilities. Such parcel is assessed by the Company local property assessors as a tax parcel or any of the applicable Company Subsidiariesparcels separate from all other tax parcels. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None (i) The Company and each of its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible assets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any Company Subsidiary owns any real propertyof its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(b5.24(b) of the Company Disclosure Letter containsSchedule sets forth a complete and correct list of all real property and interests in real property, as if any, currently owned in fee by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.24(b) of the date of this Agreement, Company Disclosure Schedule sets forth (i) a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, subleased or otherwise occupied by, by the Company and or any of its SubsidiariesSubsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $150,000 or more (each, as applicable (collectively, including the Improvements thereon, the a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and sets forth (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleasessubleases and other agreements (each, sub-subleasesa “Lease Agreement”) of the Leased Real Property are valid, licenses binding and purchase options to which in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in the Company’s or its applicable Subsidiary’s interest in such Lease Agreement. The Company Subsidiary is and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Lease Agreement, and there are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a material default or breach by any 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 Parentunder any Lease Agreement. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the With respect to each Leased Real Property thatProperty, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither neither the Company nor any of the Company its Subsidiaries has received subleased, licensed or otherwise granted anyone a notice right to use or occupy such Leased Real Property or any portion thereof. The Company and each of default under any its Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Estate Lease during Property and the last six (6) months which remains uncuredLeased Real Property.

Properties. (ai) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete A list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, owned or licensed to, or otherwise occupied by, 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, as applicable Subsidiaries has good and marketable title to all real property owned by it (collectively, including the Improvements thereon, the “Leased Real Property”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 sets forth a description clear of any and all leases, subleases, sub-subleases, licenses and purchase options Liens except Permitted Liens. Each lease pursuant to which the Company or any of its Subsidiaries, as lessee, leases real property is valid and in full force and effect as to the Company Subsidiary 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 a party with respect thereto (collectivelyin default or in violation, the “Real Estate Leases”)in each case in any material respect, of any material provisions of any such lease. True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been The Company has previously delivered or made available to Parent. Purchaser a complete and correct copy of each such lease of real property. All real property owned or leased by the Company or any of its Subsidiaries is in all material respects in a good state of maintenance and repair (c) normal wear and tear excepted), conforms in all material respects with all applicable ordinances, regulations and zoning laws and is considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the Knowledge of the Company, there are no facts or conditions affecting any none of the buildings, structures, fixtures and structures or other improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy any real property owned or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 leased by the Company or any of the applicable Company Subsidiariesits Subsidiaries encroach upon or over any adjoining parcel or real estate or any easement or right-of-way. (eii) Neither 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 tangible personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of the Company its Subsidiaries has received a notice of is in default under the terms of any Real Estate Lease during such lease, except where it has not had and would not reasonably be expected to have a Material Adverse Effect on the last six (6) months which remains uncuredCompany.

Properties. (ai) None A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in Section 3.2(s) of the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable fee simple title to all real property owned by it, in each case free and clear of any Liens except (A) liens for Taxes not yet due and payable, (B) such easements, restrictions, encumbrances or other matters of record or that would be shown on a survey, if any, that do not materially interfere with the present use of the properties subject thereto or affected thereby and (C) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such real property and that are not violated by the current use or occupancy of such real property or the operation of the business of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real PropertyPermitted Liens”). No real property owned by the Company or any of its subsidiaries is subject to any right of first offer, and sets forth a description right of first refusal or any and all leases, subleases, sub-subleases, licenses and other option to purchase options held by any third party. Each lease pursuant to which the Company or any of its Subsidiaries as lessee or lessor, leases real or personal property is valid and in full force and effect and neither the Company Subsidiary nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any such lease, is a party with respect thereto (collectively, the “Real Estate Leases”)in default or in violation of any material provisions of any such lease. True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been The Company has previously made available to Parent. (c) MHC and Parent a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the Knowledge of the Company, there are no facts or conditions affecting any none of the buildings, structures, fixtures and structures or other improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy any real property owned or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 leased by the Company or any of the applicable Company Subsidiariesits Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way or is subject to any encroachments from abutting properties. (eii) Neither 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 the Company its Subsidiaries has received a notice of is in default under the terms of any Real Estate Lease during the last six (6) months which remains uncuredsuch lease.

Properties. (a) None The Company and its Subsidiaries have good title to, or good and valid leasehold interests in, all property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business of the Company and its Subsidiaries in a manner consistent with past practice, in each case free and clear of all Liens (other than Permitted Liens). (b) Neither the Company nor any of its Subsidiaries has owned or any Company Subsidiary owns any real property. (bc) Section 4.15(bEach lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee) is valid and in full force and effect. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company Disclosure Letter containsany other party to a Lease, as has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time or both, would constitute a breach or default under the provisions of such Lease, except for those breaches or defaults that, individually or in the aggregate, have not and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice that it, or any other party to any Lease, has breached, violated or defaulted under any Lease in any material respects. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein (other than any Permitted Liens). As of the date of this Agreement, a true Schedule 3.15(c) of the Disclosure Letter sets forth an accurate and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options Leases to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect thereto (collectivelyparty, in each case identifying the “Real Estate Leases”). True tenant or lessee and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers the landlord or lessor under each such Lease and side letters thereto) have been made available to Parent. (c) To the Knowledge address of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere real property associated with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholesuch Lease. (d) Each As used in this Agreement, “Leased Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 Property” shall mean all real property leased by the Company or any of the applicable Company Subsidiaries. (e) Neither its Subsidiaries under any Lease, together with all rights, title and interest of the Company nor or any of its Subsidiaries in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith. The Leased Real Property constitutes all of the real property used by the Company or any of its Subsidiaries in the operation of their respective businesses. Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) all personal property owned or leased by the Company or any of its Subsidiaries are usable for their intended purposes in the ordinary course of, and are sufficient for the operation of, the business of the Company and its Subsidiaries in a manner consistent with past practice, (ii) the Leased Real Property are in good condition and repair (subject to normal wear and tear), and (iii) the Leased Real Property has access to and from public roads and are currently supplied with such utilities, which access and utilities are sufficient for the operation of the business of the Company and its Subsidiaries as currently conducted. No Person leases, subleases, licenses or otherwise has the right to use or occupy, and no Person is in possession of, any of the Leased Real Property other than the Company Subsidiaries has received a notice or any Subsidiary of default under any Real Estate Lease during the last six (6) months which remains uncuredCompany.

Properties. Schedule 3.7 lists and describes briefly (ai) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, that the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True Subsidiaries own 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available all real property leased 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 the applicable Company Subsidiaries. , the location, the rent and the expiration dates, if any, under such leases. The Company has good and marketable title to, or a valid leasehold or license interest in, all tangible properties and assets (ereal, personal and mixed) Neither reflected on the Company nor any Balance Sheet or acquired after the date thereof (except for properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Subsidiaries Balance Sheet) necessary for the present or proposed conduct of its business, free and clear of any and all Liens, subject only to (i) statutory Liens arising or incurred in the ordinary course of business with respect to which the underlying obligations are not delinquent, (ii) Liens reflected on the Company Balance Sheet or notes thereto, (iii) Liens for taxes, assessments or other governmental charges or levies which are not yet due and payable or which are being contested in good faith in appropriate proceedings and as to which adequate reserves have been set aside, and (iv) Liens which are not substantial in character, amount, or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affect thereby. The Company and each Company Subsidiary has received a notice valid leasehold interest under each such lease, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Estate Lease during such lease or, to the last six Company's Knowledge (6) months as defined in Section 3.17 hereof), by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, except for defaults that are not likely to result in a Business Unit Material Adverse Effect. The Company has heretofore delivered or agreed to make available to News Corp. copies of all of the material written leases and licenses described on Schedule 3.7, together with all amendments thereto. Schedule 3.7 also sets forth those leases or licenses for which remains uncuredthird-party consents as a result of the Transactions are required.

Properties. (a) None Each of the Company Loan Parties has good and marketable title to, or any Company Subsidiary owns any real propertya valid leasehold interest in, all their material properties and assets, free and clear of all liens, except as disclosed in Schedule 7.18 and for Permitted Liens. (b) Section 4.15(b) of the Company Disclosure Letter containsSchedule 7.18 sets forth a true and complete list, 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 applicablehereof, of all each lease or sublease relating to real or personal property which is leased, subleased, sub-subleased, or licensed to, interests in real or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth personal property leased by a description Loan Party that involves annual rental payments by a Loan Party of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company $250,000 or any Company Subsidiary is a party with respect thereto more (collectively, the “Real Estate Material Leases”). True As of the date hereof, all rents and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) additional rents due to date on each Material Lease have been made available paid; in each case, the lessee has been in peaceable possession since the commencement of the original term of such Material Lease and is not in default thereunder and no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; and there exists no event of default by the lessee or event, occurrence, condition or other act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default by the lessee under such Material Lease. As of any date after the date hereof that this representation is deemed to Parentbe made, all rents and additional rents due to date on each Material Lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the original term of such Material Lease and is not in default thereunder and no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; and there exists no event of default by the lessee or event, occurrence, condition or other act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default by the lessee under such Material Lease, except for any default which has not had, and is not likely, alone or in the aggregate, to have, a Material Adverse Effect on the Borrower, ▇▇▇▇▇ or Exchange Sub, taken as a whole, or individually. (c) To the Knowledge Each of the Company, there are no facts or conditions affecting Loan Parties has performed all obligations required to be performed by it with respect to all assets and properties leased by it through the date hereof and has not violated any of the buildingsterms or conditions under such lease, structuresexcept where the failure to perform or violation of the terms or conditions under such lease has not had, fixtures and improvements (the “Improvements”) located on the Leased Real Property thatis not likely, alone or in the aggregate, would reasonably be expected to materially interfere with have a Material Adverse Effect on the Company and/or its Subsidiaries current useLoan Parties, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company , or the applicable Company Subsidiary Borrower, ▇▇▇▇▇ or Exchange Sub, individually. All buildings and all fixtures, equipment and other property and assets which is a party theretoare held under leases or subleases by the Borrower, as applicable▇▇▇▇▇ or Exchange, enforceable in accordance with its termsare held under valid leases or subleases, except as enforcement may be limited by bankruptcy, insolvency, reorganization where the failure to obtain such leases or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) subleases has not been amended had, and is not likely, alone or modified in any material respect except as reflected in the modificationsaggregate, amendmentsto have a Material Adverse Effect on the Borrower, supplements▇▇▇▇▇ or Exchange Sub, 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 taken as a whole or any of the applicable Company Subsidiariesindividually. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Section 4.16(a) of the Company Disclosure Letter sets forth a correct and complete (in all material respects) list, as of the date hereof, of the common name and street address of each facility and real property owned, leased (as lessee or sublessee), including ground leased, or under contract for purchase or lease by the Company or any Company Subsidiary as of the date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Except as set forth in Section 4.16(a) of the Company Disclosure Letter, (i) to the knowledge of the Company, the legal descriptions of the Company Properties set forth in the Company Title Insurance Policies describe, in all material respects, the legal descriptions of the Company Properties (other than any portions thereof that may have been transferred by the Company or any Company Subsidiary (x) in connection with an eminent domain or similar proceeding or (y) in connection with the sale thereof to a third party prior to the date hereof, provided that rental income and operating expenses arising from any such real property that is the subject of such a sale prior to the date hereof is not reflected in the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2014), and (ii) as of the date hereof there are no real properties (or ownership interests therein) that the Company or any Company Subsidiary is obligated to buy, sell, lease or sublease (other than pursuant to Company Leases) at some future date. (b) The Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens. A correct and complete copy, in all material respects, of each policy of title insurance (each, a “Company Title Insurance Policy” and collectively, the “Company Title Insurance Policies”) issued with respect to any Company Property insuring such fee simple or leasehold title in the Company or a Company Subsidiary, as applicable, under which the Company or a Company Subsidiary is the insured, in the possession of the Company or any Company Subsidiary owns has been previously delivered or made available to Parent. For the purposes of this Agreement, “Company Permitted Liens” shall mean any real property. (bi) Liens relating to any Indebtedness, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet due and payable 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) Company Material Contracts or other non-material contracts, (iv) Liens imposed in connection with zoning regulations, permits and licenses, (v) Liens that are disclosed on the Company Title Insurance Policies, including easements, covenants, rights-of-way, and other similar restrictions of record, (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 that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings, (vii) any statutory landlords’ Liens and Liens granted to landlords under any lease, (viii) the rights of tenants under Company Leases, and (ix) any other Liens (including easements, covenants, rights-of-way, and other similar restrictions of record), limitations, restrictions or title defects that do not materially impair the value of any Company Property or the continued use and operation of any Company Property as currently used and operated. Except as set forth in Section 4.15(b4.16(b) of the Company Disclosure Letter containsLetter, as of to the date of this AgreementCompany’s knowledge, (x) no title company that issued a true and complete list of Company Title Insurance Policy has disclaimed or challenged, in written notice to the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, Company or licensed to, or otherwise occupied byany Company Subsidiary, the validity or force and effect of any such Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”)Title Insurance Policy, and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which (y) no claim has been made by the 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 Parentagainst any such Company Title Insurance Policy. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company All real property owned or leased by PBB or any Company Subsidiary owns of its Subsidiaries has been Previously Disclosed. Except as Previously Disclosed, with respect to such real property that is owned by PBB or any real property. (b) Section 4.15(b) of the Company Disclosure Letter containsits Subsidiaries other than OREO, as of the date of this AgreementPBB has good and marketable and insurable title, a true free and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, 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 FFI, and including, but not limited to the matters Previously Disclosed, (iii) survey imperfections set forth in surveys of such properties delivered to FFI, or (iv) as Previously Disclosed. With respect to such real property which that is leased, subleased, sub-subleased, leased by PBB or licensed to, or otherwise occupied by, the Company and any of its Subsidiaries, as applicable PBB has a good and marketable leasehold estate in and to such property (collectively, including except for the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto matters described in clauses (collectively, the “Real Estate Leases”i)-(iv) hereof). True PBB has delivered true, correct and complete copies of such lease(s), together with all Real Estate Leases (including all modificationsamendments thereto, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting FFI; any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) such lease is in full force and effect and will not lapse or terminate prior to the Closing Date; neither PBB nor any of its Subsidiaries nor, to PBB’s knowledge, the landlord thereunder, is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and legally binding obligation enforceable obligations of the Company 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 applicable Company Subsidiary fee interest in any real property subject to any such lease (which Lien is superior to such lease), PBB 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 PBB’s or its Subsidiaries’ 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 PBB and its Subsidiaries are not in default of any of their obligations pursuant to any such lease beyond the expiration of any notice and cure periods. PBB shall not be required to obtain any non-disturbance agreements under this Agreement. Except as Previously Disclosed, all real and personal property owned by PBB or its Subsidiaries or presently used by any of them is in good condition (ordinary wear and tear excepted) and is sufficient to carry on their business in the ordinary course of business consistent with its past practices. PBB and its Subsidiaries have good and marketable and insurable title, free and clear of all Liens to all of their 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 and as Previously Disclosed, and (iii) as Previously Disclosed. All personal property which is a party thereto, as applicable, material to PBB’s or its Subsidiaries’ business and leased or licensed by PBB or its Subsidiaries is held pursuant to leases or licenses which are valid and enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization their respective terms and such leases will not terminate 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 lapse prior to 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 the applicable Company SubsidiariesEffective Time. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Parent has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for Parent to conduct its businesses as currently conducted, free and clear of all Liens other than Permitted Liens. Except as would not be material to Parent, the tangible personal property currently used in the operation of the Company or any Company Subsidiary owns any real propertybusiness of Parent is in good working order (reasonable wear and tear excepted). (b) Section 4.15(b) of Parent has complied with the Company Disclosure Letter 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, terms of all real property leases to which it is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”)a party, and sets forth a description of all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, is not or would not be material to Parent. Parent enjoys peaceful and undisturbed possession under all such leases, subleasesexcept for any such failure to do so that, sub-subleasesindividually or in the aggregate, licenses and purchase options to which the Company is not 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 would not be material to Parent. (c) To the Knowledge Parent nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. Section 5.18(c) of the CompanyParent Disclosure Letter sets forth a list of all real property currently leased, there are no facts subleased or conditions affecting licensed by or from the Parent or any of its Subsidiaries or otherwise used or occupied by the buildings, structures, fixtures and improvements Parent or any of its Subsidiaries (the “Improvements”Parent Facilities” ), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises, the amount and type of any security deposit, letter of credit or similar instrument required and delivered thereunder, all current and future rent (including, without limitation, base rent, additional rent, operating expenses, common area charges, taxes and utility costs) located on the Leased Real Property that, in the aggregate, would reasonably payable thereunder and an estimate of any costs that may be expected required by Parent or its Subsidiaries to materially interfere comply with the Company and/or its Subsidiaries current use, occupancy or operation surrender and restoration provisions of the Leased Real Property taken as lease, license, sublease or other occupancy right. Parent has provided the Company with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a whole. right in or relating to the Parent Facilities, including all notices exercising any extension or expansion rights thereunder and amendments, terminations, consents, subordination, non-disturbance and attornment agreements, estoppel certificates and other modifications thereof (d) Each Real Estate the “Parent Lease (i) is Agreements” ). All such Parent Lease Agreements are in full force and effect and constitutes the are valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its their respective terms. There is not, except as enforcement may be limited by bankruptcyunder any Parent Lease Agreements, insolvencyany existing default or event of default (or event which with notice or lapse of time, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equityboth, (iiwould constitute a default) 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 Parent or any of its Subsidiaries, or to the applicable Parent’s Knowledge, any other party thereto. The execution and delivery of this Agreement by the Parent does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Parent or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Parent Lease Agreements, or otherwise adversely affect the continued use and possession of the Parent Facilities for the conduct of business as presently conducted. (d) Section 5.18(d) of the Parent Disclosure Letter sets forth a list of all subleases, licenses or other agreements for the use or occupancy by any other parties of the Parent Facilities (the “Parent Subleased Premises” ), the name of the sublessee, licensee or other occupant, the date and term of the sublease, license or other occupancy right and each amendment thereto, the size of the subleased or licensed premises, the amount and type of any security deposit, letter of credit or similar instrument required and delivered thereunder and all current and future rent (including, without limitation, base rent, additional rent, operating expenses, common area charges, taxes and utility costs) payable by the sublessee, licensee or other occupant thereunder. Parent has provided the Company with true, correct and complete copies of all subleases, licenses, agreements for the subleasing, use or occupancy of, or otherwise granting a right in or relating to the Parent Subleased Premises, including all notices exercising any extension or expansion rights thereunder and amendments, terminations, consents, subordination, non-disturbance and attornment agreements, estoppel certificates and other modifications thereof (the “Parent Sublease Agreements” ). All such Parent Sublease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Parent Sublease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Parent or any of its Subsidiaries, or to the knowledge of Parent, any other party thereto. (e) The Parent and each of its Subsidiaries has performed all of its obligations under any agreements related to the termination, release of liability, reduction of liability or mitigation of liability with respect to any Parent Lease Agreement or any other leases of real property that are no longer in effect (the “Parent Lease Mitigation Agreements” ). (f) The Parent Facilities are in good operating condition and repair. Neither the Company Parent nor any Subsidiary is required to pay for or perform (or reasonably expects to be required to pay for or perform) any material maintenance, repair or replacements obligations under any Parent Lease Agreement, including, without limitation, the payment for or performance of any alterations or improvements to cause the Parent Facilities to comply with applicable Law. To the Parent’s Knowledge, the Parent Facilities do not violate any Law relating to such property or operations thereon. Except as set forth on Section 5.18(f) of the Parent Disclosure Letter, neither the Parent nor any Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions. Neither the Parent nor any of its Subsidiaries owes any commissions or other similar fees with respect to any of the Company Subsidiaries has received a notice Parent Facilities, Parent Lease Agreements, Parent Sublease Agreements or Parent Lease Mitigation Agreements. (g) This Section 5.18 does not relate to intellectual property, which is the subject of default under any Real Estate Lease during the last six (6) months which remains uncuredSection 5.19.

Properties. (a) None Each of the Company Borrower and its Subsidiaries has good, marketable fee title to, or any Company Subsidiary owns any valid leasehold interests in, all its real propertyand 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. (b) Section 4.15(b) With respect to substantially all of the Company Disclosure Letter contains, as operating leases pursuant to which the Borrower or one of the date of this Agreement, its Subsidiaries has a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable leasehold interest (collectively, including the Improvements thereon, the each a “Leased Real PropertyProperty Lease”), and sets forth a description each of any and all leasesthe following is true except to the extent that, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectivelyif not true, the “Real Estate Leases”). True and complete copies consequences 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, same would not reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as result in a whole.Material Adverse Effect: (d) Each Real Estate Lease (i) is such Real Property Leases are in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, effect; (ii) has 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 payable to the date hereof and are not being contested in good faith by Borrower, any such amounts being contested have been amended paid or modified in any material respect except as reflected rescinded for by Borrower or its applicable Subsidiary, and no such contest may reasonably be expected to result in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent and exercise by the applicable landlord of a remedy of termination of such Real Property Lease; (iii) except 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 the material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with respect to any Permitted Liens granted the passage of time or the giving of notice, or both, would result in a default by Borrower or its applicable Subsidiary under the terms of any Real Property Lease; (v) Borrower covenants and agrees that it shall, or shall cause its applicable Subsidiary to, other than in the 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 Estate LeasesProperty Lease on its part to be observed, has not been assigned in any manner by performed and complied with, within the Company 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 the applicable Company Subsidiaries. terms of any Real Property Lease; (eC) Neither the Company nor not do, permit or suffer any event or omission as a result of the Company Subsidiaries has received which there would occur a notice of default or breach under any Real Estate Property Lease during after the last six passing of the applicable grace periods, if any; (6D) months which remains uncured.not cancel, terminate, surrender, modify, amend

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (bi) Section 4.15(b4.14(a)(i) of the Company Disclosure Letter containssets 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, a true and complete list neither the Company nor any Subsidiary nor, to the knowledge of the names Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company or one of the fee owners, landlords, tenants, subtenants and sub-subtenantsits Subsidiaries, as applicable, of 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 leasedfree 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 each real property which, as of the date of this Agreement, is under contract for purchase or for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any Joint 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, sub-subleased, or licensed to, or otherwise occupied bygranted 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 and/or the applicable Subsidiaries 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 SubsidiariesSubsidiaries 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 Company nor any of its Subsidiaries have received written notice of any pending or proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. 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, 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 applicable of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries is a named tenant or licensee (collectivelyor a successor or assignee thereof) or otherwise has the right to occupy real property, including along with the Improvements thereonaddress (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”). As of the date hereof, and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which neither the 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 Company, there are no facts or conditions affecting nor any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Subsidiaries has received a written notice of any material default under any Real Property thatLease, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased and all such Real Property taken as a whole. (d) Each Real Estate Lease (i) is Leases are in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its termseffect, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, moratorium or similar Laws relating to or affecting creditors’ rights creditors generally and or by general equitable principles (regardless of equitywhether 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, (iiindividually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) has not been amended or modified in any material respect of the Company Disclosure Letter, and except as reflected would not, individually or in the modificationsaggregate, amendmentsreasonably be expected to have a Company Material Adverse Effect, supplementsneither the Company nor any of its Subsidiaries has subleased, waivers 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 side letters thereto Material Construction Agreements. The Company has made available to Parent materially true, correct and (iii) except with respect complete copies of such Material Management Agreements and Material Construction Agreements on or prior to any Permitted Liens granted under the terms of any date hereof. As of the Real Estate Leasesdate hereof, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. (e) Neither neither the Company nor any of the Company 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 Estate Lease during Property, Leased Real Property or JV Owned Real Property, (ii) to the last six knowledge of the Company, no condemnation, eminent domain or like proceeding or similar action is currently threatened in writing and (6iii) months 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 remains uncuredmay 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 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 have a Company Material Adverse Effect, the Company and each of its Subsidiaries has 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 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 have a Company Material Adverse Effect. (h) To the knowledge of the Company, there are no 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 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 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 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.

Properties. As 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: (ae) None of The information set forth in the Company or any Company Subsidiary owns any real propertyProperty Schedule with respect to such Property is complete, true and correct in all material respects. (bf) The related Eligible Property Owner is the sole owner and holder of the Property (or will be concurrently with the funding of the related Advance or, in the case of a Wet Funded Property, concurrently with the acquisition of such Wet Funded Property), its title is not subject to any right of redemption on the part of any prior owner and has the full right to transfer the Property, and the 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 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 4.15(b7.21 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 the Company Disclosure Letter containsSchedule 1, 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 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 leasedlocated has expired. (j) Neither Borrower nor the related Eligible Property Owner has received any written notice that there exists a violation of any local, subleasedstate or federal environmental law, sub-subleasedrule 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 licensed tootherwise, or otherwise occupied byare (or, during the Company period in which they held and its Subsidiariesdisposed of such interest, as applicable were) (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of 1) in compliance with any and all leasesapplicable licensing requirements of the laws of the state wherein the Property is located, subleasesand (2) organized under the laws of such state, sub-subleasesor (3) qualified to do business in such state, licenses or (4) federal savings and purchase options to which the Company loan associations or any Company Subsidiary is a party with respect thereto national banks having principal offices in such state, or (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto5) have been made available to Parentnot doing business in such state. (cl) To Except as permitted with respect to Wet Funded Properties, the Knowledge original recorded Deed, recorded in the name of the Company, there are no facts or conditions affecting any related Eligible Property Owner has been either (i) delivered to and is in the possession of the buildings, structures, fixtures and improvements Asset Manager (the “Improvements”) located on the Leased Real Property thator, in the aggregatecase of a Wet Funded Property, would reasonably 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 expected delivered to materially interfere the Agents that constitute the Property File shall be delivered in accordance with the Company and/or its Subsidiaries current usetimes set forth in the Loan Agreement. Borrower or the related Eligible Property Owner has delivered to each Agent a complete, occupancy 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 operation which have otherwise been waived by Administrative Agent. Each deed is in recordable form and is acceptable for recording under the laws of the Leased Real jurisdiction in which the Property taken as a wholeis 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. (dm) 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 casualty so as to affect materially and 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 Real Estate Lease 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 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 Eligible Property Owner, no illegal activity being conducted on the Property which could serve as the 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 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 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 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 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 effect. No claims have been made under such title insurance policy, and constitutes the valid and legally binding obligation no prior owner of the Company 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 applicable Company Subsidiary which is a party theretorelated Eligible Property Owner has delivered the Property File to the Agents, as applicable, enforceable by posting to the Platform or otherwise in accordance with its termsSection 13.21(c), except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries Diligence Agent has received a notice BPO in accordance with the Valuation Requirements. Delaware Secretary of default under any Real Estate Lease during the last six (State 1. Carrbridge, LLC 2. Fetlar, LLC 3. Inverclyde, LLC 4. Tarbert, LLC 5. Beauly, LLC 6) months which remains uncured.. Starwood Waypoint TRS, LLC

Properties. (a) None of Neither the Company or Parent nor any Company Subsidiary Seller owns any real propertyReal Property. (b) Section 4.15(bSchedule 2.10(b) of the Company Seller Disclosure Letter contains, as of Schedules lists 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, addresses of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, Real Property leased primarily in connection with the Company and its Subsidiaries, as applicable Business (collectively, including the Improvements thereon, the “Leased Real Property”), ) as of the date hereof and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options lists each lease agreement to which the Company Parent or any Company Subsidiary Seller is a party with respect to the Leased Real Property (each, a “Lease”). The Parent and each Seller have made available to 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. Except as disclosed on Schedule 2.10(b) of the Seller Disclosure Schedules: (i) each of the Leases was made in the Ordinary Course of Business and 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 no material defaults by the Parent or any Seller under any Lease that would entitle a landlord thereunder to terminate such Lease, and (B) no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a material default by the 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 any Lease; and (v) no construction, alteration 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 “Real Estate LeasesMaterial Personal Property”). True The Parent and complete copies each Seller have good and marketable title to, or a valid leasehold interest in, all of all Real Estate Leases 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 (including all modifications, amendments, supplements, waivers and side letters theretox) assets which have been made available to Parent. (c) To disposed of since the Knowledge date of the Company2009 Balance Sheet in the Ordinary Course of Business, there are no facts (y) Liens reflected in the 2009 Balance Sheet, and (z) Permitted Liens or conditions affecting any of the buildingsother Liens which would not have, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, individually or in the aggregate, would 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 be expected 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 materially interfere 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 the Company and/or its Subsidiaries current all Applicable Laws and to perform all Assumed Liabilities. (g) The continued use, occupancy or and operation of the Leased Real Property taken as currently used, occupied and operated by the Parent or any Seller, do not, to the Knowledge of the Parent or any Seller, violate any material applicable building, zoning, subdivision, other land use and similar laws, regulations and ordinances or any material license, franchise, permit, certificate, approval or other similar authorization of a wholeGovernmental Body. (dh) Each Real Estate Lease (i) No representation or warranty is made in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except this Section 2.10 with respect to any Permitted Liens granted under Seller Intellectual Property that is the terms subject of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company SubsidiariesSection 2.11. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) 3.10 of the Company Disclosure Letter contains, as of the date of this Agreement, Schedule contains a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is estate owned, and all material real estate leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 (except any thereof first acquired or leased after the applicable date hereof as permitted by Section 6.1 hereof). Each of the Company and its Subsidiaries has good record and marketable title in fee simple to all material real estate owned by it, and has valid leasehold interests in all material real estate leased by it, in each case, free and clear of all Liens except for Permitted Liens (as hereinafter defined) or as otherwise disclosed in Section 3.10 of the Company Disclosure Schedule. The current use of such material owned and leased real estate by the Company or any of its Subsidiaries does not violate in any material respect the certificate of occupancy thereof or any material local zoning or similar land use or government regulations. (b) The Company and its Subsidiaries have good and valid title to all material assets (other than the real property which is represented and warranted in paragraph (a) above) shown on the Balance Sheet or acquired since the date of the Balance Sheet in the ordinary course of business, in each case free and clear of all Liens except for Permitted Liens or as otherwise disclosed in Section 3.10 of the Company Disclosure Schedule. There is no material defect in the normal operating condition and repair of the equipment owned or leased by the Company and its Subsidiaries. (ec) Neither As used in this Agreement, "Permitted Liens" means (i) Liens shown on the Balance Sheet as securing specified liabilities or obligations as to which no default exists, (ii) mechanics', carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business with respect to liabilities that are not yet due or delinquent, or which are being contested in good faith by appropriate proceedings, (iii) Liens for Taxes, assessments and other governmental charges which are not due and payable or which may hereafter be paid without penalty or which are being contested in good faith by appropriate proceedings (for which adequate reserves have been made in the Balance Sheet), (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, social security, retirement and other similar legislation for sums not yet due and payable, (v) Liens permitted to be incurred on and after the date hereof in accordance with Section 6.1 hereof, (vi) leases to third parties, and (vii) other imperfections of title or encumbrances, which, individually or in the aggregate, would not materially detract from the value of the property or asset to which it relates or materially impair the ability of Investors or the Company nor any of to use the property or asset to which it relates in substantially the same manner as it was used by the Company Subsidiaries has received a notice of default under any Real Estate Lease during prior to the last six (6) months which remains uncuredClosing Date.

Properties. (a) None Seller does not own any real property used in the Business. Section 3.11(a) of the Company Seller Disclosure Schedule sets forth each lease, sublease or other agreement pursuant to which Seller uses real property primarily in the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Business Leases”). Seller has valid leasehold interests in all such real property pursuant to the Business Leases, which interests are not subject to any Liens other than Permitted Liens. With respect to each Business Lease: (i) Such Business Lease is valid, binding, enforceable and in full force and effect, and Seller enjoys peaceful and undisturbed possession of the leased real property; (ii) Seller is not in material breach or default under such Business Lease, and no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute such a material breach or default, and Seller has paid all rent due and payable under such Business Lease; (iii) Seller has not received nor given any notice of any default or event that, with notice or lapse of time, or both, would constitute a default by Seller under any of the Business Leases and, to the knowledge of Seller, no other party is in default thereof, and no party to any Business Lease has exercised any termination rights with respect thereto; and (iv) Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such leased real property covered by a Business Lease or any Company Subsidiary owns any real propertyportion thereof. (b) Section 4.15(b3.11(b) of the Company Seller Disclosure Letter containsSchedule sets forth a list of the principal equipment, as furniture, fixtures, computers, and other personal property used or held for use primarily in the Business, which Seller owns, leases or subleases, and any Liens thereon. Seller has good title to, or in the case of any leased personal property has valid leasehold interests in, (i) all personal property located in Seller’s Glendale, California facility and (ii) any other personal property set forth in Section 3.11(b) of the Seller Disclosure Schedule, except, in the clause of clauses (i) and (ii) above, for personal property sold since the date of this Agreementthe Agreement in the ordinary course of business or where the failure to have such good title or valid leasehold interests would not be material to the Business, a true and complete list of individually or in the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Parentaggregate. (c) To the Knowledge No Purchased Asset is subject to any Lien, except: (i) Liens disclosed on Section 3.11(b) of the Company, there are no facts Seller Disclosure Schedule; (ii) Liens disclosed in the Statement of Assets and Liabilities or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located notes thereto or securing liabilities reflected on the Leased Real Property thatStatement of Assets and Liabilities or notes thereto; (iii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith; (iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith and which are not, individually or in the aggregate, would reasonably be expected material to materially interfere with the Company and/or its Subsidiaries current use, occupancy Business or operation of the Leased Real Property taken as a whole.Purchased Assets; (dv) Each Real Estate Lease (i) is Liens incurred in full force and effect and constitutes the valid and legally binding obligation ordinary course of business since the Company Statement Date which are not, individually or in the aggregate, material to the Business or the applicable Company Subsidiary which is a party theretoPurchased Assets (clauses (i)- (v) of this Section 3.11(b) are, as applicablecollectively, enforceable in accordance with its terms, except 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, 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 the applicable Company SubsidiariesLiens”). (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of the Company or any Company Subsidiary Sellers owns any real property. The real property (the "Real Property") demised by the Real Property Leases described in Schedule D constitutes substantially all of the real property used or occupied by Sellers. The Real Property is sufficient for the conduct of the Business as now conducted by Sellers. (b) Section 4.15(b) The Real Property Leases and the Personal Property Leases are in full force and effect in all material respects, and, in each case, one of the Company Disclosure Letter contains, as Sellers holds a valid and existing leasehold interest under each of the date of this Agreement, a true Real Property Leases for the term set forth in Schedule D or Schedules C-1 and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenantsC-2, as applicable, . Sellers have delivered to Buyer complete and accurate copies of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, each of the Company Real Property Leases and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”)Personal Property Leases, and sets forth a description none of the Real Property Leases or Personal Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered to Buyer. None of the Sellers is in default in any material respect, and all leasesno circumstances exist which, subleasesif unremedied, sub-subleaseswould, licenses and purchase options either with or without notice or the passage of time or both, result in such default under any of the Real Property Leases or Personal Property Leases. To the knowledge of Sellers, no other party to which any of the Company Real Property Leases or any Company Subsidiary Personal Property Leases 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 Parentin default thereof. (c) To Sellers are the Knowledge owner of all right, title and interest in and to the Assets, including each of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures properties and improvements (the “Improvements”) located assets reflected on the Leased Real Property thatBalance Sheet or acquired since the Balance Sheet Date, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation free and clear of the Leased Real Property taken as a wholeall Liens other than Permitted Liens. (d) Each Real Estate Lease Schedule F sets forth a complete and accurate list of all the Assets which constitute equipment (i) is in full force including computer equipment and effect related peripherals), machinery, motor vehicles, furniture, fixtures, furnishings and constitutes the valid and legally binding obligation leasehold improvements. All of the Company or the applicable Company Subsidiary which is a party theretobuildings, as applicablemachinery, enforceable in accordance with its terms, except as enforcement may be limited equipment and other tangible assets used 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 Sellers 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 conduct of the Real Estate Leases, has not been assigned in any manner by Business are to the Company or any knowledge of the applicable Company SubsidiariesSellers, in good condition and repair, ordinary wear and tear excepted, and are usable in the ordinary course of business. Sellers own, or lease under valid leases, all machinery, equipment and other tangible Assets necessary for the conduct of the Business. (e) Neither The fees payable pursuant to the Company nor Regus Business Center Service Agreement, dated December 20, 2004 between ClearCommerce UK and Regus UK Limited will not exceed (pound)80 per day excluding value added taxes and telecommunications and similar connectivity charges. EXECUTION DRAFT (f) No Seller is in violation of any applicable zoning ordinance or other Governmental Regulation relating to the Real Property that has resulted or could reasonably be expected to result in a Material Adverse Effect, and no Seller has received any written notice of any such violation, or the existence of any condemnation proceeding with respect to any of the Company Subsidiaries has received Real Property, except violations of the potential consequences of which have not had and could not reasonably be expected to have a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredMaterial Adverse Effect.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b2.13(a) of the Company Disclosure Letter contains, as of the date of this Agreement, Schedule contains a true and complete correct list of the names each parcel of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all leased real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), ) and sets forth a summary description of any all plants and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “structures located on each parcel of Leased Real Estate Leases”)Property. True and complete correct 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on lease agreements for the Leased Real Property that, in the aggregate, would reasonably be expected (“Leases”) have been provided to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeBuyer. (db) Seller is the lessees under each of the Leases. Each Real Estate Lease (i) is in full force and effect and constitutes there is no existing Default by Seller or, to the valid Knowledge of any Seller, any other party to such Leases. (c) Seller’s interest in the Leased Real Property is free and legally binding obligation 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 Company lessor thereof or the applicable Company Subsidiary which any mortgagees of such lessors. (d) There is a no Default by Seller nor, to Seller’s Knowledge, any other party thereto, as applicable, enforceable in accordance with its terms, except 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 under 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 and no condition or circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any manner by the Company or other party thereto, under any of the applicable Company Subsidiariessuch Leases. (e) Neither All improvements on the Company nor 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 Permits required for the occupancy and operation of the Leased Real Property (with appurtenant parking uses) as presently being used have been obtained and are in full force and effect and Seller has not received any notices of violations in connection with 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 the Company Subsidiaries Improvements on the Leased Real Property. (j) No Person, other than Buyer, has received a notice any right, option, right of default under first refusal or any other contract, whether oral or written, with respect to the purchase, assignment or transfer of all or any portion of the Leased Real Estate Lease during the last six (6) months which remains uncuredProperty.

Properties. (a) None 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 any Company Subsidiary owns any 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 propertyproperty (collectively, the “Real Property”) free and clear of all Encumbrances, except Permitted Encumbrances. (b) Section 4.15(b4.18(b) of the Company Seller Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and Schedule sets forth a description list of all Real Property leased to the Company or any and all leasesof its Subsidiaries by a third party pursuant to a lease, subleases, sub-subleases, licenses and purchase options to sublease or similar Contract under which the Company or any Company Subsidiary one of its Subsidiaries is a party with respect thereto the lessee or sublessee (collectively, the “Real Estate Company 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 Copies of all Company Leases set forth on Section 4.18(b) of the CompanySeller Disclosure Schedule have heretofore been furnished or made available to Purchaser, there which are no facts or conditions affecting any all of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Leases. Each Real Estate such Company Lease (i) is in full force and effect effect, without modification or amendments from the form furnished to Purchaser and constitutes the valid is valid, binding and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its respective terms, except as enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar Laws affecting laws relating to 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, 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 the applicable Company Subsidiaries. (e) . Neither the Company nor any of its Subsidiaries has assigned its interest under any of the Company Leases, or subleased all or any part of the space demised thereby, to any third party. Neither the Company nor any of its Subsidiaries has received a notice of is in default under any Real Estate Lease during material provision of the last six (6) months which remains uncuredCompany Leases.

Properties. (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, Schedule 4.6 sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, leased by Target (the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”)"Properties". True and complete copies Copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) lease agreements have been made available delivered by Target to Parent. (c) To the Knowledge of the Company, there Crimson. All leases are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the constitute valid and legally binding obligation agreements of Target and, to our knowledge, the other parties thereto. Target is not in default under the leases and no event has occurred which, through the passage of time or the giving of notice, would constitute a default by Target under the leases. To our knowledge, no other party to the leases is in default under the leases. At the time of the Company Merger, the Properties will be conveyed free and clear of 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 applicable Company Subsidiary which is a party theretosale thereof that do not, and will not, reduce the relevant net revenue interest of Crimson Sub provided pursuant to this Agreement, as applicablethe successor in title to Target, enforceable below the relevant net revenue interest or increase the relevant working interest, as Target's successor in accordance title, above the relevant working interest of Crimson Sub (unless the circumstance causing such working interest to increase will cause the corresponding net revenue interest to increase at least in the same proportion); preferential rights to purchase and third-party consents with its termsrespect to which, except as enforcement may be limited by bankruptcyprior to closing, insolvency, reorganization (i) waivers or similar Laws affecting creditors’ rights generally and by general principles of equity, consents are obtained from the appropriate persons or entities or (ii) the time for asserting such rights has not been amended expired without exercise; mechanics', materialmen's, operator's and non-operators', tax and similar liens or modified in any material respect except as reflected charges arising in the modificationsordinary course of business related to the Properties, amendmentsif such liens or charges secure payments not yet due; all consents from, supplementsnotices to, waivers 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 side letters thereto made available appropriately obtained after the sale or transfer; liens, security interests or other encumbrances that are released at or prior to Parent and (iii) except with respect closing pursuant to any Permitted Liens granted under the terms of any 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 Real Estate Leases, has not been assigned Properties; and title matters waived in any manner writing by the Company Crimson or any of the applicable Company SubsidiariesCrimson Sub. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (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 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 the Company or any Company Subsidiary owns of the Subsidiaries is a party to any agreement or option to purchase or sell any real propertyproperty or interest therein. (bd) Section 4.15(b) 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 Company Disclosure Letter contains, as of Companies or the date of this AgreementSubsidiaries (each, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”) or is occupied or used by the Companies or the Subsidiaries (each, a “Company Lease”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options as amended to which the date. Each Company or any Company Subsidiary Lease 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or Subsidiary party and, to the applicable Company Subsidiary which is a Knowledge of the Companies, the other party thereto, as applicable, enforceable in accordance with its the terms, except 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, 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 . Neither the applicable Company Subsidiaries. (e) Neither or Subsidiary party to any Company Lease nor, to the Company nor any Knowledge of the Companies, any other party to any such Company Subsidiaries Lease, is in breach or default, and no event has received occurred (including the failure to obtain any consent) which, with notice or lapse of time or both, would constitute a notice of breach or default under or permit termination or material modification of, or acceleration of a material amount of rents due under, any Real Estate Lease during the last six (6) months which remains uncuredCompany Lease.

Properties. (a) None of Neither the Company nor any of its Subsidiaries own any real property or is a party to any Company Subsidiary owns Contract (including any option agreement) to purchase any interest in real property. (b) Section 4.15(b3.13(b) of the Company Disclosure Letter containsSchedule sets forth as of the date hereof, the address of all 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 Leased Real Property and a list, 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 applicablehereof, of all real property which is such leases, subleases, licenses and other occupancy agreements related thereto, including all amendments and supplements thereto and guaranties thereof (the “Company Real Property Leases”). The Company has made available to Parent complete, correct and accurate copies of each Company Real Property Lease. Except as set forth in Section 3.13(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has leased, subleased, sub-subleased, or licensed to, or otherwise granted to any Person the right to use or occupy any of the Company Leased Real Property over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of the real property used or occupied byby the Company and its Subsidiaries in the conduct of their respective businesses. (c) The Company or one of its Subsidiaries owns good and valid and legally compliant leasehold title (to the extent such concepts are applicable in the jurisdiction(s) governing such leasehold title) to the Company Leased Real Property free and clear of all Liens, except (i) Company Permitted Liens and (ii) in respects that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None 4.9.1 Except as set forth in Section 4.9 of the Company or any Company Subsidiary owns Disclosure Schedule, Enpath does not currently own, nor has it ever owned, any real property. (b) 4.9.2 Set forth in Section 4.15(b) 4.9 of the Company Disclosure Letter contains, as of the date of this Agreement, Schedule is a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”). With respect thereto: (A) Except as would not, individually or in the aggregate, have a Material Adverse Effect, each of the leases relating to Leased Real Property creates a valid and sets forth a description subsisting leasehold interest in favor of any and all leasesEnpath, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a valid, binding and subsisting obligation of Enpath and each other party thereto, enforceable against Enpath and each other party thereto in accordance 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.its terms; (cB) To Except as would not, individually or in the Knowledge of the Companyaggregate, have a Material Adverse Effect, there are no facts or conditions affecting disputes with respect to any of the buildings, structures, fixtures Leased Real Property; and improvements (the “Improvements”) located on neither Enpath nor any other party to each lease relating to the Leased Real Property thatis in breach or default under such lease, and no event has occurred or failed to occur and no circumstance exists which, with the delivery of notice, the passage of 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, would reasonably be expected have a Material Adverse Effect, no consent by the landlord or any other party under any lease relating to materially interfere the Leased Real Property is required in connection with the Company and/or its Subsidiaries current use, occupancy or operation consummation of the transaction contemplated herein; and (D) None of the Leased Real Property taken as a wholehas been pledged or assigned by Enpath or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens). (d) Each Real Estate Lease (i) is 4.9.3 Except as would not, individually or in full force the aggregate, have a Material Adverse Effect, Enpath has good and effect marketable fee title to, or, in the case of leased assets, has good and constitutes valid leasehold interests in, all of its tangible and intangible assets, used or held for use in, or which are necessary to conduct, the valid business of Enpath as currently conducted, free and legally binding obligation clear of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its termsany Liens, except 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, 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 the applicable Company SubsidiariesLiens. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Except as set forth in Section 4.18(a) of the Disclosure Schedule, no Seller or Company has received, within the preceding two-year period, any written notice of any adverse claim (that has not been resolved) to the title to any asset within the Midstream Assets or the Assigned Assets or with respect to any Company Subsidiary owns lease under which any real propertyasset included within the Midstream Assets or the Assigned Assets is held, and to the Knowledge of Sellers, there are no existing facts or circumstances that could give rise to such claim. There is no pending taking (whether permanent, temporary, whole or partial) of any part of the Midstream Assets or the Assigned Assets by reason of condemnation or, to the Knowledge of Sellers, the threat of condemnation. (b) Section 4.15(b4.18(b) of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and Schedule sets forth a description list of any and all leases, subleases, sub-subleases, licenses and purchase options to each parcel of real property in which the Company or any Company Subsidiary has a fee ownership interest (including any real property that is a party with respect thereto part of the Assigned Assets, but excluding the Easements) (collectively, the “Real Estate LeasesProperty Interests”). True Each Company owns and complete copies has defensible title to the Real Property Interests free and clear of all Real Estate Leases Liens other than Permitted Liens and Liens identified in Section 4.18(b) of the Disclosure Schedule. To Sellers’ Knowledge, each Company has defensible title to all the material personal property that is used in connection with the conduct of the business of the Companies (except for the Excluded Assets), including all modificationsmaterial portions of both the Midstream Assets and, amendmentsas of the Closing Date, supplementsthe Assigned Assets, waivers in each case free and side letters theretoclear of all Liens other than Permitted Liens and Liens identified in Section 4.18(b) have been made available to Parentof the Disclosure Schedule. (c) To the Knowledge Except as specified in Section 4.18(c) of the CompanyDisclosure Schedule, to Sellers’ Knowledge and except for Permitted Liens, (i) each Easement is valid, existing and enforceable, (ii) there are no facts or conditions affecting is not any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, event that is reasonably expected to result in the aggregatetermination, would reasonably 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 expected to materially interfere with disturbed or affected by the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholetransactions contemplated by this Agreement. (d) Each Real Estate Lease (iExcept as set forth in Section 4.18(d) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party theretoDisclosure Schedule, as applicablethere are no preferential rights to purchase, enforceable in accordance with its termsrights of first offer, except as enforcement may be limited by bankruptcy, insolvency, reorganization rights of first refusal or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has not been amended or modified in that are applicable to 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 portion of the Real Estate Leases, has not been assigned in Midstream Assets or Assigned Assets (including any manner by the Company or any that arise as a result of the applicable Company Subsidiariestransactions contemplated by this Agreement). (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Except as set forth on Schedule 3.09(a), each of Company and its Subsidiaries has good, valid and marketable title to, or in the case of leased properties and assets, valid leasehold interests in, all the material assets and properties that it owns or uses and that are reflected on Company’s most recent consolidated balance sheet (or in the footnotes related thereto) included in the Available Company SEC Documents (the “Company Balance Sheet”), or any Company Subsidiary owns any real propertythat were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business since such date), and such assets and properties are owned free and clear of all Liens, except for Permitted Liens. (b) Section 4.15(bSchedule 3.09(b) of the Company Disclosure Letter contains, as of the date of this Agreement, contains a true and complete list of all real property owned by Company or any Subsidiary (collectively, the names “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. Copies of title reports or policies obtained by Company with respect to each of the fee owners, landlords, tenants, subtenants Owned Real Property have previously been made available to Parent to the extent that such reports and sub-subtenantspolicies are in Company’s possession and control, as applicable, . (c) Schedule 3.09(c) contains a true and complete list of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by(whether as tenant, the subtenant or pursuant to other occupancy arrangements) by Company and its Subsidiaries, as applicable or any Subsidiary (collectively, including the Improvements improvements thereon, the “Leased Real Property”), and sets forth a description for each Leased Real Property, identifies the street address of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “such Leased Real Estate Leases”)Property. True and complete copies of all agreements under which Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters theretoProperty Lease”) that have not been terminated or expired as of the date hereof have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased . Each Real Property Lease is a valid and binding obligation of Company or a Subsidiary and is in full force and effect. There is no default under any Real Property Lease either by Company or the Subsidiaries party thereto or, to Company’s Knowledge, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by Company or any Subsidiary thereunder, except for such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Company or one of the Subsidiaries has good fee simple title to all Owned Real Property and valid leasehold estates in all Leased Real Property free and clear of all Liens, except Permitted Liens. Company or one of the Subsidiaries has exclusive possession of all of the Leased Real Property, other than any occupancy rights granted under the Real Property Leases. Other than the Real Property Leases or as set forth on Schedule 3.09(d), none of the Owned Real Properties or the Leased Real Properties is subject to any lease, sublease, license or other written agreement to which Company or any Subsidiary is a party granting to any other Person any right to the use, occupancy or enjoyment of such Owned Real Property or Leased Real Property or any part thereof. There does not exist any pending or, to Company’s Knowledge, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither Company nor any Subsidiary 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) The improvements constructed on the Owned Real Property and Leased Real Property are (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner that is, to Company’s Knowledge, customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good operating condition and repair, subject to ordinary wear and tear. The improvements constructed on the Owned Real Property and Leased Real Property are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and other services necessary for the operation of such improvements as currently operated, and, to the Knowledge of Company, there is no condition which would reasonably be expected to materially interfere with result in the Company and/or its Subsidiaries current use, occupancy or operation termination of the Leased Real Property taken as a wholepresent access from any improvements to such utility services. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (ai) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(bSet forth on Schedule 4.2(t)(i) of the Company Cornerstone Disclosure Letter containsMemorandum is a true, correct, and complete list of all real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, as of the date of this Agreement, a true Agreement (including without limitation property carried on the books of Cornerstone as “Other Real Estate Owned”). Bancshares and complete list Cornerstone and each of the names of the fee owners, landlords, tenants, subtenants their Subsidiaries have good and sub-subtenants, as applicable, of marketable title to all real property which is leased, subleased, sub-subleased, owned by them (including any property acquired in a judicial foreclosure proceeding or licensed to, by way of a deed in lieu of foreclosure or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”similar transfer), in each case free and sets forth a description clear of any and all leasesLiens, subleases, sub-subleases, licenses except Liens for current Taxes and purchase options assessments not yet due and payable for which adequate reserves have been established. Each lease pursuant to which the Company Bancshares or Cornerstone or any Company Subsidiary of their Subsidiaries leases real property is a valid and binding and in full force and effect, and neither Bancshares nor Cornerstone nor any of their Subsidiaries, nor any other party with respect thereto (collectivelyto any such lease, the “Real Estate Leases”)is in breach or default under or in violation of any provision of any such lease. True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) The Cornerstone Parties have been previously delivered or made available to Parent. the SmartFinancial Parties a true, correct, and complete copy of each such lease, including any amendments thereto. All real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, is in good condition (c) To normal wear and tear excepted), conforms with all applicable ordinances, regulations, and zoning and other Laws, and is reasonably considered by the Knowledge Cornerstone Parties to be adequate for the current business of the Company, there are no facts or conditions affecting any Cornerstone Parties and their Subsidiaries. None of the buildings, structures, fixtures and or other improvements (the “Improvements”) located on any real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, encroaches upon or over any adjoining parcel of real estate or any easement or right-of-way.` (ii) None of the Leased Real Property thatreal property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and the Cornerstone Parties have no Knowledge that any of such real property, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. Neither Bancshares nor Cornerstone, nor any of their Subsidiaries, has experienced any restriction in access to or from public roads or any restriction in access to any utilities, including water, sewer, gas, electric, telephone, drainage, and other utilities used by Bancshares or Cornerstone or any of their Subsidiaries in the aggregateoperation of their business as presently conducted; there is no pending or, would reasonably be expected to materially the Knowledge of the Cornerstone Parties, threatened governmental action that could prohibit or interfere with such access; and, to the Company and/or its Subsidiaries current use, occupancy or operation Knowledge of the Leased Real Property taken as a wholeCornerstone Parties, no fact or condition exists which, with the passage of time or the giving of notice, or both, may result in the termination, reduction, or impairment of such access. (diii) Bancshares and Cornerstone and their Subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens. Each Real Estate Lease (i) lease pursuant to which Bancshares or Cornerstone, or any of their Subsidiaries, leases, as lessee, personal property is valid and binding and in full force and effect effect, and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party theretoneither Bancshares nor Cornerstone, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of their Subsidiaries, nor any other party to any such lease, is in default under or in breach or violation of any Real Estate Lease during provision of any such lease. The personal property owned or leased by Bancshares and Cornerstone and their Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the last six (6) months which remains uncuredcarrying on of the business of Bancshares and Cornerstone and their Subsidiaries in the ordinary course consist with past practice.

Properties. (ai) None of Neither the Company or nor any Company Subsidiary of its Subsidiaries owns any real property. . Except for any exceptions to the following as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company: (bi) Section 4.15(b) each of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, Subsidiaries has valid leasehold interests in the real property leased (as applicable landlord or as tenant) by or from it (collectively, including the Improvements thereon, the “Leased Real Property”), free and sets forth a description clear of any and all leases, subleases, sub-subleases, licenses and purchase options Liens other than Permitted Liens (as defined in Section 8.11(e)); (ii) all leases pursuant to which the Company or any Company Subsidiary is a party with respect thereto of its Subsidiaries leases (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters theretoas landlord or as tenant) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is are in full force and effect and constitutes grant in all respects the valid leasehold estates or rights of occupancy or use they purport to grant; and legally binding obligation (iii) the Company and its Subsidiaries have not received any notice of any default either on the part of the Company or any of its Subsidiaries under any such lease and, to the applicable knowledge of the Company, no event has occurred which, with notice or the lapse of time, or both, would constitute a default on the part of the Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with or any of its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles Subsidiaries under any of equity, such leases. (ii) has not been amended The Company and each Subsidiary owns or modified in any material respect except as reflected leases all tangible and intangible personal Property required to conduct its business in the modificationsordinary and usual course of its business consistent with past practices. The Company and each Subsidiary has good and valid title to, amendmentsor a valid leasehold interest in, supplementsall tangible and intangible personal property used by it, waivers free and side letters clear of all encumbrances of any nature whatsoever other than (A) Permitted Liens, (B) liens arising under Securitization Transaction Documents and (C) liens arising under other financing documents of the Company or any Subsidiary, each of which documents is listed in Section 3.1(u) of the Company Disclosure Schedule and a true and correct copy of each of which (including all schedules listing the assets subject thereto) has been provided to Parent, and a true and correct copy of each amendment to any such document or such schedules, or of any document or schedules thereto made available required to be added to such list in the Company Disclosure Schedule, in each case after the date hereof, will be provided to Parent. All such tangible personal property is in sufficient operating condition to continue the operations of the Company and each Subsidiary in the ordinary and usual course of its business consistent with past practices. Upon consummation of the Merger, the Company and its Subsidiaries will be entitled to continue to use all tangible personal property employed by any of them in the conduct of their respective businesses as conducted as of the Effective Date without the payment of any amounts by the Company or Parent and (iii) except with respect without obtaining any consent or waiver that is either required or advisable. All leases of tangible personal property of which the Company or any Subsidiary is the lessee or obligor are in full force and effect according to any Permitted Liens granted under the their terms of any of the Real Estate Leases, has not been assigned in any manner and there are no outstanding defaults by the Company or any Subsidiary thereunder (nor are any of the applicable Company Subsidiaries. (e) other parties thereto in breach or default). Neither the Company nor any Subsidiary is obligated upon the occurrence of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredcondition or event to deposit or pledge any collateral to any Person pursuant to any agreement, contract or commitment.

Properties. (a) None Schedule 2.10(a) of the Company Disclosure Schedule contains a true, complete and correct list (designating the relevant owners, lessors, sublessors, sublessees and lessees, as applicable) of (i) all real property and improvements owned, leased or subleased by each Target Company and its Subsidiaries or otherwise made available for their use, including pursuant to facilities and services agreements or otherwise; (ii) all real and personal property, leases, subleases, occupancy, or other similar agreements to which any Target Company or Subsidiary owns is a party (the “Leases”); and (iii) all material equipment, fixtures, and other personal property owned, leased, subleased or managed by or otherwise made available for use to either Target Company and any real propertyof their respective Subsidiaries. A copy of all Leases and deeds of either Target Company and any of their respective Subsidiaries have been delivered or otherwise made available to Parent by the Company. (b) Section 4.15(b) With respect to real property leased by each Target Company and their Subsidiaries or otherwise made available to each Target Company or their respective Subsidiaries for their use, such Target Company and their respective Subsidiaries have the right to quiet enjoyment of such real property for the full term of each Lease (and any renewal option related thereto), and the leasehold or other interest of each Target Company or their respective 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 Target Company or their respective Subsidiaries from the holder of the Lien). Each Target Company and their respective Subsidiaries are in compliance with all material terms of each Lease, if any, and, to the knowledge of the Company Disclosure Letter 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied bytheir respective Subsidiaries, the Company and other party or parties thereto are not in default of its Subsidiaries, as applicable (collectively, including or their obligations thereunder nor does any such party have the Improvements thereon, right to terminate prior to its scheduled expiration the “Leased Real Property”), and sets forth a description term of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 ParentLease. (c) To Neither the Knowledge whole nor any part of any real property leased, used or occupied by each Target Company or their respective Subsidiaries is subject to any pending suit for condemnation or other taking by any public authority, or any other matter materially or adversely affecting the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation value thereof and, to the knowledge of the Leased Real Property taken Company, no such condemnation, taking or other matter is currently threatened or contemplated. The properties leased or subleased by each Target Company and their respective Subsidiaries are sufficient to conduct the operations of such Target Company and their respective Subsidiaries as a wholecurrently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Target Company or their respective Subsidiaries due to inadequate maintenance of any such properties. (d) Each Real Estate Lease (i) is Target Company and its respective Subsidiaries have good and marketable fee or leasehold title to all of their respective assets and properties, in full force each case free and effect clear of any Lien. Each Target Company and constitutes the valid their respective Subsidiaries have all necessary assets, equipment and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 properties to engage in the modifications, amendments, supplements, waivers business as currently conducted by each Target Company 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 the applicable Company their respective Subsidiaries. (e) Neither All real property listed on Schedule 2.10(a) of the Company Disclosure Schedule complies in all material respects with all Laws and Regulations applicable to the operations of each Target Company and its Subsidiaries or their use or occupancy of such real property; and none of the Target Companies or their Subsidiaries have received notice of any violation of any such Laws or Regulations. (f) Other than lessee and sublessees disclosed on Schedule 2.10(a) of the Company Disclosure Schedule no other party or parties have the right to use or occupy all or any portion of the real property set forth on Schedule 2.10(a) of the Company Disclosure Schedule. (g) Neither of the Target Companies nor any of their respective Subsidiaries have assigned, transferred, conveyed, mortgaged, deeded in trust, or otherwise encumbered any interest in real property set forth on Schedule 2.10(a) of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncuredDisclosure Schedule.

Properties. (ai) None Company (A) has good and marketable title to all the properties and assets reflected in the latest balance sheet included in the Financial Statements as being owned by Company or acquired after the date 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 Company or any Company Subsidiary owns any real propertyproperties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s Knowledge, the lessor. (bii) Section 4.15(b) of the Company Disclosure Letter 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 With respect to any real property which is leased, subleased, sub-subleased, leased by Company pursuant to a lease or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable other occupancy agreement (collectively, including the Improvements thereon, the “Leased Real PropertyLeases”), and sets forth a description of any and all leasesCompany has delivered true, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True correct and complete copies of all Real Estate Leases (including such Leases, together with all modificationsamendments thereto, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting and any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate such Lease (i) is in full force and effect and will not lapse or terminate prior to the Closing Date. Neither Company nor, to Company’s Knowledge, the landlord thereunder is in default of any of their respective material obligations under any such Lease, and any such Lease constitutes the valid and legally binding obligation obligations of the Company parties thereto. 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 the applicable Company Subsidiary which is a party theretosuch consent shall have been obtained, as applicableand, enforceable in accordance with its terms, except 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, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted 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 beneficiary of such mortgage, deed of trust or other security instrument that provides that Company’ use and enjoyment of the real property subject to such Lease will not be disturbed as a result of the landlord’s default under the terms any such mortgage, deed of trust or other security instrument (each, an “NDA”), provided Company is not in default of any of its obligations pursuant to any such Lease beyond the Real Estate Leases, has not been assigned in expiration of any manner by the Company or any of the applicable Company Subsidiariesnotice and cure periods. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (ai) None Each of the Company and its Subsidiaries has good and marketable title to, or any Company Subsidiary owns any real propertyin 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. (bii) 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 4.15(b3.01(o)(iii) of the Company Disclosure Letter containssets forth a complete and correct list, 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, and interests in real property leased by the Company and or any of its SubsidiariesSubsidiaries (each such property, as applicable (collectively, including the Improvements thereon, the a “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 Merger and the other transactions contemplated by this Agreement do not require the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (v) Each of the Company and its Subsidiaries is in compliance in all material respects with the terms of all material leases of Leased Real Property to which it is a party and under which it is in occupancy, and sets forth each such lease is a description legal, valid and binding agreement of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectivelyits Subsidiary, as the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modificationscase may be, amendmentsand, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge knowledge of the Company, there are no facts or conditions affecting any of the buildingseach other party thereto, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of enforceable against the Company or such Subsidiary, as the applicable Company Subsidiary which is a case may be, and, to the knowledge of the Company, against the other party or parties thereto, as applicablein each case, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally subject to the Bankruptcy 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, 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 the applicable Company Subsidiaries. (e) Neither the Company nor any Equity Exception. Each of the Company and its Subsidiaries has received enjoys peaceful and undisturbed possession in all material respects under all the leases to the material Leased Real Property to which it is a notice of default party and under any Real Estate Lease during the last six (6) months which remains uncuredit is in occupancy.

Properties. (a) None of the Company All real property owned or leased by MNHN, Manhattan or any Company other MNHN Subsidiary owns any and used by it for its branch operations, or otherwise used by it in the conduct of its business or otherwise owned by it, has been Previously Disclosed. With respect to such real property. (b) Section 4.15(b) of the Company Disclosure Letter containsproperty that is owned, as of the date of this Agreementsuch entity has good and marketable and insurable title, a true free and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, 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 which that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company lessee has a good and its Subsidiaries, as applicable marketable leasehold estate in and to such property (collectively, including except for the Improvements thereon, the “Leased Real Property”matters described in clauses (i)-(iv) hereof), and sets forth a description of any and all leasesManhattan has delivered true, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True correct and complete copies of such lease(s), together with all Real Estate Leases (including all modificationsamendments thereto, amendmentsto PBB, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) such lease is in full force and effect 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 legally binding obligation enjoyable obligations of the Company 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 applicable Company 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 a party theretomaterial to MNHN, as applicableManhattan 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 enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization their respective terms and such leases will not terminate 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 lapse prior to 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 the applicable Company SubsidiariesEffective Time. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None Company and its Subsidiaries have good and defensible title to all of the Oil and Gas Interests reflected in the Company 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 Liens other than Permitted Liens and Production Burdens. Each Oil and Gas Lease to which Company or any of its Subsidiaries is a party is valid and in full force and effect. None of Company Subsidiary owns or any real propertyof its Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such 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, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease. (b) Section 4.15(b) Either Company or a Subsidiary of the Company Disclosure Letter contains, as of the date of this Agreement, a true has good and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all valid title to each material real property (and each real property at which is leasedmaterial operations of Company or any of its Subsidiaries are conducted) owned by Company or any Subsidiary (but excluding the Oil and Gas Interests of Company), subleased, sub-subleased, or licensed to, or otherwise occupied byother than the Real Property 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 SubsidiariesSubsidiaries 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, as applicable (collectively, including the Improvements thereonsublease or other agreement, the “"Company Leased Real Property”), " and sets forth a description of any and all such leases, subleasessubleases and other agreements are, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “"Company Real Estate Property Leases”"). True , in each case, free and complete copies 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. Each Company Real Estate Leases (including all modificationsProperty Lease is valid, amendmentsbinding and in full force and effect. No uncured default of a material nature on the part of Company or, supplementsif applicable, waivers its Subsidiary or, to the knowledge of Company, the landlord thereunder, exists under any Company Real Property Lease, and side letters thereto) have been made available to Parentno 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) To the Knowledge There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company, there are no facts Company Owned Real Property or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Company Leased Real Property that, in the aggregate, that would reasonably be expected to materially interfere with adversely affect the existing use of such Company Owned Real Property or the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as by Company or its Subsidiaries in the operation of its business thereon. Except for such arrangements solely among Company and its Subsidiaries or among Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property 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 the operation of its business thereon. Neither Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a wholematerial portion of a Company Owned Real Property or Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. (d) Each Real Estate Lease (i) is 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 full force a timely manner and effect are not being held in suspense for any reason other than awaiting preparation and constitutes the valid and legally binding obligation approval of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, 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 the applicable Company Subsidiariesdivision order title opinions for recently drilled We▇▇▇. (e) Neither the Company nor any All of the We▇▇▇ ▇nd all water, CO2 or injection we▇▇▇ ▇ocated on the Oil and Gas Leases or Units of Company and its Subsidiaries has received 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 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 notice result of default 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 Real Estate Lease during Subchapter K of Chapter 1 of Subtitle A of the last six (6) months which remains uncuredCode.

Properties. (a) None 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 Subsidiary 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. (bc) Section 4.15(b3.15(c) of the Company Disclosure Letter containsSchedule sets forth any Contract pursuant to which the Company leases, as of licenses or otherwise obtains the date of this Agreement, right to use any real property (the “Real Property Leases”). The Company has delivered to Parent a true and complete list copy of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased each such Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a wholeLease. (d) Each Real Estate Lease 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’ possession and constitutes quiet enjoyment of the valid real property used by it under the Real Property leases has not been disturbed, and legally binding obligation to the Company’s Knowledge, there are no disputes with respect to such Real Property Leases; (iv) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any brokerage 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 or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable otherwise does not have any economic interest in accordance with its terms, except 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, 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 the applicable Company its Subsidiaries. ; (evi) Neither the Company nor or any of its Subsidiaries has not subleased, licensed or otherwise granted any person the right to use such real property or any portion thereof; (vii) the Company or any of its Subsidiaries has received a notice of default under not collaterally assigned or granted any other security interest in such Real Estate Property Lease during or any interest therein; and (viii) there are no Liens or encumbrances on the last six (6) months which remains uncuredestate or interest created by such Lease.

Properties. (a) None Parent or a Parent Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Company 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 Company Parent Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of 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, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of Parent Permitted Liens” shall mean any and all leases, subleases, sub-subleases, licenses and purchase options to which the 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is Liens relating to any Indebtedness incurred in full force and effect and constitutes the valid and legally binding obligation ordinary course of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance business consistent with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equitypast practice, (ii) has Liens that result from any statutory or other Liens for Taxes or assessments that are not been amended yet subject to penalty or modified the validity of which is being contested in any material respect except as reflected in good faith by appropriate proceedings and for which there are adequate reserves on the modificationsfinancial statements of the Parent (if such reserves are required pursuant to GAAP), amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 5.16(j) of the Parent Disclosure Letter, Parent Leases or ground leases or air rights affecting any Parent Property, (iv) Liens imposed or promulgated by 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 the Parent or any Parent Subsidiary to Company prior to the date hereof and, with respect to any Permitted leasehold interests, Liens granted under on the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company underlying fee or any leasehold interest of the applicable Company Subsidiaries. ground lessor, lessor, or sublessor, (evi) Neither 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 Company nor 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 Company Subsidiaries has received a notice applicable Parent Property or the continued use and operation of default under any Real Estate Lease during the last six (6) months which remains uncuredapplicable Parent Property as currently used and operated.

Properties. (a) None A true and complete list of all of the real property owned by the Company and its Subsidiaries is set forth in Section 3.15(a) of the Disclosure Schedule (collectively, the "OWNED REAL PROPERTY"). Honeywell has heretofore Made Available to Purchaser true and complete copies of the most recent surveys for the Owned Real Property in the possession of any of Honeywell, the Company or any Company Subsidiary owns any real propertyits Subsidiaries. (b) Section 4.15(b3.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, Schedule contains a true and complete list schedule of all leases and subleases under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, any real property (collectively, the "REAL PROPERTY LEASES") (the land, buildings and other improvements covered by the Real Property Leases being herein called the "LEASED REAL PROPERTY" and, collectively with the Owned Real Property, the "PROPERTY"), which schedule sets forth the date of and the parties to each Real Property Lease, and the address of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, Leased Real Property covered thereby. Neither the Company and nor its Subsidiaries, as tenant, are in monetary default beyond any applicable notice and cure periods with respect to the Real Property Leases with annual base rents of at least $100,000. (collectively, including c) Section 3.15(c) of the Improvements thereon, the “Leased Real Property”), Disclosure Schedule contains a true and sets forth a description complete schedule of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto other agreements (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto"SPACE LEASES") have been made available granting to Parent. (c) To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with person other than the Company and/or and its Subsidiaries current any right to the possession, use, occupancy or operation enjoyment of the Leased Real Property taken as a wholeor any portion thereof, which schedule sets forth the date of and the parties to each Space Lease. (d) Each Real Estate Lease Except as set forth in Section 3.15(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or holds, nor is it obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Property or any portion thereof or interest therein. (ie) The Company and its Subsidiaries have good and marketable title to all machinery, equipment, furniture and other tangible assets used in the ordinary course of their business and operations that they purport to own ("TANGIBLE PROPERTY"), free and clear of any Encumbrances other than Permitted Encumbrances. The Tangible Property is in full force operating condition and effect repair (ordinary wear and constitutes tear excepted) and sufficient to operate the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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 SPS Business in the modificationsordinary course consistent with past practice. (f) The Company and its Subsidiaries own, amendmentslease, supplementssublease or license all Property and Tangible Property that are used in the ordinary course of their business and operations. (g) All material components of all buildings, waivers structures and side letters thereto made available other material improvements included within the Owned Real Property and to Parent the knowledge of Honeywell included within the Leased Real Property that is actually 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 physically occupied by the Company or any of its Subsidiaries (the applicable Company Subsidiaries"IMPROVEMENTS"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, systems and facilities included therein, are in operating condition and repair (ordinary wear and tear excepted) and sufficient to operate the SPS Business in the ordinary course consistent with past practice. (eh) The Company and the Subsidiaries of the Company have, as of the Closing Date, good and marketable fee title to the Owned Real Property and a valid leasehold interest in the Leased Real Property, as provided in the applicable Lease, in each case, free and clear of any liens, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or other encumbrance in respect of such property or asset (collectively, "ENCUMBRANCES"), except for Permitted Encumbrances. (i) Neither the Company nor any of the Company its Subsidiaries has received a written notice (and with respect to the Leased Real Property, written notice from the respective landlord) of default under any pending, threatened or contemplated condemnation proceeding affecting the Owned Real Estate Lease Property or the Leased Real Property that is actually and physically occupied by the Company or any of its Subsidiaries or any part thereof or of any sale or other disposition of such Leased Real Property or any part thereof in lieu of condemnation. (j) Since January 1, 2003, no material portion of the Owned Real Property has suffered during the last six (6) months period of ownership, occupancy or use of such Owned Real Property by the Company or any of its Subsidiaries, any material damage by fire or other casualty which remains uncuredhas not heretofore been completely repaired or restored.

Properties. (a) None Except as set forth in Schedule 2.11 attached hereto, CLASSIC has good and marketable title to all properties and assets reflected on the CLASSIC Balance Sheet and Schedule, reflecting the property inventory and depreciation list (except properties and assets sold or otherwise disposed of In the Ordinary Course after the date of such CLASSIC Balance Sheet), free and clear of all Liens, except (i) such Liens as are disclosed in Schedule 2.11, (ii) Liens for taxes not yet due and payable, (iii) Liens of landlords, vendors, warehousemen and mechanics and (iv) such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or expense or do not materially detract from the value or interfere with the present use of the Company property subject thereto or affected thereby. To the best of ▇▇▇▇▇'▇ knowledge, all properties of CLASSIC (whether owned, leased or contracted for management) are in compliance with all applicable laws, statutes, rules and regulations (including, without limitation, building, zoning and environmental laws) and all covenants, conditions, restrictions or easements affecting the property or its use or occupancy, and no notices of any Company Subsidiary owns any real propertyviolations thereof have been received. (b) Section 4.15(b) Except as set forth in Schedule 2.11, each of the Company Disclosure Letter contains, as leases or contracts for management 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 which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate "Leases”). True and complete copies ") under which the material properties 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 Company, there CLASSIC are no facts or conditions affecting any of the buildings, structures, fixtures and improvements leased (the “Improvements”) located on the "Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (iProperty") is unmodified and in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except 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, waivers and side letters thereto form made available to Parent CEC and (iii) except with respect to attached and scheduled in Section 2.14 hereof), and, there are no other agreements, written or oral, between CLASSIC and any Permitted Liens granted third parties claiming an interest in CLASSIC's interest in the Leased Property or otherwise affecting its management, use and occupancy thereof. Except as set forth m Schedule 2.11, is not in default under the terms of Leases, and no defaults (whether or not subsequently cured) by CLASSIC have been alleged thereunder which, in either case, could be reasonably expected to have a Material Adverse Effect. Each lessor named in any of the Real Estate LeasesLeases is not in default thereunder, has and no defaults (whether or not subsequently cured) by such lessor have been assigned in any manner by the Company or any of the applicable Company Subsidiariesalleged thereunder. (e) Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Properties. (a) None of Neither the Company nor any of its Subsidiaries owns or any Company Subsidiary owns has ever owned any real property. (b) . Section 4.15(b3.7(a) of the Company Disclosure Letter contains, as of the date of this Agreement, sets forth a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is currently leased, subleased, sub-subleased, licensed or licensed to, subleased by or from the Company or any of its Subsidiaries or otherwise used or occupied by, by the Company and or any of its Subsidiaries, as applicable Subsidiaries (collectively, including the Improvements thereon, the “Leased Real Property”), . All Lease Documents are valid and sets forth a description of any and enforceable in all leases, subleases, sub-subleases, licenses and purchase options to which material respects against the Company or any Company its 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 Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. (d) Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its their respective terms, except as enforcement may be limited by bankruptcysubject to the Bankruptcy and Equity Exception, insolvencyand there is not, 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, 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 Leasessuch leases, has not been assigned in any manner existing material 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 applicable knowledge of the Company, by any other party thereto. The Company Subsidiaries. (e) and its Subsidiaries currently occupy all of the Leased Real Property necessary for the operation of their business, and no third parties occupy or, to the knowledge of the Company, have a right to occupy any Leased Real Property. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or material expense for any restoration or surrender obligations with respect to the Leased Real Property. The Leased Real Property is in good operating condition suitable for the operation of the Company’s business as currently conducted and, to the Company’s knowledge, in compliance, in all material respects, with applicable Legal Requirements. Each of the Company and each of its Subsidiaries has received a notice performed in all material respects all of default its respective obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect, and has no continuing Liability with respect to such terminated real property leases. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that requires, or would reasonably be expected to require, the payment of any real estate brokerage commissions, and no such commission is owed by the Company or any of its Subsidiaries with respect to any of the Leased Real Estate Lease during the last six (6) months which remains uncuredProperty.