Common use of Properties Clause in Contracts

Properties. (a) Except as set forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Except as set forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Folsom Lake Bank owns no real property. Parent All real property leased by Folsom Lake Bank has provided been Previously Disclosed. With respect to such real property that is leased by Folsom Lake Bank, Folsom Lake Bank 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 Company 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 (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 (iii) as Previously Disclosed. Folsom Lake Bank has delivered true, correct and complete copies of such lease(s), together with all Real Property Leases. No Person other than Parent amendments thereto, to CVCY and Central Valley Community Bank; any such lease is in full force and effect and will not lapse or terminate prior to the Parent Subsidiaries has any option or right to terminate 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 Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and enjoyable obligations of the parties thereto; the transactions contemplated hereby will not require the consent of any landlord under any such lease, or such consent shall have been obtained; and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property subject to any such lease, 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 (other than Permitted Liens), to all of their respective its material tangible Assetsproperties 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. Parent All personal property which is material to Folsom Lake Bank’s business and the Parent Subsidiaries own, lease under valid leased or licensed by Folsom Lake Bank is held pursuant to leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries licenses which are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force accordance with their respective terms and effect and there is no violation, breach, default, or any event or condition which, after notice such leases will not terminate or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, prior to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesEffective Time.

Properties. (ai) Except as set forth on Section 5.16(a5.03(s)(i) of Cornerstone’s Disclosure Schedule contains a complete and correct list of all real property or premises owned or operated by Cornerstone as of the Parent date hereof. Other than as disclosed in Section 5.03(s)(i) of Cornerstone’s Disclosure LetterSchedule, neither Parent nor none of Cornerstone or any of its Subsidiaries owns, and no such entity is in the Parent Subsidiaries own process of foreclosing (whether by judicial process or has any options by power of sale) or otherwise in the process of acquiring title to, except pursuant to purchase foreclosures which are pending in the ordinary course of business consistent with past practice, any real property. Parent has provided property or premises on the Company true, date hereof in whole or in part. (ii) Section 5.03(s)(ii) of Cornerstone’s Disclosure Schedule contains a complete and correct and complete copies list of all Real Property Leases. No Person other than Parent real property or the Parent Subsidiaries has any option premises leased or right to terminate subleased in whole or in part by Cornerstone or any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent its Subsidiaries, and together with a list of applicable leases or subleases and the Parent name of the lessor or sublessor. (iii) To Cornerstone’s Knowledge, all real and personal property owned by Cornerstone or any of its Subsidiaries own 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, valid marketable and marketable indefeasible title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property properties and Assets they lease (includingassets, without limitationreal and personal, reflected on the Leased Real Properties)consolidated balance sheet of Cornerstone as of December 31, Parent and the Parent Subsidiaries are in compliance in all material respects with 2024, or acquired after such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liensdate, other than Permitted Liens. Each Real Property Lease is properties sold by Cornerstone or any of its Subsidiaries in full force the ordinary course of business, except (A) Liens for current taxes and effect 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 there is no violationencumbrances, breachif any, defaultas 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 event of its Subsidiaries is held pursuant to leases or condition whichlicenses which are valid obligations of Cornerstone or any of its Subsidiaries and, after notice 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 time or bothits Subsidiaries has the right to use and occupy such leased real property for the full term, will constitute a violationand 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 by Parent or a Parent Subsidiary under any Real Property Lease, orsuch real property lease and, to the Knowledge of Parent Cornerstone as of the date hereof, no event has occurred, and no circumstances or the Parent Subsidiariescondition exists, by any other party thereto. There are no parties physically occupying that (with or using any portion 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 Leased Real Properties nor do provisions of any other parties have real property lease, (B) give any Person the right to physically occupy 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, licensed or granted occupancy rights in any portion or any real property owned by Cornerstone or any of its Subsidiaries, (C) to Cornerstone’s Knowledge, no other Person has any rights to the Leased Real Propertiesuse, occupancy or enjoyment of any real property owned by Cornerstone or any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement. (vii) Except as set forth in each caseSection 5.03(s)(vii) of Cornerstone’s Disclosure Schedule, other than Parent the real property owned by Cornerstone or any of its Subsidiaries (A) is occupied under a valid certificate of occupancy or similar permit, (B) the Parent SubsidiariesTransaction will not require the issuance of any new or amended certificate of occupancy and, (C) to Cornerstone’s Knowledge, there are no facts that would prevent any such property from being occupied and used by Plumas Bank after the Closing in the same manner as occupied by Cornerstone immediately prior to the Closing. (viii) To Cornerstone’s Knowledge, (x) all improvements on the real property owned by Cornerstone or any of its Subsidiaries are wholly within the lot limits of such real property and do not encroach on any adjoining premises or easement or similar property right benefiting such real property, and (y) there are no encroachments on any real property owned by Cornerstone or any of its Subsidiaries or any easement of property, right or benefit appurtenant thereto by any improvements located on any adjoining property which detract from the use therefrom.

Properties. (a) Except as set forth on Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 5.16(a3.11(b) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Letter sets forth a true, correct and complete copies list of all real property leases, subleases and other occupancy arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). No Person other than Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent or a true, correct and complete copy of each Real Property Lease. Neither the Parent Company nor any of its Subsidiaries has transferred, mortgaged or assigned any option interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or right to terminate otherwise granted rights of use or occupancy of any of the Real Property Leases premises described therein to any other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conductedPerson. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the each Real Property LeasesLease: (i) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each such Real Property Lease is in full force and effect and there is no violationvalid and binding on the Company and its Subsidiaries, breachas applicable and, defaultto the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) no event has occurred or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will constitute would result in such a violation, material breach or default by Parent violation of, or a Parent Subsidiary under any material default under, such Real Property Lease, oror permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of Parent the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any use and occupancy of the Leased Real Properties nor do any Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other parties have the right to physically occupy or use any portion Laws. (c) Each of the Leased Real PropertiesCompany and its Subsidiaries, in all material respects, (i) has good and valid title to all of its properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, other than Parent or the Parent Subsidiariesexcept for Permitted Encumbrances.

Properties. (a) Except as set forth on Section 5.16(a4.11(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Letter sets forth a true, correct and complete copies list of the common name and address of each hotel owned or leased (including ground leased) by the Company or any Company Subsidiary as lessee or sublessee, as of the date of this Agreement (all Real Property Leasessuch 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”). No Person other than Parent As of the date hereof, each of the Company Properties is owned or leased by the Company or the Parent Subsidiaries has any option or right to terminate any Company Subsidiary indicated on Section 4.11(a) of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party theretoCompany Disclosure Letter. There are no parties physically occupying real properties that the Company or using any portion of any of Company Subsidiary is obligated to buy, lease or sublease at some future date. (b) The Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Company Properties, in each case, free and clear of Encumbrances, except for Company Permitted Encumbrances, none of which Company Permitted Encumbrances have had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. For the purposes of this Agreement, “Company Permitted Encumbrances” shall mean any (i) Encumbrances relating to any Indebtedness set forth on Section 4.11(b)(i) of the Company Disclosure Letter, (ii) statutory or other Encumbrances for Taxes or assessments that are not yet due (or are due but not yet delinquent) or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (iii) the terms of any Company Major Leases, Company Ground Leases or any other leases, subleases or licenses entered into by the applicable Company Subsidiary as landlord, sublandlord or licensor in the ordinary course of business, (iv) Encumbrances imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Encumbrances (but excluding Encumbrances relating to any Indebtedness other than Parent as set forth on Section 4.11(b)(i) of the Company Disclosure Letter) that are disclosed on the title insurance policies or title insurance commitments listed on Section 4.11(b)(v) of the Company Disclosure Letter previously made available to Park (including any air rights described in such Encumbrances), (vi) any right, title or interest of a lessor or sublessor set forth in any Company Ground Lease, (vii) any Encumbrance in favor of a lessor or sublessor set forth in any Company Ground Lease to secure unpaid rent, (viii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Encumbrances imposed by Law and incurred in the ordinary course of business consistent with past practice that are related to obligations not yet due and payable or the Parent Subsidiariesvalidity of which is being contested in good faith by appropriate proceedings and (ix) any other Encumbrances (but excluding Encumbrances relating to Indebtedness) that do not materially impair the value of the applicable Company Property or the continued use and operation of the applicable Company Property as currently used and operated. Section 4.11(b) of the Company Disclosure Letter describes any material Company Permitted Encumbrances that, as of the date hereof, are being contested in good faith by appropriate proceedings.

Properties. (a) Except as set forth on Section 5.16(a5.18(a) of the Parent Spirit Disclosure LetterLetter sets forth a list of the address of each real property owned, neither Parent nor leased (as lessee or sublessee), including ground leased, by Spirit or any Spirit Subsidiary as of the Parent Subsidiaries own date of this Agreement (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or has any options under such real property and all easements, rights and other appurtenances to purchase any such real property, are individually referred to herein as a “Spirit Property” and collectively referred to herein as the “Spirit Properties”). Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any Section 5.18(a) of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of Spirit Disclosure Letter identifies all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material real property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse as of time or boththe date of this Agreement, will constitute a violation, breach or default is under contract by Parent Spirit or a Parent Spirit Subsidiary for purchase or which is required under any Real Property Lease, or, a binding contract to be leased or subleased (as lessee or sublessee) by Spirit or a Spirit Subsidiary after the Knowledge date of Parent this Agreement. (b) Spirit or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying a Spirit Subsidiary owns good and valid fee simple title or using any portion leasehold title (as applicable) to each of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Spirit Properties, in each case, free and clear of Liens, except for Spirit Permitted Liens. For the purposes of this Agreement, “Spirit Permitted Liens” shall mean any (i) Liens securing any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other than Parent Liens for Taxes or assessments that are not yet delinquent or the Parent Subsidiariesvalidity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of Spirit (if such reserves are required pursuant to GAAP), (iii) Liens arising under Spirit Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 5.18(b) of the Spirit Disclosure Letter, or Spirit Leases or ground leases or air rights affecting any Spirit Property, (iv) Liens imposed or promulgated by Law or any Governmental Authority, including zoning regulations, permits and licenses, (v) Liens that are disclosed on the existing Spirit Title Insurance Policies made available by or on behalf of Spirit or any Spirit Subsidiary to Spirit prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vi) any landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the financial statements of Spirit (if such reserves are required pursuant to GAAP), and (vii) any other Liens, limitations, restrictions or title defects that do not materially impair the value or marketability of the applicable Spirit Property or the continued use and operation of the applicable Spirit Property as currently used and operated.

Properties. (a) Except as set forth on Neither the Company nor any Company Subsidiary owns any real property. (b) Section 5.16(a5.15(b) of the Parent Company Disclosure LetterLetter contains, neither Parent nor as of the Parent Subsidiaries own date of this Agreement, a true and complete list of all real property that is leased, subleased, sub-subleased, or has any options to purchase any real property. Parent has provided licensed to, or otherwise occupied by, the Company trueand the Company Subsidiaries, correct as applicable (such property, the “Leased Real Property”), and sets forth a list of any and all leases, subleases, sub-subleases, licenses, sublicenses and occupancy agreements and purchase options for the use of the Leased Real Property to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications and amendments 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, 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 Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right Estate Leases have been made available to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens Parent. (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesc) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Estate Lease (i) is in full force and effect and there a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, 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; (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries. (d) There is no violation, breach, default, existing material default or event of default by the Company or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Leasethe Company Subsidiaries, or, to the Knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto, under any Real Estate Lease, nor, to the Knowledge of the Company, any event which with notice or lapse of time or both would constitute a material default thereunder by the Company or any Subsidiary (as applicable) or any other party thereto. (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 all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no parties physically occupying physical conditions or using defects on any portion of any part of the Leased Real Properties nor do any other parties have Property that would materially impair or would be reasonably expected to materially impair the right to physically occupy or use any portion continued operation of the business of the Company and the Company Subsidiaries as presently conducted at such Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Section 5.16(a) of 9.1 The Properties are the Parent Disclosure Letteronly land, neither Parent nor the Parent Subsidiaries own buildings and premises owned, controlled, used, leased or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate occupied by any of the Real Property Leases other than as expressly set forth Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in such Real Property Leases. Parent and possession of the Parent Subsidiaries own good, valid and marketable title, free and clear 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 Liens of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Liens), Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 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 all of their respective material tangible Assets. Parent observe and perform the Parent Subsidiaries own, tenant’s covenants under that lease under valid leases or has use been or is a guarantor of and/or valid access a tenant under valid 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 has received written notice that any covenants, conditions or agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for contained in the conduct relevant leases on the part of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent landlord or the Parent Subsidiaries, by any other party thereto. There are tenant have not been complied with that remains outstanding or unresolved; (ii) no parties physically occupying Group Company has terminated or using any portion been notified of the termination of any of its leases and no such termination has been threatened by the Leased Real Properties respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor do any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any of the 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 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other parties have pending legal proceedings as regards or in connection with the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperties where a Group Company is a party.

Properties. (a) Schedule ‎3.9(a) lists all fee owned real property by any Group Company (each, an “Owned Real Property”), and sets forth the name of the entity holding such Owned Real Property interest and the street address of each Owned Real Property. The Owned Real Property constitutes all of the real property utilized in connection with the business of the Group Companies and is adequate to conduct such business as currently conducted. (b) Correct and complete copies of all existing vesting deeds, current title insurance policies, copies of all underlying recorded documents and most recent surveys, copies of any appraisals, in each case, relating to the Owned Real Property, have been made available to Buyer (in each case to the extent in the possession of the Company or any of its Subsidiaries) prior to the date hereof. (c) Except as set forth on Section 5.16(aSchedule ‎3.9(c), with respect to each Owned Real Property: (i) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or applicable Group Company has any options good and valid indefeasible fee simple title to purchase any real property. Parent has provided the Company true, correct and complete copies of all such Owned Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleProperty, free and clear of all Liens, except Permitted Liens and (other than Permitted Liens), to all of their respective material tangible Assets. Parent and ii) the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries Group Companies are in compliance in all material respects with any zoning, use, occupancy or similar requirements applicable to such leases Owned Real Property. (including, without limitation, d) The applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property Leases) or any portion thereof and hold a valid and enforceable leasehold other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein. (e) Other than in connection with takings for road widening and redirection that would not have an adverse impact on the conduct of business at such Owned Real Property, free of any Liens, other than Permitted Liens. Each no Group Company has Knowledge that the Owned Real Property Lease or portion thereof is in full force and effect and there subject to any pending suit for condemnation or expropriation or other taking by any Governmental Entity or that any such condemnation or other taking is no violationthreatened or contemplated. (f) The Group Companies do not lease, breachsublease, defaultlicense or otherwise occupy any real property as tenant, subtenant, or any event or condition whichlicensee. (g) The components of all buildings, after notice or lapse of time or bothstructures, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any equipment and other improvements located on the Owned Real Property Leaseare in good operating condition and repair in all material respects for the uses for which they are currently employed (normal wear and tear excepted). The property and assets owned by the Company or any Company Subsidiary, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties which they otherwise have the right to physically occupy or use any portion use, constitute all of the Leased property and assets used or held for use in connection with the businesses of the Company or any Company Subsidiary and are adequate to conduct such businesses as currently conducted. Except as set forth on Schedule 3.9(g), no material repairs, replacements or regularly scheduled maintenance relating to any Owned Real PropertiesProperty that have not been completed are currently being delayed or deferred. (h) The applicable Group Company has access to and the rights of ingress and egress over, to and from public roads or through easements or other rights of way bounding each Owned Real Property. (i) To the Knowledge of the Company, any off-site storage facility set forth on Schedule 3.9(i) used by the Company or any Company Subsidiary, and operated by a third-party service provider, to house archive material, specimens, paper data, electronic data, back-up material and study-related or support records used in each casethe operation of the business of the Company and the Company has been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of the same, other than Parent or the Parent Subsidiariesordinary wear and tear excepted).

Properties. (a) Except as set forth on Section 5.16(ahas not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies its Subsidiaries have valid leasehold interests in each parcel of all Real Property Leases. No Person other than Parent real property used by the Company or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleits Subsidiaries, free and clear of all Liens (other than Liens, except for Permitted Liens), to all (ii) each lease, sublease or license (each, a “Lease”) under which the Company or any of their respective material tangible Assets. Parent and the Parent its Subsidiaries ownleases, lease under valid leases subleases or has use of and/or valid access under valid agreements to all material facilitieslicenses any real property is, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect subject to the material property Bankruptcy and Assets they lease (includingEquity Exceptions, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest thereinbinding obligation of the Company or a Subsidiary of the Company (as the case may be) and, free to the knowledge of any Liensthe Company, each of the other than Permitted Liens. Each Real Property Lease is parties thereto, and in full force and effect and there enforceable in accordance with its terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto (except for such Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is no violation, breach, default, at the option of the Company or any event of its Subsidiaries such termination must be in the ordinary course of business), (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any of the other parties thereto has violated or condition whichcommitted or failed to perform any act which (with or without notice, after notice or lapse of time or both, will ) would constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property provision of any Lease and (iv) neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Lease, or, nor has the Company or any of its Subsidiaries delivered notice to the Knowledge of Parent or the Parent Subsidiaries, by any other party theretoto a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the date hereof. There are no parties physically occupying or using any portion of Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property during the Leased Real Properties nor do past five years. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the real property used by the Company or any of its Subsidiaries and any plants, buildings, structures and equipment thereon leased by the Company and its Subsidiaries have no defects, are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are (and following the Closing will be) in possession of and have (and following the Closing will have) good title to, or valid leasehold interests in or valid rights under contract to use, the material machinery, equipment, furniture, fixtures and other parties have material personal property and assets used by the right to physically occupy Company or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent its Subsidiaries.

Properties. (ai) Except as set Set forth on Section 5.16(aSchedule 3.1(q) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Schedule is a list of all real property. Parent has provided property (x) owned by the Company trueor its Subsidiaries (“Owned Real Property”) and (y) leased, correct subleased, or occupied by the Company or its Subsidiaries (“Leased Real Property,” and complete copies of all collectively with the Owned Real Property LeasesProperty, the “Real Property”). No Person other than Parent The Company or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than its Subsidiaries, as expressly set forth in such Real Property Leases. Parent applicable, have good and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), defensible fee simple title to all of their respective material tangible Assets. Parent and the Parent Subsidiaries Owned Real Property that it or they own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilitiesincluding the properties reflected in the Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, machinery2015 filed with the SEC, equipment and other material tangible Assets necessary but excluding any property that is no longer used for the conduct of their respective the business of the Company and its Subsidiaries as presently conductedconducted or that have been disposed of in the ordinary course of business. With respect to the material property and Assets they lease (includingThe Company or its Subsidiaries, without limitationas applicable, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold have a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each in all Leased Real Property Lease that it or they lease, and each such lease constitutes a valid and binding obligation of the Company or its Subsidiaries, as applicable, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in full force a proceeding in equity or at law). The Company’s or Subsidiaries’ possession and effect quiet enjoyment of the Leased Real Property under the Leases has not been disturbed, and to the Company’s knowledge, there is are no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary disputes under any of the Leases. All such Real Property Leaseis free and clear of all Encumbrances, orexcept for (A) liens for Taxes not yet delinquent, (B) Encumbrances that would be disclosed by an accurate survey or inspection of the Real Property in question (including any Encumbrances or other matters disclosed in any surveys, title commitments, title insurance policies or other title searches provided to the Knowledge or obtained by or on behalf of Parent or the Parent Financing Sources pursuant to this Agreement) that do not, individually or in the aggregate, materially interfere with and are not violated by the current use of such Real Property, (C) statutory or other inchoate liens securing liabilities incurred in the ordinary course of business for amounts not yet delinquent, (D) Encumbrances in the nature of zoning or land use restrictions applicable to the specific Real Property as of the Closing Date not violated by the current use of the specific Real Property, (E) covenants, conditions or restrictions of record affecting title to the specific Real Property, (F) all other rights of any Governmental Entity to regulate the use, development or occupancy of any Real Property as of the date hereof which rights are not violated by the current use or occupancy of such Real Property, (G) minor Encumbrances that do not materially detract from the value of the specific Real Property affected or the present use of such Real Property, (H) non-perpetual, non-exclusive licenses to Real Property granted in the ordinary course of business, (I) Encumbrances that would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect and (J) Encumbrances existing or expressly permitted pursuant to credit facilities of the Company and its Subsidiaries existing as of the date of this Agreement (items (A) through (J), collectively, “Permitted Encumbrances”). The Real Property comprises all of the material real property used or intended to be used in connection with the business of the Company and its Subsidiaries, by and such Real Property, including all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof that are located on the Owned Real Property (the “Improvements”) are in good condition and repair (subject to ordinary wear and tear, casualty and condemnation). Except as would not reasonably be likely to have a Company Material Adverse Effect, (i) neither the Company nor its Subsidiaries have leased, subleased or otherwise granted to any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have Person the right to physically use or occupy any Real Property or use any portion thereof, and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. (ii) The Company or its Subsidiaries, as applicable, own or have good and valid title to, free and clear of any and all Encumbrances, except for Permitted Encumbrances, all personal property assets, both tangible and intangible, that it or they own, including the personal property assets reflected in the Company’s most recent consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015 filed with the SEC, but excluding any personal property assets that are no longer used for the conduct of the Leased Real Properties, businesses of the Company and its Subsidiaries as presently conducted or that have been disposed of in each case, other than Parent or the Parent Subsidiariesordinary course of business.

Properties. (a) Except as set forth on Section 5.16(a) DGK ORRI Company LLC has good and defensible title to the Collateral Coverage Minimum of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleBorrowing Base Properties, free and clear of all Liens (other than Permitted Liens), Liens permitted by Section 7.01. Each of the Loan Parties has good title to all its material personal properties, in each case, free and clear of their respective material tangible Assetsall Liens other than Liens permitted by Section 7.01. Parent Since the date of the acquisition of any Royalty Interests, no action has occurred by, through or under DGK ORRI Company LLC or any other Loan Party to affect the status of its title to the Royalty Interests and DGK ORRI Company LLC through its predecessors in title has the right to require its predecessors to defend title to the Royalty Interests against adverse claims arising by, through or under such predecessor. After giving full effect to the Liens permitted by Section 7.01 and Dispositions permitted by Section 7.05, DGK ORRI Company LLC owns the net interests in production attributable to the Borrowing Base Properties as reflected on Schedule 5.19 hereto and, after the Closing Date, in the most recently delivered Reserve Report, and the Parent Subsidiaries ownownership of such properties shall not obligate DGK ORRI Company LLC to bear any costs, lease under valid burdens, risk or expenses, including without limitation, any costs, burdens, risk or expenses in relation to the production, maintenance, development and operations of each such property, other than DGK ORRI Company LLC’s proportionate share of post production expenses attributable to each such Borrowing Base Property; provided that, if such post production expenses are paid to an Affiliate of any Loan Party or of the Sponsor, the amount of such post production expenses shall not exceed the average commercial charges for similar services and expenses provided to non-Affiliates prevailing in the general area where such Borrowing Base Properties are located. (b) At least an amount of the oil and gas leases or has use of and/or valid access under valid burdened by the Royalty Interests sufficient to constitute the Collateral Coverage Minimum and such agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective the business as presently conducted. With respect (including receipt of amounts attributable to the material property Royalty Interests) of the Borrower and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent its Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesi) and hold a valid and enforceable leasehold interest thereinsubsisting, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, (ii) to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any knowledge of the Leased Real Borrower, are maintained in accordance with prudent business standards, except to the extent that any such failure to be valid or subsisting or maintained could not reasonably be expected to have a Material Adverse Effect. (c) If it is ascertained at any time that DGK ORRI Company LLC does not have good and defensible title to at least the Collateral Coverage Minimum of the Borrowing Base Properties nor do any other parties then such failure shall not be a Default or Event of Default, but the Administrative Agent and the Required Lenders shall have the right to physically occupy or use any portion of the Leased Real Properties, rights set forth in each case, other than Parent or the Parent SubsidiariesSection 6.15.

Properties. (a) Except as set forth on Section 5.16(a3.14(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Letter sets forth a correct and complete list of all real property. Parent has provided property owned by the Company trueor any Company Subsidiary that is material to the operation of the business of the Company or any Company Subsidiary (the “Owned Real Property”). Section 3.14(b) of the Company Disclosure Letter sets forth a correct and complete list of all leases, subleases, licenses, use or occupancy or similar agreements that cover real property that is material to the operation of the business of the Company or any Company Subsidiary (as amended or modified from time to time, the “Real Property Leases”) and under which the Company or any Company Subsidiary is a party as tenant, subtenant or in a similar capacity, and sets forth the street address of the real property that is the subject of any Real Property Lease (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has previously made available to Parent correct and complete copies of all each Real Property LeasesLease. No Person other than Parent Except as, individually or in the Parent aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and each of the Company Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titletitle to the Owned Real Property and a valid leasehold or sublease interest in the Leased Real Property, in each case, free and clear of all Liens (other than except for Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesii) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each each Real Property Lease is valid, in full force and effect and enforceable against the Company or Company Subsidiary that is party thereto, (iii) the Company and the Company Subsidiaries are not in default (and there is no violation, breach, default, or any event or condition which, that after notice or lapse of time or both, will both would constitute a violation, breach or default by Parent the Company or any Company Subsidiary) under any Real Property Lease and, to the Knowledge of the Company, there is no default (or event or condition that after notice or lapse of time or both would constitute a Parent Subsidiary default) by any other party thereto under any Real Property Lease, or(iv) no Person leases, subleases, licenses or otherwise has a right to the Knowledge of Parent use or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of occupy any of the Leased Real Properties nor do Property other than the Company or any other parties have Company Subsidiary and (v) all improvements located on the right Real Property are in sufficiently good condition and repair (ordinary wear and tear excepted) to physically occupy or use any portion allow the business of the Leased Company and the Company Subsidiaries to be operated in the ordinary course as currently operated and as presently proposed to be operated. Neither the Company nor any Company Subsidiary is a party to any agreement for the sale of any Real Properties, in each caseProperty. No other real property, other than Parent or the Parent SubsidiariesReal Property, is material to the operation of the business by the Company as conducted as of the date hereof.

Properties. (a) Except as set forth on Section 5.16(aSchedule 3.11(a), each of Company and its Subsidiaries has good, valid and marketable title to, or in the case of Leased Real Property, valid leasehold interests in, the Owned Real Property and the Leased Real Property free and clear of all Liens, except for Permitted Liens. (b) Schedule 3.11(b) contains a true and complete list of all real property owned by Company or any Subsidiary (collectively, the "Owned Real Property") and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. Copies of title reports or policies obtained by Company with respect to each of the Owned Real Property have previously been made available to Parent Disclosure Letterto the extent that such reports and policies are in Company's possession and control, neither Parent nor as applicable. (c) Schedule 3.11(c) contains a true and complete list of all of the Parent leases, subleases, and other agreements under which Company or any of its Subsidiaries own uses or occupies or has the right to use or occupy any options to purchase any real property (the "Real Property Leases" and the real property leased thereunder, the "Leased Real Property"), including the correct street address of each such real property. Company has made available to Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent Leases (including all written modifications, amendments, supplements, waivers and side letters thereto in Company's possession or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens control). (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesd) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is a valid and binding obligation of Company or a Subsidiary and is in full force and effect and there effect. There is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, Lease either by Company or the Subsidiaries party thereto or, to the Knowledge of Parent or the Parent SubsidiariesCompany'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. All rent and other sums and charges payable by Company or any of its Subsidiaries, as applicable, as tenant thereunder, are paid or reserved for and no termination event or condition (other than expiration of such Real Property Lease by its terms on its scheduled termination date, rather than an accelerated termination date) exists under any Real Property Lease. (e) There are no parties physically occupying does not exist any pending or, to Company's Knowledge, threatened condemnation or using eminent domain proceedings that affect any portion Owned Real Property or Real Property Lease, 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 Real Property Lease. Except as set forth on Schedule 3.11(e), Company has not received any written notice of any material violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property. Company has obtained all material permits necessary for the present operation and use of each parcel of Owned Real Property and Leased Real Property. (f) Except as set forth on Schedule 3.11(f), none of the Owned Real Property or the Leased Real Properties nor do Property is subject to any lease, sublease, license or other agreement granting to any other parties have the Person any right to physically occupy the use, occupancy or use enjoyment of such real property or any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariespart thereof.

Properties. (a) Except as set forth on None of the Company or any Company Subsidiary owns any real property. (b) Section 5.16(a4.15(b) of the Parent Company Disclosure LetterLetter contains, neither Parent nor as of the Parent Subsidiaries own 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 has 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 purchase any real property. Parent has provided which the Company trueor any Company Subsidiary is a party with respect thereto (collectively, correct the “Real Estate Leases”). True and complete copies of all Real Property Leases. No Person other than Parent 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 the Parent Subsidiaries has any option or right to terminate conditions affecting any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent buildings, structures, fixtures and improvements (the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, “Improvements”) located on the Leased Real Properties)Property that, Parent and in the Parent aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries are in compliance in all material respects with such leases (includingcurrent use, without limitation, occupancy or operation of the Leased Real Property Leasestaken as a whole. (d) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Estate Lease (i) is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse constitutes the valid and legally binding obligation of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent Company or the Parent Subsidiaries, by any other applicable Company Subsidiary which is a party thereto. There are no parties physically occupying , as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or using similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has not been amended or modified in any portion 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 Properties nor do Estate Leases, has not been assigned in any other parties have manner by the right to physically occupy Company or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent 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) Except as set forth on Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 5.16(a3.14(b) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own Letter contains a true and complete list of all material real property leased or has any options to purchase any real property. Parent has provided subleased (whether as tenant or subtenant) by the Company or any Subsidiary (including the improvements thereon, the “Leased Real Property”). The Leased Real Property constitutes all of the real property utilized in connection with the Company Business or the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right which have been provided to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens Parent. (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesd) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there 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 violation, breach, default, material default under any Lease either by the Company or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, its Subsidiaries or, to the Knowledge of Parent or the Parent SubsidiariesCompany, 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. There are no parties physically occupying Neither the Company nor any of its Subsidiaries has assigned (collaterally or using otherwise) or granted any portion of other security interest in any of the Leases or any interest therein. (e) To the Knowledge of the Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Properties nor do Property. The Company has not received any other parties have the right to physically occupy or use any portion written notice of the intention of any Governmental Entity or other Person to take any Leased Real PropertiesProperty. (f) The Company and each Subsidiary has good title to, or a valid and binding leasehold interest in, all of the material personal property owned or used by it, in each case, case free and clear of all Encumbrances other than Parent or the Parent SubsidiariesPermitted Encumbrances.

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) Except as set forth on Section 5.16(a) be for a term of not less than 15 years from Completion, with a contractual right to renew for a further 5 years from expiry of the Parent Disclosure Letterinitial term; (b) be on an arm’s length basis, neither Parent nor on reasonable commercial terms and in a form appropriate to the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided jurisdiction in which the relevant Real Property is situated; (c) enable the Company true, correct and complete copies of all to continue to use the relevant Real Property Leases. No Person in the same manner as it is used by Sky News as at the date of this agreement; and (d) not impose any additional costs on the Company in respect of the relevant Real Property compared with the costs incurred by Sky News in relation to that Real Property in the period of 12 months immediately before Completion. 12.3 If any lease granted to the Company pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a 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 than Parent 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 Parent Subsidiaries has any option Company is not in exclusive possession of the relevant Real Property or it would be otherwise impractical to grant a lease having regard to the configuration of the relevant Real Property and all other circumstances: (a) if applicable, the Seller shall (at no cost to the Company) use all reasonable and commercially prudent endeavours to procure that the restriction or prohibition is waived or amended prior to Completion to allow a lease to be granted in accordance with clauses 12.1 and 12.2; and (b) if, having complied with clause 12.4(a), the Seller is unable to comply with clause 12.1 in respect of a Real Property (or part of it, as the case may be) used by Sky News at the date of this agreement, the Seller shall procure that the Company is granted a right to terminate any of the occupy that Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiariesrelevant part of it) on terms approved by the Purchaser, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right acting reasonably, and otherwise consistent with clauses 12.2(a) to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries12.2(d).

Properties. (ai) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, as of the date hereof, (A) Realty Income has delivered to or made available to VEREIT a true and complete copy in all material respects of each Realty Income Lease under which annual rents payable exceed $10,000,000 (each, a “Material Realty Income Lease”), (B) to the knowledge of Realty Income, as of the date hereof, each Material Realty Income Lease is in full force and effect, and neither Realty Income nor any of its Subsidiaries nor, to the knowledge of Realty Income, any other party to a Material Realty Income Lease, is in default beyond any applicable notice and cure period under any Material Realty Income Lease, which default is in effect on the date of this Agreement, and (C) neither Realty Income nor any of its Subsidiaries has, prior to the date hereof, received from any counterparty under any Material Realty Income Lease a notice from the tenant of any intention to vacate prior to the end of the term of such Material Realty Income Lease. Except as set forth on in Section 5.16(a3.2(p)(i) of the Parent Realty Income Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no tenant under any Material Realty Income Lease is currently asserting in writing a right to cancel or terminate such Material Realty Income Lease prior to the end of the current term, and (2) none of Realty Income or any Realty Income Subsidiary has received notice of any insolvency or bankruptcy proceeding (or threatened proceeding) involving any tenant under any Material Realty Income Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material and adverse to Realty Income and its Subsidiaries, taken as a whole. (ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, Realty Income, or a Subsidiary of Realty Income, or a joint venture of Realty Income 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 Realty Income included in the Realty Income SEC Documents (each, a “Realty Income Property” and collectively, the “Realty Income Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.2(p)(ii) of the Realty Income Disclosure Letter, neither Parent nor (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the Parent Subsidiaries own 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 has any options to purchase any 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 Realty Income 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. Parent Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, none of Realty Income, nor any Subsidiary of Realty Income has provided received written notice to the Company trueeffect that there are any condemnation proceedings that are pending or, correct to the knowledge of Realty Income, threatened, with respect to any material portion of any of the Realty Income Properties. Except for the owners of the properties in which Realty Income or any Subsidiary of Realty Income has a leasehold interest and complete copies of all Real except for any Realty Income Property Leases. No that is held by a joint venture or fund, no Person other than Parent Realty Income or the Parent Subsidiaries a Subsidiary of Realty Income has any option or right to terminate ownership interest in any of the Real Property Leases Realty Income Properties (other than immaterial easements, licenses or similar rights). (iii) Except as expressly would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring Realty Income’s or the applicable Subsidiary of Realty Income’s fee simple title to each of the Realty Income Properties owned by Realty Income in amounts at least equal to the purchase price paid for ownership of such Realty Income Property or such entity that owned such Realty Income Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (iv) Realty Income or any Subsidiary of Realty Income (A) have not received written notice of any structural defects, or Violation of Law, relating to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect and (B) have not received written notice of any physical damage to any Realty Income Property which would have, or would reasonably be expected to have, individually or in the aggregate, a Realty Income 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(p)(v) of the Realty Income Disclosure Letter, there are no written agreements which restrict Realty Income or any Subsidiary of Realty Income from transferring any of the Realty Income Properties, and none of the Realty Income Properties is subject to any restriction on the sale or other disposition thereof (other than rights of first offer or rights of first refusal, tenant options or other similar preemptive rights) or on the financing or release of financing thereon, except, in such Real Property Leases. Parent each case, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Realty Income Material Adverse Effect. (vi) Realty Income and the Parent Subsidiaries own goodof Realty Income have good and sufficient title to, or are permitted to use under valid and marketable titleexisting leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of Realty Income included in the Realty Income 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 (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, defaultexcept as would not have, or any event would not reasonably be expected to have, individually or condition whichin the aggregate, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesRealty Income Material Adverse Effect.

Properties. (a) Except as set forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, have good and valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material properties and assets, whether tangible Assets. or intangible, personal or mixed, reflected in Parent's Financial Statements for the period ended November 30, 2001 as being owned by Parent and the Parent Subsidiaries ownas of the date thereof, lease under valid leases other than (i) any properties or has use assets that have been sold or otherwise disposed of and/or valid access under valid agreements in the ordinary course of business since the date of such Parent Financial Statements, (ii) Liens disclosed in the notes to all material facilities, machinerysuch Parent Financial Statements and (iii) Liens arising in the ordinary course of business after the date of such Parent Financial Statements. All fixtures, equipment and other property and assets that are material tangible Assets necessary for the conduct of to its business on a consolidated basis, held under leases or sub-leases by Parent or any Parent Subsidiary are held under valid instruments enforceable in accordance with their respective business as presently conductedterms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity). With respect to Substantially all of the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent Parent's and the Parent Subsidiaries are Subsidiaries' equipment in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) regular use has been reasonably maintained and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force serviceable condition, reasonable wear and effect tear excepted. (b) Neither Parent nor any Parent Subsidiaries owns or has ever owned any real property. (c) Section 5.27 of the Parent Disclosure Letter sets forth a complete and there is no violationaccurate list of all real property leased, breach, default, subleased or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default licensed by Parent or a any of its Subsidiaries (collectively the "Parent Subsidiary under Leases") and the location of the premises. Neither Parent, nor any Real Property Lease, orof its Subsidiaries nor, to the Knowledge of Parent or the Parent SubsidiariesParent's knowledge, by any other party thereto. There are no parties physically occupying or using any portion of is in default under any of the Leased Real Properties Parent Leases, except where the existence of such defaults, individually or in the aggregate, has not resulted in, and is not reasonably likely to result in a Material Adverse Effect to Parent. Neither Parent nor do any other parties have the right of its Subsidiaries leases, subleases or licenses any real property to physically occupy or use any portion of the Leased Real Properties, in each case, person other than Parent or and its Subsidiaries. Parent has provided the Company with complete and accurate copies of all Parent SubsidiariesLeases.

Properties. (a) Section 3.8(a)(i) of the Acquired Company Disclosure Schedule sets forth a true and complete list of all of the material machinery, 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 all of the leases, subleases, assignments thereof and other instruments, agreements and arrangements pursuant to which any Acquired Company leases, sublets or otherwise demises any real property, whether surface, mineral or both, to any other Person (all said instruments, agreements and arrangements being hereinafter referred to as “Out Leases” and such real property as the “Out Leased Real Property Interests”). True and complete copies of all of the Out Leases (including all amendments thereto and all instruments in any way modifying any thereof) have heretofore been made available to the General Partner and Buyer. All of the Out Leases are valid and in full force and effect in accordance with 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 on Section 5.16(ain Schedule 3.8(g) of the Parent Acquired Company Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any none of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or Acquired Companies nor any Seller Party has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of received any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after written notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent SubsidiariesSeller’s Knowledge, by any other party thereto. There are no parties physically occupying or using communication of claims that any portion lessee of any of the Leased Real Properties nor do Acquired Company or any other parties contract miner for any such lessee has mined any coal that it did not have the right to physically occupy mine or use mined any portion coal in such reckless and imprudent fashion as to give rise to any claims for loss, waste or trespass; and, to Seller’s Knowledge, no facts exist upon which a claim could be based, except for claims, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect on the Acquired Companies. (h) Seller has made available to the General Partner and Buyer the most recent complete and correct version of each of the following items to the extent such items are (i) in the possession or under the control of any Acquired Company or Seller Party, (ii) relate to or affect the Real Property Interests or the Out Leased Real PropertiesProperty Interests, in including the coal reserves, coal ownership, mining conditions, mines, mining plans, property Tax bills and filings of property Tax forms of each caseAcquired Company and (iii) relevant to the conduct of the Business: geological data, reserve data, existing mine maps, surveys, core hole logs and associated data, coal measurements, coal samples, lithologic data, coal reserve calculations or reports, washability analyses or reports, mine plans, mining permit applications and supporting data, engineering studies and all other than Parent or the Parent Subsidiariesbooks and records, information, maps, reports and data.

Properties. (a) Except as set forth on Section 5.16(a) Each Loan Party and each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodgood record, valid and marketable titletitle 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, (other than Permitted Liens)i) is in good operating order, to condition and repair (ordinary wear and tear excepted) and (ii) constitutes all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary property which is required for the conduct business and operations of their respective business the Loan Parties as presently conducted. With respect . (b) Appendix D to the material property Perfection Certificate dated the Closing Date contain a true and Assets they lease complete list of each interest in Real Property located in the United States (includingi) owned by any Borrower as of the date hereof and describes the type of interest therein held by such Borrower and whether such owned Real Property is leased and if leased whether the underlying Lease contains any option to purchase all or any portion of such Real Property or any interest therein or contains any right of first refusal relating to any sale of such Real Property or any portion thereof or interest therein and (ii) leased, without limitationsubleased or otherwise occupied or utilized by any Borrower, as lessee, sublessee, franchisee or licensee, as of the Leased Real Propertiesdate hereof and describes the type of interest therein held by such Borrower and, in each of the cases described in clauses (i) and (ii) of this Section 6.08(b), Parent and whether any Lease requires the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, consent of the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, defaultlandlord or tenant thereunder, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, orother party thereto, to the Knowledge Transactions. (c) No Mortgage encumbers improved Real Property that is located in an area that has been identified by the Secretary of Parent or Housing and Urban Development as an area having special flood hazards within the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any meaning of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion National Flood Insurance Act of the Leased Real Properties, 1968 unless flood insurance available under such Act has been obtained in each case, other than Parent or the Parent Subsidiariesaccordance with Section 7.07.

Properties. (a) Neither the Company nor any of its Subsidiaries own any real property or is a party to any Contract (including any option agreement) to purchase any interest in real property. (b) Section 3.13(b) of the Company Disclosure Schedule 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 hereof, of all 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 on in Section 5.16(a3.13(b) of the Parent Company Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies nor any of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has leased, subleased, licensed or otherwise granted to any option or Person the right to terminate use or occupy any of the Company Leased Real Property Leases other than as expressly set forth in such over 4,000 square feet or any portion thereof. The Company Leased Real Property Leases. Parent constitutes all of the real property used or occupied by the Company and its Subsidiaries in the Parent conduct of their respective businesses. (c) The Company or one of its Subsidiaries own good, owns good and valid and marketable 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) Permitted Liens and (other than Permitted Liens)ii) in respects that would not reasonably be expected to be, to all of their respective individually or in the aggregate, material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property Company and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent its Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariestaken as a whole.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee simple title to all Owned Real Property and a valid leasehold interest in all Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances. Except as set forth on Section 5.16(a3.13(a) of the Parent Company Disclosure Letter, the Company or one of its Subsidiaries has exclusive possession of each Leased Real Property. Except as set forth on Section 3.13(a) of the Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company truenor any of its Subsidiaries is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, correct and complete copies lease, occupancy, or enjoyment of all any Owned Real Property Leases. No Person other than Parent or Leased Real Property. (b) Except as would not reasonably be expected to have, individually or in the Parent Subsidiaries has any option or right to terminate any aggregate, a Material Adverse Effect, each of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violationvalid, binding and enforceable in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Section 3.13(c) of the Company Disclosure Letter lists, as of the date hereof, (i) the street address of each parcel of Owned Real Property and Leased Real Property; (ii) for each Leased Real Property, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to the Owned Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of the deeds and other instruments (as recorded), all title insurance policies, opinions, abstracts and surveys, in each case to the extent in the Company’s or its Subsidiaries’ possession. With respect to the Leased Real Property, the Company has delivered or made available to Parent and Merger Sub true, complete and correct copies of all leases related to the Leased Real Property (the “Real Property Leases”) (together with all amendments, guaranties and other material correspondence related thereto). None of the Real Property Leases have been modified in any material respect other than as reflected in the documents made available to Parent and Merger Sub, and the Real Property Leases will be in full force and effect immediately following the Effective Time. The use and occupancy by the Company or its Subsidiaries, as applicable, of the Leased Real Property pursuant to the Real Property Leases are not in breach, defaultviolation or non-compliance of or with any applicable Law in any material respect, there are no oral agreements or any written forbearance programs in effect as to the Real Property Leases and, to the Knowledge of the Company, no event or condition has occurred, which, after with notice or lapse of time or bothtime, will would constitute a violation, material breach or default by Parent or permit termination, modification, or acceleration thereunder, and the Company has not received any written notice of termination or change to, or received a Parent Subsidiary under written proposal with respect thereto, any Real Property Lease, Lease as a result of the Transactions contemplated by this Agreement or otherwise. (d) There are no Actions pending or, to the Knowledge of Parent the Company, threatened, against or affecting the Parent Subsidiaries, by Owned Real Property or Leased Real Property or any other party theretoportion thereof or interest therein in the nature of condemnation or eminent domain proceedings. There are has been no parties physically occupying material destruction, damage or using any portion of casualty with respect to any of the Owned Real Property or Leased Real Properties nor do any other parties have Property that has not been fully repaired or restored. (e) The use and operation of the right to physically occupy or use any portion of Owned Real Property and the Leased Real PropertiesProperty in the operation of the business of the Company as currently conducted do not violate in any material respect any Law, in each casecovenant, other than Parent condition, restriction, easement, license, permit or agreement, and the Company has not received written notice of any such violations with respect to the Owned Real Property or the Parent SubsidiariesLeased Real Property.

Properties. Except for matters that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) Except With respect to the real property owned by the Company or any its Subsidiaries (the “Company Owned Real Property”), as set forth on Section 5.16(a) of the Parent Disclosure Letterdate of this Agreement, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided either the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any a Subsidiary of the Company has good and valid title to such Company Owned Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleProperty, free and clear of all Liens (other than any Permitted Liens). (b) As of the date of this Agreement, to all either the Company or a Subsidiary of their respective material tangible Assets. Parent the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Parent Company or any of its Subsidiaries own, lease under valid leases uses or occupies or has the right to use of and/or valid access under valid agreements or occupy any real property (such property subject to all material facilitiesa lease, machinerysublease or other agreement, equipment the “Company Leased Real Property,” and such leases, subleases and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (includingagreements are, without limitationcollectively, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the “Company Real Property Leases) and hold a valid and enforceable leasehold interest therein”), in each case, free and clear of any Liens, all Liens other than any Permitted Liens. Section 3.15(b) of the Company Letter sets forth a true, complete and correct list of all material Company Leased Real Property as of the date of this Agreement. A true and complete copy of each Company Real Property Lease as of the date of this Agreement related to each material Company Leased Real Property as set forth in Section 3.15(b) of the Company Letter has been made available to Parent and Buyer or publicly filed with the SEC prior to the date of this Agreement. Each Company Real Property Lease is, as of the date of this Agreement, a valid, binding and enforceable obligation of the Company or its applicable Subsidiary that is party thereto, and, to the knowledge of the Company, of the other party or parties thereto, in accordance with its terms in all respects, subject to the Enforceability Exceptions, and each Company Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent effect. Neither the Company nor its applicable Subsidiary under any Real Property Lease, ornor, to the Knowledge knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto, is, as of the date of this Agreement, in breach or default under any Company Real Property Lease. There are To the knowledge of the Company, as of the date of this Agreement, no parties physically occupying event has occurred or using circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any portion such Company Real Property Lease. (c) Neither the Company nor any of its Subsidiaries has, from December 31, 2014 to the date of this Agreement, received notice of the existence of any outstanding Order or of any pending Action, and, to the knowledge of the Company, there is, as of the date of this Agreement, no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by the Company or its Subsidiaries of the Company Owned Real Property or the Company Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) As of the Initial Borrowing Date, Schedule 9.05(a) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of each Credit Party (other than Target and its Subsidiaries) and Schedule 9.05(b) sets forth a correct and complete list of all Owned Real Property and Leased Real Property of Target and its Subsidiaries which are expected to become Credit Parties on or after the Merger Closing Date. Except as could not reasonably be expected to have a Material Adverse Effect, as of the Initial Borrowing Date (a) (i) each of such Leases listed on Schedule 9.05(a) and (ii) each of such leases and subleases listed on Schedule 9.05(b), in each case, is valid and enforceable in accordance with its terms and is in full force and effect, and (b) to the knowledge of the Borrower and the other Credit Parties, no default by any party to any such Lease, lease or sublease exists. Except as set forth on Section 5.16(aSchedule 9.05(a) or (b), each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or Credit Parties has any options good title to purchase any real property. Parent has provided the Company true, correct and complete copies all of all its Owned Real Property Leases. No Person other than Parent and personal property and valid leasehold interests in (or otherwise has the Parent Subsidiaries has any option or right to terminate any use), all of its Leased Real Property, in each case as is necessary to the Real Property Leases other than as expressly set forth conduct of its business in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleordinary course, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, from time to time, if it comes to the knowledge of the Borrower that any of the Owned Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Leased Real Property Leaselisted on Schedule 9.05(b) was owned by an Excluded Subsidiary as of the Initial Borrowing Date, or, the Borrower shall notify the Administrative Agent of same and such Owned Real Property and/or Leased Real Property shall automatically be deemed removed from Schedule 9.05(b) effective as of the date hereof and (iii) if it comes to the Knowledge knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion Borrower within five Business Days of the Initial Borrowing Date that any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Property listed on Schedule 9.05(a) is leased by CFL then such Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty shall automatically be deemed removed from Schedule 9.05(a).

Properties. (a) Except as set forth on Section 5.16(a3.14(a) of the Parent Company Disclosure Letter, neither Parent nor Letter lists the Parent Subsidiaries own or has any options to purchase any common street address for all real property. Parent has provided property owned by the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate 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 Leases other than as expressly set Property”) and sets forth in the Company subsidiary owning such Owned Real Property LeasesProperty. Parent and the Parent Subsidiaries own The Company or one of its subsidiaries has good, valid and marketable titlefee simple title to all Owned Real Property, in each case free and clear of all Liens except for Permitted Liens. (b) Section 3.14(b) of the Company Disclosure Letter lists the common street address for all real property in which the Company or any of its subsidiaries holds a ground lease or ground sublease interest in any real property, other than any Operating Lease (the “Ground Leased Real Property”), each ground lease (or ground sublease) with a third party pursuant to which the Company or one of its subsidiaries is a lessee (or sublessee) as of the date hereof, including each amendment, modification, assignment, letter agreement or guaranty related thereto, other than any Operating Lease (individually, a “Ground Lease” and collectively, “Ground Leases”) and the applicable Company subsidiary holding such leasehold interest. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company or one of its subsidiaries has a good and valid leasehold interest in the Ground Leased Real Property free and clear of all Liens except for Permitted Liens and (ii) each Ground Lease is a valid and binding obligation of the Company or its subsidiary, enforceable against the Company or such subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exception. True and complete copies of the Ground Leases have been made available to Parent. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the knowledge of the Company, as of the date hereof, none of the Company or any of its subsidiaries has received any written notice to the effect that any condemnation or rezoning proceedings are pending or threatened, with respect to any of the Company Real Properties. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and the Company subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material personal property held or used by them at the Company Real Property, free and clear of all Liens (other than Permitted Liens). (d) Section 3.14(d) of the Company Disclosure Letter lists each real property or leasehold interest in any ground lease conveyed, transferred, assigned or otherwise disposed of by the Company or its subsidiaries since December 31, 2019, except for condemnations, easements or similar interests. (e) Except as has not had, and would not, individually or in the aggregate, reasonably be expected to all of their respective material tangible Assets. Parent and have a Material Adverse Effect, the Parent Subsidiaries own, lease under valid leases or has present use of and/or valid access under valid agreements to the land, buildings, structures and improvements on the Company Real Property are in conformity with all material facilitiesapplicable laws, machineryrules, equipment regulations and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (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 Leased Real Properties)knowledge of the Company, Parent none of the Company and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free its subsidiaries have received any written notice of any Liensoutstanding violation of any Law, other than Permitted Liens. Each including zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation, for any Company Real Property Lease is Property, in full force and effect and there is no violation, breach, defaulteach case which has had, or any event would, individually or condition whichin the aggregate, after notice or lapse of time or both, will constitute reasonably be expected to have a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. Material Adverse Effect. (f) There are no parties physically occupying Contracts providing any third party with a right to participate in the profits, equity or using other interest in any portion of any Company Real Property except for Contracts with the joint venture partners that are set forth on Section 3.14(f) of the Leased Real Properties nor do Company Disclosure Letter. Notwithstanding the foregoing, no representation is made under this Section 3.14 with respect to any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesIntellectual Property.

Properties. (1) Issues relating to lease agreements are as below: (a) Except as set forth 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 aspect; (b) All covenants, liabilities, conditions and restrictions imposed on Section 5.16(athe Group according to any lease agreement have been appropriately complied with and implemented appropriately and on a real time basis; (c) The rents and other costs that need to be paid under all lease agreements have been paid on time on the due date. No rent has already been prepaid before the due date; (d) Neither the Group nor any of its members has ever granted any waiver on any covenant, liability or restriction that a tenant shall comply with or implement under a lease; (e) The Group has not collected any assignment fee or reached any agreement thereon; (f) The Group has not reached any agreement on or been involved in any mutual guarantee, undertaking, waiver, change or modification relating to any lease; (g) According to the knowledge and belief of the Parent Disclosure LetterSeller, neither Parent nor the Parent Subsidiaries own tenant has not breached any covenant, condition, liability or restriction imposed thereon according to any lease agreement; (h) The Group has acquired all the consents (if any) required for approving a lease from the 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 options 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 real part of any property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right ; (n) All moving notices that shall be delivered to a tenant so as to terminate such lease agreements (or any one of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesthem) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, allow the Group to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion collect the right of possession of the Leased Real Propertiesrelated 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 any tenant that has expired or will expire before the transaction is completed, or, in each caseparticular, other than Parent engaged in anything that might, either in an express or the Parent Subsidiariesimplied way, constitute a new lease.

Properties. (a) Except as set forth on Section 5.16(a) Neither the Company nor any of the Parent Disclosure Letter, neither Parent nor the Parent its Subsidiaries own or has any options to purchase owns any real property. Parent has provided Section 4.14(a) of the Company trueDisclosure 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, correct 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 made available to Parent prior to the date of this Agreement true and complete copies of all each Real Property LeasesLease. No Person other than Parent Except as would not have, individually or in the Parent aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries has any option or right nor, to terminate the knowledge of the Company, any of the other parties thereto, is in breach of or default under any Real Property Leases other than as expressly set forth in such Lease and, to the 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 LeasesLease. Parent 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 Parent 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 own have not received written notice of any pending and, to the knowledge of the Company, there is no pending or threatened condemnation, eminent domain, taking or similar proceeding affecting any Leased Real Property or any portion thereof. (c) The Company and its Subsidiaries have good, valid and marketable titletitle 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 Liens, except (other than 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 of assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries to carry on their respective material businesses as presently conducted. All tangible Assets. Parent and personal property used by the Parent Company or its Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for in the conduct operation of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force reasonably good condition and effect repair, subject to reasonable wear and there is no violation, breach, default, or any event or condition which, after notice or lapse tear considering the age and ordinary course of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge use of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariessuch property.

Properties. The Company (ai) Except as set forth on Section 5.16(ahas good and marketable title to all the properties and assets (A) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided reflected in the Company true, correct and complete copies of all Real Property Leases. No Person Financial Statements as being owned by the Company (other than Parent any such properties or assets sold or disposed of since such date in the Parent Subsidiaries has any option ordinary course of business consistent with past practice) or right (B) acquired after March 31, 2008 which are material to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleCompany’s business, free and clear of all Liens (other than Permitted Liens). The Company has good and valid leasehold interests in all real property leases, to all of their respective material tangible Assets. Parent subleases and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid occupancy agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for which the conduct of their respective business as presently conducted. With respect to Company is a party (the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property “Company Leases”) and hold a valid is in sole possession of the properties purported to be leased thereunder. Section 3.01(l) of the Company Disclosure Letter lists and enforceable leasehold interest therein, free of any Liens, other than Permitted Liensdescribes briefly all Company Leases. Each Real Property Company Lease is in full force and effect and there constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no violation, uncured breach, defaultand no default exists, on the part of landlord under any of the Company Leases, and the Company has no knowledge of breach or default or any event event, condition or condition whichstate of facts, after which with the giving of notice or lapse the passage of time time, or both, will would constitute a violation, breach or default by Parent or a Parent Subsidiary the Company under any Real Property Company Lease. There is no suit, oraction, arbitration or other proceeding with respect to the Knowledge of Parent Company Leases or the Parent Subsidiaries, by any other party theretopremises leased under the Company Leases. There are no parties physically occupying or using any portion The Company has not received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises leased by the Company or any part thereof or of any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Company Leases encompasses all real property used by the Company, and the Company does not own any real property and does not have any options to purchase real property. The landlord under each of the Leased Real Properties nor do any other parties Company Leases has performed all initial improvements required to be performed by it under such Company Lease and all tenant improvements allowances have been paid to the right Company as tenant under such Company Lease. All insurance required to physically occupy or use any portion be maintained by the Company under each of the Leased Real Properties, Company Leases is in each case, other than Parent or the Parent Subsidiariesfull force and effect.

Properties. (ai) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, (A) the Company has delivered to or made available to Parent a true, correct and complete copy of each Material Company Lease, (B) to the knowledge of the Company, each Material Company Lease is in full force and effect, and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to a Material Company Lease, is in default beyond any applicable notice and cure period under any Material Company Lease, which default is in effect on the date of this Agreement and (C) neither the Company nor its Subsidiaries has, prior to the date hereof, received from any counterparty under any Material Company Lease a notice of any intention to vacate or terminate prior to the end of the term of such Material Company Lease. Section 3.1(p)(i) of the Company Disclosure Letter sets forth, as of October 25, 2023, a complete list of all Material Company Leases, including, with respect to each Material Company Lease, the address, the identities of the landlord and tenant, the square feet of rented area, the annualized rent as of the date hereof and the remaining term of such lease. Except as set forth on Section 3.1(p)(i) of the Company Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, (1) no counterparty under any Material Company Lease is currently asserting in writing a right to cancel or terminate such Material Company Lease prior to the end of the current term, and (2) neither the Company nor any of its Subsidiaries has received notice of any insolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material Company Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole. (ii) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, the Company or a Subsidiary of the Company owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of the Company included in the Company SEC Documents (each, a “Company Property” and collectively, the “Company Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.1(p)(ii) of the Company Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, none of which, individually or in the aggregate, would have a material adverse effect on the use and operation of such Company Property, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any Subsidiary of the Company has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company, threatened, with respect to any material portion of any of the Company Properties. Except for the owners of the properties in which the Company or any Subsidiary of the Company has a leasehold interest and except for any Company Property that is held by a fund, no Person other than the Company or a Subsidiary of the Company has any ownership interest in any of the Company Properties (other than immaterial easements, licenses or similar rights). Section 3.1(p)(ii) of the Company Disclosure Letter contains a complete and accurate list in all material respects of the street addresses of each parcel of Company Property (to the extent such parcels have street addresses). (iii) Except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, policies of title insurance or updates or endorsements have been issued, insuring the Company’s or the applicable Subsidiary of the Company’s fee simple or leasehold title to such Company Property in amounts at least equal to the purchase price paid for ownership or leasehold interest of such Company Property or such entity that owned such Company Property at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved. (iv) Except as set forth on Section 5.16(a3.1(p)(iv) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company trueand any Subsidiary of the Company (A) have not received written notice of any structural defects, correct or Violation of Law, relating to any Company Property which would have, or would reasonably be expected to be, individually or in the aggregate, material and complete copies adverse to the Company and its Subsidiaries, taken as a whole and (B) have not received written notice of all Real any physical damage to any Company Property Leases. No Person other than Parent which would have, or would reasonably be expected to have, individually or in the Parent Subsidiaries has aggregate, a material adverse effect on the use and operation of such Company Property for which there is not insurance in effect covering the cost of the restoration and the loss of revenue. (v) Except for as set forth on Section 3.1(p)(v) of the Company Disclosure Letter, there are no agreements which restrict the Company or any option or right to terminate Subsidiary of the Company from transferring any of the Real Property Leases Company Properties, and none of such Company Properties is subject to any restriction on the sale or other than disposition thereof or on the financing or release of financing thereon, except, in each case, as expressly set forth would not have, or would not reasonably be expected to have, individually or in such Real Property Leases. Parent the aggregate, a Company Material Adverse Effect. (vi) The Company and the Parent Subsidiaries own goodof the Company have good and sufficient title to, or are permitted to use under valid and marketable titleexisting leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of the Company included in the Company SEC Documents (except as has since been sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens Liens, and except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (other than Permitted Liens)vii) Except for discrepancies, errors or omissions that would not reasonably be expected to all be, individually or in the aggregate, material and adverse to the Company and its Subsidiaries, taken as a whole, the property data tape, dated as of their respective material tangible Assets. October 25, 2023, which data tape has previously been made available to Parent by or on behalf of the Company or its Subsidiaries, correctly (A) references each Company Lease that was in effect as of October 25, 2023 and to which the Parent Company or its Subsidiaries ownare parties as lessors or sublessors with respect to each of the applicable Company Properties, lease under valid leases (B) identifies the rent currently payable and future rent escalators, (C) identifies the expiration date of the Company Lease and any extension options and (D) identifies whether the Company Lease is NNN or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for NN (as those terms are customarily used in the conduct of their respective business as presently conducted. With Company’s industry) with respect to the material property and Assets they lease (includingindividual Company Property subject to such Company Lease. Except as would not have, without limitationor would not reasonably be expected to have, individually or in the Leased Real Properties)aggregate, Parent a Company Material Adverse Effect, all security deposits have been held by the Company or any of its Subsidiaries, as applicable, in accordance with applicable Law and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property applicable Company Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Neither the Seller nor any of 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 on in Section 5.16(a5.16(b) of the Parent Seller Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries and its subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable good title, free and clear of all Liens (other than Permitted Liens)Encumbrances, to all property and assets necessary to conduct the business of their respective material tangible Assetsthe Seller as currently conducted, except for (i) Encumbrances reflected in the Seller Balance Sheet included in the Seller SEC Reports, (ii) Encumbrances or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, (iii) Encumbrances for current Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to Section 5.16(a)(iv) above). Parent The Seller and its subsidiaries, as lessees, have the Parent Subsidiaries own, lease right under valid and subsisting leases to use, possess and control all personal property leased by the Seller or has use its subsidiaries as now used, possessed and controlled by the Seller or its subsidiaries, as applicable. All of and/or valid access under valid agreements to all material facilities, the machinery, equipment and other material tangible Assets necessary personal property and assets owned or used by the Seller and its subsidiaries are in good condition, maintenance and repair, except for ordinary wear and tear, are useable in the ordinary course of business, and are reasonably adequate and suitable for the conduct of their respective business as presently conducted. With respect uses to the material property and Assets which they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesbeing put.

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) Except as set forth on Section 5.16(a) Parent and each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titletitle to the real property owned by Parent or any Parent Subsidiary that is material to the operation of the 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 business of Parent or any Parent Subsidiary (the “Parent Leased Real Property”), in each case, free and clear of all Liens (other than except for Permitted Liens), to all of their respective material tangible Assets. (ii) each lease, sublease, license, use or occupancy or similar agreements for Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties)Property (a “Parent Real Property Lease”) is valid, in full force and effect and enforceable against Parent or any Parent Subsidiary that is party thereto, (iii) Parent and the Parent Subsidiaries are not in compliance in all material respects with such leases default (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, that after notice or lapse of time or both, will both would constitute a violation, breach or default by Parent or a any Parent Subsidiary Subsidiary) under any Parent Real Property Lease, orLease and, to the Knowledge of Parent Parent, there is no default (or the Parent Subsidiaries, event or condition that after notice or lapse of time or both would constitute a default) by any other party thereto. There are thereto under any Parent Real Property Lease, (iv) no parties physically occupying Person leases, subleases, licenses or using any portion of otherwise has a right to use or occupy any of the Leased Parent Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, Property other than Parent or any Parent Subsidiary and (v) all improvements located on the Parent SubsidiariesReal 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 is a party to any agreement for the sale of any Parent Real Property. No other real property, other than the Parent Real Property, is material to the operation of the business by Parent as conducted as of the date hereof.

Properties. (a) Except as set forth on Section 5.16(a) of Neither the Parent Disclosure Letter, neither Parent Company nor the Parent Subsidiaries own or has any options to purchase Subsidiary owns any real property. Parent has provided The Company and the Company true, correct and complete copies Subsidiaries have a valid leasehold interest in all leases of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right real property to terminate which any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens them is a party (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitationcollectively, the Leased Real Properties"LEASES"), Parent . A true and the Parent Subsidiaries are in compliance in all material respects with correct list of each such leases (including, without limitation, the Real Property Leases) and hold Lease is contained on Schedule 3.14(a). Each such Lease is a valid and enforceable leasehold interest thereinbinding agreement of the Company or a Subsidiary, free of any Liensas the case may be, other than Permitted Liens. Each Real Property Lease and is in full force and effect and there effect. None of the Company, any Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such material Lease, and, to the Knowledge of the Company, no violation, breach, default, or any event or condition whichcircumstance has occurred that, after with notice or lapse of time or both, will would constitute a violationmaterial default thereunder. (b) With respect to all property and assets other than real property ("OTHER PROPERTY"), breach or default by Parent the Company and the Subsidiaries have good and valid title to, or a Parent Subsidiary under 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 Real Other Property Lease, or, sold since the Balance Sheet Date in the ordinary course of business consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Knowledge of Parent Company and the Subsidiaries. (c) No Lease or the Parent SubsidiariesOther Property is subject to any Lien, by any other party thereto. There are no parties physically occupying or using any portion of any except: (i) as of the Leased Real Properties nor date hereof, Liens disclosed on the Balance Sheet or on the Interim Balance Sheet; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); (iii) Liens created by operation of law; (iv) Liens under the Post-Petition Bank Credit Agreement (which will be released at Closing); (v) Liens disclosed on Schedule 3.14(c) hereto; and (vi) Liens which do not materially detract from the value or materially interfere with any other parties have present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, collectively, the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries"PERMITTED LIENS").

Properties. (a) Except as set forth on Section 5.16(a) in Schedule 4.08(a), the RIF V REIT or its RIF V REIT Subsidiary is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Parent Disclosure LetterRIF V REIT, neither Parent nor the Parent Subsidiaries own RIF V REIT or has any options to purchase any real property. Parent has provided its RIF V REIT Subsidiary is the Company trueowner of, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid marketable and marketable titleinsurable fee simple title (or, in the case of certain Properties, the leasehold estate or tenancy-in-common estate) to the Property owned by the RIF V REIT or its RIF V REIT Subsidiary, in each case free and clear of all Liens except for Permitted Liens. Prior to the Effective Time, neither the RIF V REIT nor any of its RIF V REIT Subsidiaries shall take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a RIF V REIT Material Adverse Effect, (1) neither the RIF V REIT nor any of its RIF V REIT Subsidiaries nor, to the knowledge of the RIF V REIT, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the RIF V REIT, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the RIF V REIT or its RIF V REIT Subsidiary, except for Permitted Liens), or otherwise reasonably be expected to have a RIF V REIT Material Adverse Effect and (3) all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary affecting any Property required for the conduct continued use, occupancy, management, leasing and operation of their respective business as presently conducted. With respect to the material property and Assets they lease such Property (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property exclusive of space Leases) and hold a are valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is binding and in full force and effect effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and there general principles of equity. (c) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a RIF V REIT Material Adverse Effect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the RIF V REIT, nor its RIF V REIT Subsidiaries, nor, to the knowledge of the RIF V REIT, any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the RIF V REIT, no violationevent has occurred or has been threatened in writing, breach, default, which with or any event or condition which, after notice or lapse without the passage of time or the giving of notice, or both, will would, individually or together with all such other events, constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property LeaseLease or would permit termination, or, modification or acceleration under such Lease and (3) to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any knowledge of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion RIF V REIT, each of the Leased Real PropertiesLeases (and all amendments thereto or modifications thereof) to which the RIF V REIT or its RIF V REIT Subsidiaries is a party or by which the RIF V REIT or its RIF V REIT Subsidiaries or any Property is bound or subject (collectively, the “Leases”) is valid and binding and in each casefull force and effect, subject to applicable bankruptcy, insolvency, moratorium or other than Parent or the Parent Subsidiariessimilar Laws relating to creditors’ rights and general principles of equity.

Properties. (a) Except as set forth on Section 5.16(a2.15(a) of the Parent Disclosure LetterLetter sets forth a true and complete list of all real property, neither Parent nor facilities and office space leased or subleased by or from the Parent Company and the Company Subsidiaries having an annual payment, individually, in excess of $50,000, together with the physical address of and primary use for each such property. The Company and the Company Subsidiaries do not own or has any options to purchase any real property. Parent has provided . (b) Each of the Company trueand the Company Subsidiaries has a valid leasehold interests or other comparable contract right in, correct all its real properties and complete copies other assets necessary for the conduct of all Real Property Leasesits business as currently conducted, except as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that, individually or in the aggregate, have not materially interfered with, and could not reasonably be expected to materially interfere with, its ability to conduct its business as presently conducted. No Person All such properties and other assets, other than Parent properties and other assets in which the Company or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases Company Subsidiaries has a leasehold interest or other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodcomparable contract rights, valid and marketable title, are free and clear of all Liens, except for Permitted Liens and certain Liens described in Section 2.15(b) of the Parent Disclosure Letter which were granted pursuant to the Company Credit Agreement and which will be discharged upon payment of the indebtedness outstanding under the Company Credit Agreement on or prior to the Closing. Except for any violations or non-compliances which could, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of the Company Subsidiaries is in violation of any covenant, or not in compliance with any condition, restriction, zoning, land use Law or Lien, affecting any leased real property. (other than Permitted Liens), to all c) Each of their respective material tangible Assets. Parent the Company and the Parent Company Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all leases to which the Company or any of the Company Subsidiaries is a party and under which it is in occupancy are in full force and effect, except for any such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is failures to be in full force and effect that have not had, and there could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company and the Company Subsidiaries is no violationin possession of the properties or assets purported to be leased under all its material leases. (d) All items of operating equipment owned or leased by the Company and the Company Subsidiaries are in good condition, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to ordinary wear and tear excepted. Neither the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of Company nor any of the Leased Real Properties nor do Company Subsidiaries has delivered, within the last twelve months, a notice to the landlord of any other parties have leased real property complaining about the right to physically occupy or use any portion physical condition of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariessuch leased real property.

Properties. (a) Except as set forth on Section 5.16(a) would not reasonably be expected to have a Spartan Stores Material Adverse Effect, Spartan Stores and each Spartan Stores Subsidiary has good and valid title to, or valid leasehold interests in, all of the Parent Disclosure Lettertheir respective personal and real properties and assets as used in their respective businesses as presently conducted, neither Parent nor the Parent Subsidiaries own or has any options to purchase any and all such personal and real property. Parent has provided the Company trueproperties and assets, correct and complete copies of all Real Property Leases. No Person other than Parent personal and real properties and assets in which Spartan Stores or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Spartan Stores Subsidiaries own goodhas leasehold interests, valid and marketable title, are free and clear of all Liens (other than Liens, except for Permitted Liens), to all . Spartan Stores and each of their respective material tangible Assets. Parent and the Parent Spartan Stores Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance complied in all material respects with such the terms of all leases (including, without limitation, the Real Property Leases) to which it is a party. All material leases to which Spartan Stores or any Spartan Stores Subsidiary is a party and hold a under which it is in possession of any personal or real property are valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is binding contracts and are in full force and effect and there is no neither Spartan Stores nor any Spartan Stores Subsidiary has received any written notice alleging violation, breach, defaultor default of such lease. Spartan Stores and each Spartan Stores Subsidiary is in possession of the properties or assets purported to be leased under all its material leases. The tangible personal and real property and assets of Spartan Stores and the Spartan Stores Subsidiaries are in good operating condition and repair, reasonable wear and tear excepted and subject to maintenance and repair in the ordinary course of business, and are adequate for the uses to which they are being put. (b) With respect to real property owned by Spartan Stores or any event Spartan Stores Subsidiary, none of Spartan Stores nor any Spartan Stores Subsidiary (i) has received written notice of any pending, and to the Knowledge of Spartan Stores there is no threatened, condemnation proceeding against any of such real property or condition which(ii) has received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, after except as have not had, and would not reasonably be expected to have, a Spartan Stores Material Adverse Effect. (c) With respect to real property leased, subleased or licensed by Spartan Stores or any Spartan Stores Subsidiary, none of Spartan Stores nor any Spartan Stores Subsidiary (i) has received any written notice or lapse of time or both, will constitute alleging a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Leaselease of such real property, orexcept for matters being contested in good faith for which adequate accruals or reserves have been established on the books and records of Spartan Stores or (ii) as of the date of this Agreement, (A) has received written notice of any pending, and to the Knowledge of Parent or the Parent SubsidiariesSpartan Stores there is no threatened, by any other party thereto. There are no parties physically occupying or using any portion of condemnation proceeding with respect to any of the Leased Real Properties nor do such real property or (B) has received written notice from any other parties Governmental Entity that such real property is not in compliance with any applicable Law, except as have the right not had, and would not reasonably be expected to physically occupy or use any portion of the Leased Real Propertieshave, in each case, other than Parent or the Parent Subsidiariesa Spartan Stores Material Adverse Effect.

Properties. (a) Except as set forth on Section 5.16(a) 4.9 of the Parent Company Disclosure Letter, neither Parent nor Schedule contains a true and correct list of (i) each parcel of real property owned (the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided "Owned Real Property") by the Company trueor any of its Subsidiaries, and (ii) each material parcel of real property leased or subleased or otherwise occupied by the Company or any of 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 and complete copies list of all such material leases, subleases or other similar agreements and any amendments, modifications or extensions thereto (the "Real Property Leases"). No Person other than Parent or the Parent Subsidiaries The Company has any option or right good and indefeasible fee simple title to terminate any of the its Owned Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleProperty, free and clear of all Liens (other than Permitted Liens)Encumbrances. (b) Subject to the terms of its leases, to all each of their respective material tangible Assets. Parent the Company and its Subsidiaries has a valid and subsisting leasehold estate in and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements right to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect quiet enjoyment to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and Property for the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, full term of the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Lienslease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in full force accordance with its terms, of the Company or its Subsidiaries and effect of each other Person that is a party thereto, and there is no violationno, breach, defaultand the Company has not received any written, or has Knowledge of, any other, notice, and has no Knowledge, of any uncured material default (or any condition or event or condition which, after notice or lapse of time or both, will would constitute a violationmaterial default) thereunder. Neither the Company nor any of its Subsidiaries has assigned, breach sublet, transferred, hypothecated or default by Parent or a Parent Subsidiary otherwise disposed of its interest in any Real Property Lease. No material penalties are accrued and unpaid under any Real Property Lease. (c) The Company has delivered or provided access to Parent true and complete copies of all Real Property Leases. (d) There is no claim, action or proceeding pending or, to the Knowledge of Parent the Company, threatened, against the Company or any of its Subsidiaries or the Parent Real Property by any Person which would materially affect the future use, occupancy or value of the Real Property or any part thereof. The Company Balance Sheet reflects all of the Real Property and personal property used by the Company and its Subsidiaries in their business or otherwise held by the Company or any of its Subsidiaries, except for (i) property acquired or disposed of in the ordinary and usual course of the business of the Company since the Company Balance Sheet Date, and (ii) real and personal property not required under GAAP to be reflected thereon or in the footnotes. The Company has good title to all material assets and properties listed on the Company Balance Sheet or thereafter acquired, free and clear of 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 Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, ordinary wear and tear expected, and adequate and suitable for the requirements of the business as presently conducted by any other party thereto. There the Company, and there are no parties physically occupying condemnation or using any portion of any of appropriation proceedings pending or, to the Leased Company's Knowledge, threatened, against the Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent Property or the Parent Subsidiariesimprovements thereon.

Properties. (a) Except as set forth on Section 5.16(a3.20(a) of the Parent Company Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own or has no Acquired Corporation owns any options Real Property. The Acquired Corporations have good and marketable fee title to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any set forth on Section 3.20(a) of the Company Disclosure Schedule (the “Owned Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleProperty”), free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each There are no parties in possession of any parcel of Owned Real Property or any portion thereof other than the Acquired Corporations (or any of them), and there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any of the Owned Real Property or any portion thereof. There are no outstanding options or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. There are no pending proceedings in eminent domain or other Action pending or, to the knowledge of the Company, threatened, affecting any portion of the Owned Real Property or the title thereto (b) Section 3.20(b) of the Company Disclosure Schedule sets forth a list, as of the Agreement Date, of any Contract pursuant to which any Acquired Corporation leases, subleases or occupies any Real Property (in each case, other than in respect of leases, subleases, other Contracts or occupations of any Real Property in respect of any refill or exchange kiosk or other similar equipment) (the “Company Leases”). Prior to the date hereof, true, correct and complete copies of each Company Lease, including all amendments and modifications with respect thereto, and any material documents to which the applicable Acquired Corporation is a party with respect to any Real Property subject to a Company Lease (i.e., a subordination, non-disturbance and attornment agreement with any mortgagee of a Real Property subject to a Company Lease), have been made available to Purchaser. No Acquired Corporation has subleased, licensed or otherwise granted any Person the right to use or occupy any Real Property subject to a Company Lease or any material portion thereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect effect, subject to the Enforceability Limitations, and there no uncured default on the Acquired Corporation which is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, party to such Company Lease or, to the Knowledge of Parent the Company, the landlord thereunder exists with respect to any Company Lease and (ii) the applicable Acquired Corporation has a good and valid leasehold interest in or contractual right to use or occupy, subject to the Parent Subsidiariesterms of the applicable Company Lease, each Real Property subject to such Company Lease, free and clear of all Liens, other than Permitted Liens. No Acquired Corporation is a party to a brokerage or commission agreement in connection with any Company Lease under which there is any material commission payable by any other party thereto. There Acquired Corporation in connection with the current term of the applicable Company Lease and which has not yet been paid in full. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all improvements are in good condition and repair and are reasonably sufficient for the operation of the Acquired Corporations’ businesses and (ii) there are no parties physically occupying structural deficiencies or using any portion of latent defects affecting any of the Leased Improvements which would, individually or in the aggregate, interfere with the use or occupancy of the Real Properties nor do any other parties have the right to physically occupy Property or use any portion thereof in the operation of the Leased Real PropertiesAcquired Corporations’ businesses. (d) Section 3.20(d) of the Company Disclosure Schedule sets forth a list of each lease pursuant to which any Acquired Corporation leases any personal property, including any finance or operating lease, but excluding leases relating solely to personal property calling for rental or similar periodic payments of less than $150,000 per year, in each case, other than Parent any lease which is a Company Material Contract (the “Personal Property Leases”). Each of the Personal Property Leases is (a) a legal, valid and binding obligation of the Acquired Corporation party thereto, and (b) is enforceable against such Acquired Corporation and, to the Knowledge of the Company, the other party or parties thereto in accordance with its terms, in each case except as such enforceability may be limited by the Parent SubsidiariesGeneral Enforceability Exceptions. Neither the Acquired Corporation party thereto nor, to the Knowledge of the Company, any other party to a Personal Property Lease, is in breach of or default in any material respect under any Personal Property Lease. No Acquired Corporation has received any written notice of termination or cancellation with respect to any Personal Property Lease. True and complete copies of all Personal Property Leases have been made available to Purchaser.

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) Except as set forth on Section 5.16(a) of has good and marketable title to all the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided property owned by the Company true, correct and complete copies or one of all Real Property Leases. No Person other than Parent or its Subsidiaries (the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title“Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances (other than read without giving effect to any qualification as to materiality set forth in the definition of Permitted LiensEncumbrances), to and (b) is the lessee or sublessee of all leasehold estates leased or subleased by the Company or one of their respective material tangible Assets. Parent and its Subsidiaries (the Parent Subsidiaries own“Company Leased Properties” and, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for collectively with the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitationCompany Owned Properties, the Leased “Company Real PropertiesProperty”), Parent free and the Parent Subsidiaries are in compliance in clear of all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free Liens of any Liensnature whatsoever, other than except for Permitted Liens. Each Real Property Lease Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and is in full force possession of the properties purported to be leased thereunder, and effect and there each such lease is no violation, breach, default, valid without default thereunder by the lessee or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, sublessee or, to the Knowledge of Parent the Company, the lessor. Except as would not reasonably be expected, either individually or in the Parent Subsidiariesaggregate, to have a Material Adverse Effect on the Company, none of the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any other party theretoreal property or premises on the date hereof in whole or in part. Section 3.21(a) of the Company Disclosure Schedule contains a complete and correct list as of the date hereof of all Company Owned Properties. Section 3.21(b) of the Company Disclosure Schedule contains a complete and correct list as of the date hereof of all Company Leased Properties, together with a list of all applicable leases or subleases (each, a “Lease”) and the name of the lessor or sublessor. There are is no parties physically occupying or using any portion of any pending or, to the Knowledge of the Leased Company, threatened condemnation proceedings against the Company Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided Company and the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and, in the case of real property, marketable fee simple, title to all the material assets and marketable titleproperties 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 liens, claims and Encumbrances, except for (a) 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 than Permitted Liens)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 be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement or the consummation of the transactions contemplated by this Agreement, in breach of any lease agreement to all which the Company or any Company Subsidiary is a party (the "Company Leases") the breach of their respective which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss of material tangible Assetsrights 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 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. Parent and All the Parent Subsidiaries ownmaterial buildings, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinerystructures, equipment and other material tangible Assets necessary assets of the Company and the Company Subsidiaries (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the conduct ordinary course of their respective business of the Company. Notwithstanding anything to the contrary, no representations or warranties set forth in this Section 3.13 shall apply to any personal property of the Company or any Company Subsidiary that is surplus to the operating needs of the business of the Company or any Company Subsidiary as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Each Credit Party has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all its Property material to its business. All machinery and equipment of the Credit Parties is in good operating condition and repair (ordinary wear and tear excepted), and all necessary replacements of and repairs thereto have be made so as to preserve and maintain the value and operating efficiency of such machinery and equipment. As of the date hereof, Schedule 5.5 annexed hereto contains a true, accurate and complete list of (i) all owned equipment and all leased equipment, and (ii) all equipment leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof). Except as set forth on Section 5.16(aspecified in Schedule 5.5, each agreement listed in clause (ii) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease immediately preceding sentence is in full force and effect and there the Borrowers have no knowledge of any default that has occurred and is no violationcontinuing thereunder, breachand each such agreement constitutes the legal, defaultvalid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles. (b) Set forth on Schedule 5.5 hereto is a complete list of all Patents, Trademarks and Copyrights. Each Credit Party owns, or is licensed to use, all Patents, Trademarks and Copyrights and other intellectual property material to its business (“Proprietary Rights”), and to the knowledge of the Borrowers, the use thereof by the Credit Parties does not infringe upon the rights of any event other Person, except for any such infringements that, individually or condition whichin the aggregate, after notice could not reasonably be expected to result in a Material Adverse Effect. (c) Schedule 5.5 clearly identifies all Patents, Trademarks and Copyrights that have been duly registered in, filed in or lapse issued by the PTO or the United States Register of time or bothCopyrights (collectively, will constitute the “Registered Proprietary Rights”). The Registered Proprietary Rights have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States, as applicable. The Credit Parties have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of all Proprietary Rights that are not generally in the public domain. (d) As of the date hereof, Schedule 5.5 annexed hereto contains a violationtrue, breach or default by Parent or a Parent Subsidiary under any accurate and complete list of (i) all Real Property LeaseAssets, orwhether owned or leased, to the Knowledge and (ii) all leases, subleases or assignments of Parent leases (together with all amendments, modifications, supplements, renewals or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion extensions of any thereof) affecting each Leasehold Property, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Except as specified in Schedule 5.5, each agreement listed in clause (ii) of the Leased Real Properties nor do immediately preceding sentence is in full force and effect and the Borrowers have no knowledge of any other parties have default that has occurred and is continuing thereunder, and each such agreement constitutes the right legal, valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent limiting creditors’ rights generally or the Parent Subsidiariesby equitable principles.

Properties. (a) Except as set forth The real Properties listed on Section 5.16(a) Exhibit C are owned directly, in fee simple, by the Contributed Entities shown on such Exhibit or their direct or indirect wholly owned subsidiaries, except that a portion of the Parent Disclosure Letter, neither Parent nor Doubletree Seattle Airport Property is leased to the Parent Subsidiaries own or has any options to purchase any real propertyContributed Entity that owns such Property as described in the Registration Statement. Parent has provided Each Contributed Entity is insured under a policy of title insurance as the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any owner of the Real Property Leases other than as expressly set forth fee simple or leasehold estate of such real Property, in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, each case free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary except for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Prior to the Closing Date, iStar shall not take or omit to take any action to cause any Lien to attach to any Contributed Interests or any Property, except for Permitted Liens. (b) Except for matters that would not, individually or in the aggregate, have an iStar Material Adverse Effect, (i) no Contributed Entity and no other party to a Lease has given or received any notice of default with respect to any term or condition of any such Lease that remains uncured, which default, if not timely cured, would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, (ii) no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease that, if not timely cured would permit, subject to expiration of applicable cure periods, application of leasehold mortgagee cure rights and giving of required notices, termination of the related Lease, set off of material amounts under the related Lease or, in the case of a default by the tenant, termination of the tenant’s right to possession of the related leased premises, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of any Contributed Entity, except for Permitted Liens, and (iii) each of the Leases is in full force and effect effect, and there is no violationconstitutes the legal, breachvalid and binding obligation of the applicable Contributed Entity, defaultand to iStar’s Knowledge, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any each other party thereto, enforceable against each Contributed Entity, and to iStar’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights 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). There are Except as set forth in the Leases, no parties physically occupying Contributed Entity has granted an option or using any portion right of first refusal or offer pursuant to the Leases with respect to the sale of any of the Leased Real Properties nor do any other parties have the right Property. (c) To iStar’s Knowledge, except as previously disclosed to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent Safety or the Parent SubsidiariesOperating Partnership, no tenant under a Lease is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings, except for matters that would not, individually or in the aggregate, reasonably be expected to have an iStar Material Adverse Effect.

Properties. 6.1 The properties (including the land use rights and the buildings) set out in disclosure item (1) in respect of this paragraph in the Disclosure Letter are owned by the Group (the Owned Properties) and the properties set out in disclosure item (2) in respect of this paragraph in the Disclosure Letter are leased by the Group (the Leased Properties, and together with the Owned Properties, the Properties). The Properties comprise all of the land and premises vested in, occupied or used by the Group Companies as at the date of this Agreement. 6.2 In respect of the Owned Properties, save as disclosed: (a) Except as set forth on Section 5.16(a) the Group is the registered legal and beneficial owner of the Parent Disclosure LetterOwned Properties and there are no impediments affecting the title to such properties which has a material adverse effect on the business and financial position of the Group taken as a whole; (b) all of the title deeds and documents necessary to prove good title to the Owned Property are in the possession or under the control of the Group and the documents of title consist of original documents or, where appropriate, properly certified copies thereof; (c) the Property is not subject to the payment of any outgoings other than the usual government rent rates and other normal outgoings in respect of the Property which have all been duly paid up to the date hereof and will be duly paid up to the Subscription Completion Date; (d) there is no circumstance which (with or without the taking of any other action) would entitle any third party to exercise a right or power of entry to or to take possession of or which would in any other way affect or restrict the continued possession, enjoyment or present use by the Group of the Owned Properties or any part thereof; (e) in relation to the Owned Properties which are located in the PRC, the unexpired term of the relevant land use rights of such properties as at the Subscription Completion Date is not less than one (1) year save that if the relevant unexpired term of the land use rights is less than one (1) year, a renewal application and/or arrangement to renew the land use rights has been made in accordance with the applicable laws. (f) neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company truenor any Group Company has received and neither the Company nor any Group Company is aware of there being any notice, correct and complete copies of all Real complaint or order, whether formal or informal, from the government or any other competent authority or department or agency relating to or affecting the Property Leases. No Person other than Parent that has a material adverse effect on the value use or the Parent Subsidiaries has any option or right to terminate any enjoyment of the Real Property. (g) the Group has a good and valid policy of insurance in respect of the Owned Property Leases other than as expressly set forth with coverage in such Real Property Leases. Parent its full reinstatement value and the Parent Subsidiaries own goodpremium in respect of such policy are fully paid up to date and will be duly paid up to the Subscription Completion Date. 6.3 In respect of each Leased Property, save as disclosed: (a) the lease is legal, valid and marketable titlesubsisting; and (b) The relevant Group Company has duly and promptly observed and performed all covenants, free obligations, conditions and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and restrictions imposed upon it under the Parent Subsidiaries own, applicable lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesrespects.

Properties. (a) Except as set forth The real and material personal property owned by Strata or presently used by Strata in its business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on Section 5.16(a) its business in the ordinary course of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or business consistent with its past practices. Strata has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid good and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective the real and material tangible Assetspersonal properties and assets reflected on the consolidated statement of financial condition of Service as of June 30, 2008, included in the Service SEC Documents or acquired after such date, other than properties sold by Strata in the ordinary course of business, except (i) Liens for current Taxes and assessments not yet due or payable, (ii) pledges to secure deposits and other Liens incurred in the ordinary course of its banking business, (iii) such imperfections of title, easements and non-monetary encumbrances, if any, as do not, individually or in the aggregate, materially impair the current uses of the occupancy by Strata, and (iv) as reflected on the consolidated statement of financial condition of Service as of June 30, 2008, included in the Service SEC Documents. Parent All real and the Parent Subsidiaries own, lease under valid personal property which is material to Strata’s business on a consolidated basis and leased or licensed by Strata is held pursuant to leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries licenses which are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest thereinin accordance with their respective terms, free of any Liensand such leases or licenses shall not terminate or lapse prior to the Mid-Tier Effective Time, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is exists no violation, breach, default, material default under any such leases or licenses by Strata nor any event or condition which, after with notice or lapse of time or both, will would constitute a violationmaterial default thereunder by Strata except for such defaults which, breach individually, or default in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by Parent such lease or license or in a Parent Subsidiary under any Real Property Leasematerial liability to Strata. (b) Strata has made available or shall make available to Middlesex true, orlegible and complete copies of (i) each deed for each parcel of OREO and, to the extent available, for each parcel of leased real property, and (ii) except as set forth in Section 5.23(b) of Strata’s Disclosure Schedule, all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, agreements, permits, other Liens, title and other documents relating to or otherwise affecting any real property and the operations thereon. Either Strata or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of real property, and there are no contractual or legal restrictions that preclude or restrict the ability to use the real property for the purposes for which it is currently being used. All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, internet access and other utilities required for the use, occupancy, operation and maintenance of the real property which is material to Strata’s business are adequate for the conduct of the business as it has been and currently is conducted. To the Knowledge of Parent or the Parent SubsidiariesStrata, by any other party thereto. There there are no parties physically occupying material latent defects or using any portion of material adverse physical conditions affecting the real property or any of the Leased Real Properties nor do any other parties have the right to physically occupy facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or use any portion attached to, located on or forming part of the Leased Real Properties, in each casereal property, other than Parent those identified in Section 5.23(b) of Strata’s Disclosure Schedule. (c) The OREO and the leased property identified in Section 5.23(c) of Strata’s Disclosure Schedule constitute all of the real property owned, used or occupied by Strata in connection with the Parent Subsidiariesconduct of the business.

Properties. (a) Each of BPN and its Subsidiaries has good title to, or in the case of leased property has valid leasehold interests in, all material property and assets (whether real or personal, tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for property and assets sold or transferred since the Balance Sheet Date in the ordinary course of business consistent with past practice. Such property and assets constitute all of the property and assets used in or necessary for the conduct of the Business as conducted as of the Effective Time. Except as set forth on Section 5.16(a4.12(a) of the Parent Disclosure LetterSchedule, neither Parent nor none of the Parent material property or assets BPN or its Subsidiaries (except that sold or transferred since the Balance Sheet Date in the ordinary course of business consistent with past practice) is subject to any Liens, except: (i) Liens securing liabilities disclosed on the Balance Sheet; or (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). (b) BPN and its Subsidiaries do not own or has any options to purchase any real property. Parent has provided Table of Contents (c) Section 4.12(c) of the Company Disclosure Schedule sets forth a list as of the date hereof of all leases of real property, identifying separately each lease, to which BPN or its Subsidiaries is a party (collectively, the “Leases”). BPN and its Subsidiaries have delivered or otherwise made available to Buyer a true, complete and correct copy of each Lease (including all amendments thereto). Each Lease is a valid and complete copies binding agreement of all Real Property Leases. No Person BPN or its Subsidiaries and, to the knowledge of BPN or its Subsidiaries, the other than Parent party or the Parent parties thereto, and in full force and effect, and BPN or its Subsidiaries has know of no, and have received no notice of any, violation of any option or right to terminate Lease by any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conductedparties thereto. With respect to each Lease, none of BPN, its Subsidiaries or, to the material property and Assets they lease (includingknowledge of BPN or its Subsidiaries, without limitationany other party, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force breach or default thereunder and effect and there is no violation, breach, default, or any event or condition which, after has occurred which with notice or lapse of time or both, will both would constitute a violation, breach or default by Parent thereunder or a Parent Subsidiary under give rise to any Real Property Leaseright of termination, or, to the Knowledge of Parent modification or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion acceleration thereunder of any right or obligation of the Leased Real Properties nor do any other parties party thereunder or result in a loss of any benefit to which BPN or its Subsidiaries is entitled thereunder, except for any breaches, defaults, terminations, modifications or accelerations which have the right to physically occupy been cured or use any portion of the Leased Real Properties, in each case, other than Parent waived or the Parent Subsidiarieswhich are not material.

Properties. (a) Except as set forth on Section 5.16(a) 3.10 of the Parent Company Disclosure LetterSchedule contains a list of all real estate owned, neither Parent nor the Parent Subsidiaries own or has any options to purchase any and all material real property. Parent has provided estate leased, by the Company true, correct or any of its Subsidiaries (except any thereof first acquired or leased after the date hereof as permitted by Section 6.1 hereof). Each of the Company and complete copies of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid good record and marketable titletitle 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 Permitted Liens), to all of their respective material tangible Assets. Parent the real property which is represented and warranted in paragraph (a) above) shown on the Parent Subsidiaries own, lease under valid leases Balance Sheet or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for acquired since the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any date of the Leased Real Properties nor do any other parties have Balance Sheet in the right to physically occupy or use any portion ordinary course of the Leased Real Propertiesbusiness, in each casecase 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. (c) 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 than Parent 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 Parent SubsidiariesCompany to use the property or asset to which it relates in substantially the same manner as it was used by the Company prior to the Closing Date.

Properties. (a) Except as set forth on Section 5.16(aNeither the Company nor any of its Subsidiaries own any Real Property. (b) Schedule 3.11(b) of the Parent Company Disclosure Letter, neither Parent nor Schedules lists the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided addresses of all Real Property leased (the “Leased Real Property”) by the Company or any of its Subsidiaries as of the date hereof and lists each lease agreement to which the Company or any of its Subsidiaries is a party with respect to the Leased Real Property. Schedule 3.11(b) of the Company Disclosure Schedules further identifies the Leased Real Property which is subject to a lease or sublease providing for annual base fixed rentals of at least One Hundred Thousand Dollars ($100,000) as of the date hereof (each a “Material Lease,” and each such Leased Real Property, a “Material Leased Real Property”). The Company has made available to Parent copies of all of the Material Leases, and all written modifications, amendments and supplements thereto which copies are true and complete in all material respects. Except as disclosed on Schedule 3.11(b) of the Company Disclosure Schedules: (i) each of the Material Leases was made in the Ordinary Course of Business and is valid, binding and currently in full force and effect; (ii) to the Knowledge of the Company, no material default or material preemptive right by any landlord under any Material Lease, after applicable grace periods, if any, exists as of the date hereof; (iii) the Company has not received any written notice alleging a material default by the Company or any of its Subsidiaries under any Material Lease and (A) there are no material defaults by the Company or any of its Subsidiaries under any Material Lease that would entitle a landlord thereunder to terminate such Material Lease, and (B) to the Knowledge of the Company, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a material default by the Company or any of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries is obligated to pay any leasing or brokerage commission relating to any Material Lease or upon the renewal of any Material Lease; and (v) no construction, alteration or other leasehold improvement work with respect to any of the Material Leases remains to be paid for or to be performed by the Company or any of its Subsidiaries. (c) Schedule 3.11(c) of the Company Disclosure Schedules attached hereto sets forth a true, correct and complete copies list of all Real Property Leases. No Person other than Parent items of tangible personal property owned by the Company or the Parent Subsidiaries has any option or right to terminate any of its Subsidiaries as of the Real date hereof having either a net book value per unit or an estimated book value per unit in excess of Twenty-Five Thousand Dollars ($25,000); or not owned by the Company or any of its Subsidiaries but in the possession of or used or useful in the business of the Company or any of its Subsidiaries and having rental payments therefor in excess of Five Thousand Dollars ($5,000) per month or Sixty Thousand Dollars ($60,000) per year (collectively, the “Personal Property”). The Company and each of its Subsidiaries have good and valid title to, or a valid leasehold interest in, all of their Personal Property Leases other than as expressly set forth in such Real Property Leases. Parent and assets shown on the Parent Subsidiaries own good, valid and marketable titleCompany Balance Sheet or acquired by any of them after the date of the Company Balance Sheet, free and clear of all Liens any Encumbrances, except for (other than Permitted Liens)i) assets which have been disposed of since the date of the Company Balance Sheet in the Ordinary Course of Business, (ii) Encumbrances reflected in the Company Balance Sheet, (iii) Encumbrances related to the Lender Debt, all of their respective material tangible Assets. Parent which will be released or extinguished as of the Effective Time, and the Parent Subsidiaries own(iv) Permitted Encumbrances. (d) The continued use, lease under valid leases or has use occupancy and operation of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties)Property as currently used, Parent occupied and operated by the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, Company or any event or condition whichof its Subsidiaries, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, ordo not, to the Knowledge of Parent or the Parent SubsidiariesCompany, by violate any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Propertiesmaterial applicable building, in each casezoning, subdivision, other than Parent land use and similar laws, regulations and ordinances or any material license, franchise, permit, certificate, approval or other similar authorization of a Governmental Body. (e) No representation or warranty is made in this Section 3.11 with respect to any Company Intellectual Property that is the Parent Subsidiariessubject of Section 3.18.

Properties. (a) 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 5.16(a3.10(a) of the Parent Transferor Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own 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 options 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 portion thereof or interest therein. There are no pending, or to the Knowledge of the Company, threatened proceedings to condemn, take or demolish any Owned 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 3.10(b) of the Transferor Disclosure Schedule sets forth a list by street address of all the real property. Parent has provided property that is leased, subleased or occupied 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 additions situated thereon, and all privileges and appurtenances thereto, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). 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 Property Leases. No 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 (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 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 do 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 other than Parent of any Real Property Lease or the Parent Subsidiaries has any option 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 right to terminate 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 Owned Real Property Leases other than or the Leased Real Property which would interfere with the use or occupancy of such Owned Real Property or Leased Real Property in the operation of the Business. (d) The Company has such consents, easements, rights-of-way, Permits or licenses from each Person (collectively, “Rights-of-Way”) as expressly are sufficient to conduct the Business subject to the limitations contained in Section 3.10(d) of the Transferor Disclosure Schedule. The Company has fulfilled and performed all of its material 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 impairment of the 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 Company. (e) Except as set forth on Section 3.10(e) of the Transferor Disclosure Schedule, the Company has good and valid title to all material items of tangible personal property used in such Real Property Leases. Parent and or necessary for the Parent Subsidiaries own good, valid and marketable titleoperation of the Business, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesEncumbrances.

Properties. (a) Except As of the date hereof, neither TAL nor any of its Subsidiaries owns any real property. (b) Section 4.16(b) of the TAL Disclosure Letter sets forth, as of the date hereof, a list of all leases, subleases and other agreements under which TAL or any of its Subsidiaries leases, uses or occupies or has the right to use or occupy any real property (collectively, the “TAL Leases”). Other than as set forth on Section 5.16(a4.16(b) of the Parent TAL Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesi) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property each TAL Lease is in full force and effect and is the valid and binding obligation of each party thereto in accordance with its terms, (ii) there is no violation, breach, default, not under any TAL Lease any existing default by TAL or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, its Subsidiaries or, to the Knowledge of Parent or the Parent SubsidiariesTAL, by any other party thereto, (iii) there is not under any TAL Lease, to the Knowledge of TAL, any condition or event which, with notice or lapse of time, or both, would constitute such a default and (iv) TAL or one of its Subsidiaries has good leasehold title to each property demised under the TAL Leases, free and clear of all Liens, except for Permitted Liens. There are Prior to the date hereof, true, correct and complete copies of each of the TAL Leases has been made available to Triton. (c) To the Knowledge of TAL, (i) there is no parties physically occupying pending or using threatened eminent domain, condemnation or similar proceeding with respect to any portion real property underlying any TAL Lease and (ii) neither TAL nor any of its Subsidiaries has received written notice of the existence of any Order or of any pending proceeding relating to the ownership, lease, use, occupancy or operation by any Person of the real property underlying any TAL Lease. Neither TAL nor any of its Subsidiaries has leased, subleased, licensed or otherwise granted any Person a material right to use or occupy any real property underlying any TAL Lease. Neither TAL nor any of its Subsidiaries has granted any option or other right to any third party to lease or sublease any of the Leased Real Properties nor do real property underlying any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesTAL Lease.

Properties. (ai) Except as set forth on Section 5.16(afor minor defects that do not materially affect their value and utilization, (A) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company trueand each of its Subsidiaries has good and marketable title to, correct or in the case of leased property and complete copies leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible assets and (B) all Real Property Leases. No Person such assets and real properties, other than Parent assets and real properties in which the Company or the Parent any of its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodleasehold interests, valid and marketable title, are free and clear of all Liens (other than Liens, except for Permitted Liens. (ii) Section 3.01(v)(ii) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement (each, an “Owned Real Property”). Section 3.01(v)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, to all subleased or otherwise occupied by the Company or any of their respective material tangible Assetsits Subsidiaries as of the date of this Agreement in respect of which the Company or any of its Subsidiaries has annual rental obligations of fifty thousand dollars (US$50,000) or more (each, a “Leased Real Property”). Parent and All of the Parent Subsidiaries ownleases, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment subleases and other material tangible Assets necessary for the conduct agreements (each, a “Lease Agreement”) of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties)Property are legal, Parent valid and binding agreement of the Parent Company or its Subsidiary, as the case may be, and of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and against the other party or parties thereto, in each case, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. The Company and each of its Subsidiaries are in compliance in has performed all material respects with such leases (includingobligations required to be performed by it to date under each Lease Agreement, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is are no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default outstanding defaults by Parent or a Parent Subsidiary under any Real Property Lease, the Company or, to the Knowledge of Parent the Company, circumstances which, upon the giving of notice or the Parent Subsidiariespassage of time or both, would constitute a material default or breach by any other party thereto. There are no parties physically occupying under any Lease Agreement. (iii) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or using otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of any its Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property and the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Section 5.16(a4.11(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Letter is a true, correct and complete copies list of all Real Property Leases. No Person other than Parent real property owned in whole or in part (including as a tenant in common or similar co-ownership with one or more third parties) by the Parent Subsidiaries has any option Company or right to terminate any of its Subsidiaries in fee (collectively, the “Company Owned Real Property Leases Property”) and includes an identification of such property (e.g., an address, a metes and bounds description, a tax map identification or other than specification), the name of the record title holder thereof and a list, as expressly set forth in such Real Property Leasesof the date hereof, of all indebtedness for borrowed money secured by an Encumbrance thereon. Parent and The Company or one of its Subsidiaries, as the Parent Subsidiaries own case may be, (i) holds good, valid insurable and marketable titletitle in fee simple to all Company Owned Real Property, free and clear of all Liens Encumbrances (other than Permitted LiensEncumbrance), (ii) except as set forth in Section 4.11(a) of the Company Disclosure Letter, has an owner title insurance policy insuring such good and marketable title with respect to each Company Owned Real Property, (iii) has no Knowledge of any threatened condemnation proceeding with respect to any Company Owned Real Property and (iv) is not obligated or bound by any option, obligation or right of first refusal or contractual right to purchase or acquire any real property or interest therein. The Company or a Subsidiary, as the case may be, has good and valid title to the easements used by the Company and its Subsidiaries, except as does not materially adversely impair the use or occupancy of the property or prevent, materially delay or materially impair the consummation of the transactions contemplated hereby. (b) Section 4.11(b) of the Company Disclosure Letter is a true, correct and complete list of all real property leases to which the Company or any of their respective material tangible Assets. Parent its Subsidiaries is a party (as lessee, sublessee, sublessor or lessor) and each amendment thereto (the “Real Property Leases”) and includes an identification of such property (e.g., an address, a metes and bounds description, a tax map identification or other specification) and the identity of the lessor, lessee and current occupant (if different from the lessee). 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, correct and complete copy of each Real Property Lease. Neither the Company nor any of its Subsidiaries ownhas transferred, lease under valid leases mortgaged or assigned any interest in any such Real Property Lease, nor has the Company or any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of and/or valid access under valid agreements any of the premises described therein to all material facilities, machinery, equipment and any other material tangible Assets necessary for the conduct of their respective business as presently conductedPerson. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the each Real Property LeasesLease: (i) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each such Real Property Lease is in full force and effect and there is no violationvalid and binding on the Company and its Subsidiaries, breachas applicable and, defaultto the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law), (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease, (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease, (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Real Property Lease, (v) no event has occurred or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will constitute would result in such a violation, material breach or default by Parent violation of, or a Parent Subsidiary 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, (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 and (viii) the transactions contemplated by this Agreement do not require the consent or approval of (or notice to) any other party to any Real Property Lease, orwill not result in a breach of or default under any such Real Property Lease, or otherwise cause any such Real Property Lease to cease to be valid, binding, enforceable and in full force and effect on identical terms following the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any Closing. (c) Each of the Leased Real Properties nor do any Company and its Subsidiaries (i) has good and valid title to all of its material properties, assets and other parties have the right rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid and binding leasehold interests in or valid and binding contractual rights to physically occupy or use any portion use, all of the Leased Real Propertiesmaterial assets and properties, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, except for Permitted Encumbrances and other than Parent as would not, individually or in the Parent Subsidiariesaggregate, reasonably be expected to have a Company Material Adverse Effect.

Properties. (a) All real property owned or leased by CFB or any of its Subsidiaries has been Previously Disclosed. Except as Previously Disclosed, with respect to such real property that is owned by CFB or any of its Subsidiaries other than OREO, CFB has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except (i) Liens for current taxes and assessments not yet due and payable and for which adequate reserves have been established, (ii) Liens set forth on Section 5.16(ain 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 that is leased by CFB or any of its Subsidiaries, CFB has a good and marketable leasehold estate in and to such property (except for the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or matters described in clauses (i)-(iv) hereof). CFB has any options to purchase any real property. Parent has provided the Company delivered true, correct and complete copies of such lease(s), together with all Real Property Leases. No Person amendments thereto, to FFI; any 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 enforceable obligations of the parties thereto; the transactions contemplated hereby will not require the consent of any landlord under any such lease, or such consent shall have been obtained; and, with respect to any mortgage, deed of trust or other than Parent security instrument which establishes a Lien on the fee interest in any real property subject to any such lease (which Lien is superior to such lease), CFB or the Parent 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 option such mortgage, deed of trust or right to terminate other security instrument, provided CFB and its Subsidiaries are not in default of any of their obligations pursuant to any such lease beyond the Real Property Leases other than expiration of any notice and cure periods. Except as expressly set forth Previously Disclosed, all real and personal property owned by CFB or its Subsidiaries or presently used by any of them is in such Real Property Leasesgood 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. Parent CFB and the Parent its Subsidiaries own good, valid have good and marketable and insurable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assetsproperties 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. Parent All personal property which is material to CFB’s or its Subsidiaries’ business and the Parent leased or licensed by CFB or its Subsidiaries own, lease under valid is held pursuant to leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries licenses which are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force accordance with their respective terms and effect and there is no violation, breach, default, or any event or condition which, after notice such leases will not terminate or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, prior to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesEffective Time.

Properties. (a) Except as 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 5.16(a3.11(a) of the Parent OUTD Disclosure LetterSchedule. With respect to each material OUTD Owned Property, neither Parent nor the Parent Subsidiaries own 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 other non-monetary Liens of a minor nature: (i) OUTD or an OUTD Subsidiary 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 options other 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 propertyproperty 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 3.11(b) of the OUTD Disclosure Schedule. Parent OUTD or an OUTD Subsidiary has provided good and valid leasehold title to all OUTD Leased Property, subject only to Permitted Liens and matters described in clauses (B) and (C) of Section 3.11(a). Prior to the Company date hereof, a true, correct and complete copies copy of all each lease for OUTD Leased Property, together with any amendments or modifications thereto (individually, a “OUTD Real Property Leases. No Person other than Parent or the Parent Subsidiaries Lease”) for each OUTD Leased Property has any option or right been made available to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conductedIM. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the each OUTD Real Property LeasesLease, (i) each lease is valid, binding and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and subject to general principles of equity (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 violation, breach, default, event has occurred or any event or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will would constitute a violation, breach or default by Parent default, or a Parent Subsidiary under permit the termination, modification or acceleration of rent thereunder, and (iii) neither OUTD nor any Real of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy such OUTD Leased Property Leaseor any portion thereof, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There and there are no parties physically occupying (other than OUTD or using 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 the Leased Real Properties nor do OUTD, there are no threatened, condemnation proceedings with respect to any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesOUTD Property.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure LetterAdvisor Group Entities has good and valid title to all personal property that it purports to own, neither Parent nor free of Liens other than Permitted Liens. With respect to personal property that is leased by any Advisor Group Entity (“Leased Personal Property”), the Parent Subsidiaries own or 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 Advisor Group Entities, nor, to the Knowledge of the applicable Sellers, any options other party to purchase such a lease is in breach of such lease, beyond the expiration of any notice and curative opportunity as may be provided in such lease. (b) None of the Advisor Group Entities owns any real property. Parent has provided the Company true, correct A true and complete copies copy of all each agreement pursuant to which any Advisor Group Entity leases any real property and which provides for annual lease payments in excess of $100,000 (such agreements, together with any amendments, modifications and other supplements thereto, collectively, the “Real Property Leases” and such property, together with all buildings, structures and facilities located thereon, the “Leased Real Property”) has heretofore been made available to PAC and PAC OP. No Person other than Parent or Each Real Property Lease is valid, binding and enforceable against the Parent Subsidiaries has applicable Advisor Group Entity in accordance with its terms and is in full force and effect (except as may be limited by the Equitable Exceptions). There are no uncured defaults in existence by any option or right to terminate Advisor Group Entity in existence under any of the Real Property Leases other than as expressly set forth which, in the aggregate, would result in the termination of such Real Property Leases. Parent and The consummation of the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), Transactions will not cause defaults or give rise to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease termination rights under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure Letter, neither Parent nor Company and its Subsidiaries (b) owns and has good and valid title (or such lesser interest that is the Parent Subsidiaries own or has any options maximum permitted by applicable Law) to purchase any real property. Parent has provided the Company true, correct all of their respective properties and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, assets free and clear of all Liens except (A) statutory liens securing payments not yet due, and (B) such other than Permitted Liens)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, to and (ii) is the lessee or sublessee of all of their respective material tangible Assetsleasehold estates and leasehold interests. Parent Each of the Company and the Parent its Subsidiaries own, lease enjoys peaceful and undisturbed possession under valid all such leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases respects. (includingb) Neither the Company nor any of its Subsidiaries owns any real property. (c) Section 3.15(c) of the Company Disclosure Schedule sets forth any Contract pursuant to which the Company leases, without limitation, licenses or otherwise obtains the right to use any real property (the “Real Property Leases”). The Company has delivered to Parent a true and complete copy of each such Real Property Lease. (d) and hold a valid and enforceable leasehold interest thereinExcept as set forth in the Company Disclosure Schedule, free of any Liens, other than Permitted Liens. Each 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 quiet enjoyment of the real property used by it under the Real Property leases has not been disturbed, and to the Company’s Knowledge, there is are no violation, breach, defaultdisputes with respect to such Real Property Leases; (iv) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any event brokerage commissions or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any finder’s fees with respect to such Real Property LeaseLeases; (v) the other party to such Real Property Lease is not an affiliate of, or, and to the Knowledge knowledge of Parent the Company otherwise does not have any economic interest in the Company or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of its Subsidiaries; (vi) the Leased Real Properties nor do Company or any other parties have of its Subsidiaries has not subleased, licensed or otherwise granted any person the right to physically occupy use such real property or use any portion thereof; (vii) the Company or any of its Subsidiaries has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein; and (viii) there are no Liens or encumbrances on the Leased Real Properties, in each case, other than Parent estate or the Parent Subsidiariesinterest created by such Lease.

Properties. (a) Except as set forth on Section 5.16(aSCHEDULE 2.01(iv) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of correctly describes all Real Property Leasespertaining to the Business, including all leasehold interests, easements, rights of way, privileges, licenses and other rights benefiting or appurtenant to such Real Property. No Person Seller does not own a fee simple interest in any Real Property and does not lease any Real Property to others as landlord or sublandlord. Seller does not lease any Real Property as tenant other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly those leases set forth in such SCHEDULE 2.01(iv). (b) SECTION 4.08(b) OF THE DISCLOSURE SCHEDULE describes all personal property used in the Business included in the Purchased Assets, including but not limited to Equipment, other equipment, furniture, vehicles, storage tanks, spare and replacement parts, fuel and other trade fixtures and fixed assets, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent. (i) The Seller has good and marketable indefeasible, fee simple title to all Purchased Assets that are real, personal, mixed or tangible property, free of all Liens, subject to SCHEDULE 2.01. (ii) The Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of includes all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases real property owned or has leased by Seller or otherwise used or held for use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for in connection with the conduct of the Business as heretofore conducted. (iii) All leases of real and personal property are in good standing and are valid, binding and enforceable in accordance with their respective business as presently conducted. With respect to the material property and Assets they lease (includingterms, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liensand, other than Permitted Liens. Each Real Property Lease is in full force connection with this Agreement and effect the transactions contemplated hereby, there does not exist under any such lease any default by Seller or, to the knowledge of Seller and there is no violationthe Shareholders, breach, defaultby any other Person, or any event or condition whichthat, after with notice or lapse of time or both, will would constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, Seller or, to the Knowledge knowledge of Parent or Seller and the Parent SubsidiariesShareholders, by any other party Person. (iv) The plants, buildings, structures and equipment included in the Purchased Assets have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of Real Property (including without limitation, the roofs thereof), are structurally sound. (v) Except for the leases listed on SCHEDULE 2.01(iv), no portions of the Real Property are subject to any leases or other occupancy agreements or are occupied by anyone other than Seller. (vi) Seller has delivered to Buyer complete and accurate copies of all leases relating to the Purchased Assets, both real and personal, including all amendments related thereto. (vii) All rent and other charges currently due on the Real Property leases are listed on SCHEDULE 2.01(iv) and Seller has not assigned such Real Property leases or subleased all or any portion of the premises leased thereunder. (viii) Seller has not made any alterations, additions or improvements to the premises leased under the Real Property leases listed on SCHEDULE 2.01(IV) that are required to be removed (or of which lessor could require removal) at the termination of the respective lease terms. (d) No Purchased Asset is subject to any Lien, except for Liens disclosed on the Balance Sheet or on SCHEDULE 2.01. (e) No violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to zoning, health, safety, handicapped persons, city planning or similar matters) relating to Seller, the Business or any Purchased Asset which would have a Material Adverse Effect currently exists or has existed at any time since Seller's incorporation. There are no parties physically occupying or using any portion of developments, other than those developments that are known generally to the public, affecting any of the Leased Purchased Assets pending or, to the knowledge of Seller and the Shareholders threatened, which might detract from the value of such Purchased Assets, interfere with any present use of any such Purchased Assets or adversely affect the marketability of such Purchased Assets. In addition, except as set forth on SECTION 4.08(e) OF THE DISCLOSURE SCHEDULE, the Real Properties nor do Property and the present use of the Real Property are not in violation of or out of conformity with (i) any zoning, subdivision, building, building code, health, safety, traffic, environmental, flood control, wetlands, or other land use laws, statutes, ordinances, rules, regulations, variances, permits or orders of any local, state, or federal authorities or any other parties have governmental entity having jurisdiction over the right to physically occupy Real Property, including, without limitation, the Americans with Disabilities Act of 1990 or use (ii) any portion of Liens affecting the Leased Real PropertiesProperty, in each case, other than Parent or the Parent Subsidiarieseither case which would have a Material Adverse Effect.

Properties. (a) 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 5.16(a3.10(a) of the Parent Transferor Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own 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 options 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 portion thereof or interest therein. There are no pending, or to the Knowledge of the Company, threatened proceedings to condemn, take or demolish any Owned 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 3.10(b) of the Transferor Disclosure Schedule sets forth a list by street address of all the real property. Parent has provided property that is leased, subleased or occupied 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 additions situated thereon, and all privileges and appurtenances thereto, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). 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 Property Leases. No Person 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 than Parent parties occupying, or the Parent Subsidiaries has any option or with a right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, occupy the Leased Real Properties)Property. All facilities located on or comprising the Leased Real Property (i) have received all Permits required in connection with the operation thereof, Parent (ii) have been operated and the Parent Subsidiaries are in compliance 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 leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.facilities,

Properties. (a) Except Section 5.18(a) of the Parent Disclosure Letter sets forth a list of the common name and location of each parcel of real property owned or leased (including ground leased) as lessee or sublessee, by Parent or any Parent Subsidiary as of the date of this Agreement (all such real property interests, together with all right title and interest of Parent and any Parent Subsidiary in and to (i) all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances to such real property, are individually referred to herein as a "Parent Property" and collectively referred to herein as the "Parent Properties"). As of the date of this Agreement, there are no contracts for purchase of real property by Parent or a Parent Subsidiary or under which Parent or a Parent Subsidiary is required to lease or sublease real property as lessee or sublessee after the date of this Agreement. (b) Parent or a Parent Subsidiary owns good and marketable fee simple title or leasehold title (as applicable) to each of the Parent Properties, in each case, free and clear of Liens, except for Parent Permitted Liens that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, "Parent Permitted Liens" means any (i) Liens relating to any Indebtedness incurred in the ordinary course of business and disclosed to the Company prior to the date hereof, (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 Parent Financial Statements (if such reserves are required pursuant to GAAP), or that are otherwise not material, (iii) any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth on in Section 5.16(a5.18(l) of the Parent Disclosure Letter, neither (iv) any Parent nor the Parent Subsidiaries own Leases or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid ground leases or has use of and/or valid access under valid agreements to all material facilitiesair rights affecting any Parent Property, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesv) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, Liens imposed or promulgated by Law or any event Governmental Entity, including zoning regulations, permits and licenses, (vi) Liens that are disclosed on the existing Parent Title Insurance Policies made available by or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge on behalf of Parent or any Parent Subsidiary to the Company prior to the date hereof and, with respect to leasehold interests, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers', landlords', workers', mechanics', carriers', workmen's, repairmen's and materialmen's Liens and other similar Liens imposed by Law and incurred in the ordinary course of business 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 Parent Subsidiaries, by Financial Statements (if such reserves are required pursuant to GAAP) and (viii) any other party thereto. There are no parties physically occupying or using any portion of any Liens that do not materially impair the value of the Leased Real Properties nor do any other parties have applicable Parent Property or the right to physically occupy or continued use any portion and operation of the Leased Real Properties, in each case, other than applicable Parent or the Parent SubsidiariesProperty as currently used and operated.

Properties. (a) Except as set forth on Section 5.16(a) of Neither the Parent Disclosure Letter, neither Parent Company nor the Parent Subsidiaries own or has any options to purchase Subsidiary owns any real property. Parent has provided The Company and the Company true, correct and complete copies Subsidiaries have a valid leasehold interest in all leases of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right real property to terminate which any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens them is a party (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitationcollectively, the Leased Real Properties"Leases"), Parent . A true and the Parent Subsidiaries are in compliance in all material respects with correct list of each such leases (including, without limitation, the Real Property Leases) and hold Lease is contained on Schedule 3.14(a). Each such Lease is a valid and enforceable leasehold interest thereinbinding agreement of the Company or a Subsidiary, free of any Liensas the case may be, other than Permitted Liens. Each Real Property Lease and is in full force and effect and there effect. None of the Company, any Subsidiary or, to the Knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any such material Lease, and, to the Knowledge of the Company, no violation, breach, default, or any event or condition whichcircumstance has occurred that, after with notice or lapse of time or both, will would constitute a violationmaterial default thereunder. (b) With respect to all property and assets other than real property ("Other Property"), breach or default by Parent the Company and the Subsidiaries have good and valid title to, or a Parent Subsidiary under 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 Real Other Property Lease, or, sold since the Balance Sheet Date in the ordinary course of business consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Knowledge of Parent Company and the Subsidiaries. (c) No Lease or the Parent SubsidiariesOther Property is subject to any Lien, by any other party thereto. There are no parties physically occupying or using any portion of any except: (i) as of the Leased Real Properties nor date hereof, Liens disclosed on the Balance Sheet or on the Interim Balance Sheet; (ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); (iii) Liens created by operation of law; (iv) Liens under the Post-Petition Bank Credit Agreement (which will be released at Closing); (v) Liens disclosed on Schedule 3.14(c) hereto; and (vi) Liens which do not materially detract from the value or materially interfere with any other parties have present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, collectively, the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries"Permitted Liens").

Properties. (ai) Except as set forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Bank and its Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and have marketable title, insurable at standard rates, free and clear of all Liens liens, charges and encumbrances (except Taxes which are a lien but not yet payable and liens, charges or encumbrances reflected in the Financial Statements and easements, rights-of-way, and other than Permitted Liens)restrictions and imperfections not material in nature, and further excepting in the case of Other Real Estate Owned (as such real estate is internally classified on the books of Bank or its Subsidiaries) rights of redemption under applicable law) to all of their respective material tangible Assets. Parent and the Parent Subsidiaries ownowned real properties, lease under valid leases or has use of and/or valid access under valid agreements to (ii) all material facilities, machinery, equipment and other material tangible Assets necessary leasehold interests for the conduct of their respective business as presently conducted. With respect to the material real property and Assets they personal property used by Bank and its Subsidiaries in their businesses are held pursuant to lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries agreements which are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest thereinin accordance with their terms, free of any Liens(iii) all such properties comply with all applicable private agreements, zoning requirements and other than Permitted Liens. Each Real Property Lease is in full force governmental laws and effect regulations relating thereto and there is are no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, condemnation proceedings pending or, to the Knowledge knowledge of Parent Bank, threatened with respect to such properties, (iv) Bank and its Subsidiaries have valid title or other ownership rights under licenses to all intangible personal or intellectual property necessary to conduct the Parent Subsidiariesbusiness and operations of Bank and its Subsidiaries as presently conducted, by free and clear of any claim, defense or right of any other party thereto. There person or entity, subject only to rights of the licensors pursuant to applicable license agreements, which rights do not adversely interfere with the use of such property, (v) all insurable properties owned or held by Bank and its Subsidiaries are adequately insured by financially sound and reputable insurers in such amounts and against fire and other risks insured against by extended coverage and public liability insurance, as is customary with bank holding companies of similar size, and there are presently no parties physically occupying claims pending under such policies of insurance and no notices have been given by Bank or using any portion of any of its Subsidiaries under such policies, and (vi) all tangible properties used in the Leased Real Properties nor do any other parties have businesses of Bank and its Subsidiaries are in good condition, reasonable wear and tear excepted, and are useable in the right to physically occupy or use any portion ordinary course of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesbusiness consistent with past practices.

Properties. Schedule 4.3(bb) sets forth a complete and correct list of: (aA) the Properties owned directly or indirectly by a Subsidiary of the REIT; (B) the city and province or state, as the case may be, of each Property; (C) the licensed capacity of each Property; and (D) which of the Subsidiaries of the REIT owns, leases or subleases, the Real Property with respect to each such Property. Each Property is wholly owned in fee simple (or the U.S. equivalent of fee simple) by a Subsidiary of the REIT, as set forth on Schedule 4.3(bb) hereto. No Property (or any portion thereof) is subject to any leases, subleases or other occupancy arrangement by any third party other than (I) the Leases to Tenants relating to such Property, (II) cellular towers, oil-and-gas leases, and similar leases, subleases or occupancy agreements which are disclosed on the public record and that would not reasonably be expected to have a Property Material Adverse Effect. The REIT has made available to the Invesque Parties a full, complete and accurate rent roll with respect to the Leases, and a rent roll for each Property showing all other leases with respect to each Property, all of which rent rolls are true, accurate and complete, setting forth the name of each tenant, term of lease, rent payable, all security deposits and any defaults thereunder. Except as set forth in (I) and (II) above, there are no parties in possession of any part of the Real Property, and there are no other rights of possession which have been granted to any third party or parties, except for licenses to use space which are cancelable by the applicable Subsidiary of the REIT on thirty (30) days or less notice at no cost to the landlord thereunder. Except as set forth on Section 5.16(a) Schedule 4.3(bb), none of the Parent Disclosure LetterLeases or the agreements described in (II) above contain any purchase options, neither Parent nor the Parent Subsidiaries own rights of first offer or has any options rights of first refusal to purchase or lease any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesthereof.

Properties. (a) Except WPG or a WPG Subsidiary owns good and marketable fee simple title or leasehold title (as set forth on Section 5.16(aapplicable) to all the real property owned or leased (as lessee or sublessee), including ground leased, by WPG or any WPG Subsidiary as of the Parent Disclosure Letterdate of this Agreement (all such real property interests, neither Parent nor the Parent Subsidiaries own together with all buildings, structures and other improvements and fixtures located on or has any options under such real property and all easements, rights and other appurtenances to purchase any such real property. Parent has provided , are individually referred to herein as a “WPG Property” and collectively referred to herein as the Company true“WPG Properties”), correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleeach case, free and clear of all Liens, except for WPG Permitted Liens (other than that have not had and would not reasonably be expected to have, individually or in the aggregate, a WPG Material Adverse Effect. Section 5.13(a) of the WPG Disclosure Letter sets forth a list of the addresses of each WPG Property. For the purposes of this Agreement, “WPG Permitted Liens)” shall mean any (i) Liens relating to any Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) Liens that result from any statutory or other Liens for Taxes or assessments that are not yet subject to all penalty or delinquent or the validity of their respective material tangible Assets. Parent which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Parent Subsidiaries ownfinancial statements of WPG (if such reserves are required pursuant to GAAP) or that are otherwise not material, lease under valid leases (iii) Liens imposed or has use promulgated by Law or any Governmental Authority, including zoning regulations, permits, licenses, utility easements, rights of and/or valid access under valid agreements way and similar Liens imposed by any Governmental Authority, (iv) Liens that are disclosed on the existing WPG Title Insurance Policies made available by or on behalf of WPG or any WPG Subsidiary to all material facilitiesGlimcher prior to the date of this Agreement and, machinerywith respect to leasehold interests, equipment Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (v) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other material tangible Assets necessary for similar Liens imposed by Law and incurred in the conduct ordinary course of their respective business as presently conducted. With respect consistent with past practice that are not yet subject to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent penalty or the Parent Subsidiariesvalidity of which is being contested in good faith by appropriate proceedings or that are otherwise not material, by and (vi) any other party thereto. There are no parties physically occupying or using any portion of any Liens that do not materially adversely impair the value of the Leased Real Properties nor do any other parties have applicable WPG Property or the right to physically occupy or continued use any portion and operation of the Leased Real Properties, applicable WPG Property as currently used and operated or are being contested in each case, other than Parent or the Parent Subsidiariesordinary course of business in good faith.

Properties. (a) Except as set forth on Section 5.16(a(i) The Company and each of its Subsidiaries has good and marketable title to, or in the Parent Disclosure Lettercase of leased property and leased tangible assets, neither Parent nor the Parent Subsidiaries own or has any options to purchase any valid leasehold interests in, all of its material real property. Parent has provided properties and material tangible assets and (ii) all such assets and real properties, other than assets and real properties in which the Company true, correct and complete copies or any of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodleasehold interests, valid and marketable title, are free and clear of all Liens (other than Liens, except for Permitted Liens. (b) Section 4.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries as of the date of this Agreement in respect of which the Company or any of its Subsidiaries has annual rental obligations of $50,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property as of the date of this Agreement and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of their respective material tangible Assets. Parent and the Parent Subsidiaries ownleases, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment subleases and other material tangible Assets necessary for the conduct agreements (each, a “Lease Agreement”) of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties)Property are valid, Parent binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the Parent execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any of its Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesor created by) and hold a valid and enforceable leasehold interest therein, free of Lease Agreement is subject to any LiensLien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. Each Real Property The Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Lease is in full force and effect Agreement, and there is are no violation, breach, default, outstanding defaults or any event or condition circumstances which, after upon the giving of notice or lapse passage of time or both, will would constitute a violation, default or breach or default by Parent or a Parent Subsidiary any party under any Lease Agreement. (c) With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion thereof. The Company and each of any its Subsidiaries enjoy peaceful and undisturbed possession of the Owned Real Property and the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Sellers own no fee simple interest in Real Property, and have no obligation to purchase or acquire, now or in the future, any fee simple interest in Real Property. (b) Section 5.16(a3.8(b) of the Parent Sellers' Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Schedule sets forth a true, correct and complete copies list of all leases and other agreements, including all amendments thereto (collectively, the "Real Property Leases. No Person other than Parent or "), under which Sellers have the Parent Subsidiaries has any option or right to terminate use or occupy, now or in the future, any of real property, including the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodland, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment buildings and other material tangible Assets necessary for improvements (the conduct of their respective business as presently conducted"Real Property"). With respect to Except in connection with the material property and Assets they lease (includingBankruptcy Petition, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each each Real Property Lease is valid, binding and in full force and effect effect, all rent and there other sums and charges payable by Sellers or their affiliates as tenants thereunder are current, no notice of default or termination under any Real Property Lease is outstanding, no violation, breach, default, or any 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, and have no Knowledge, of any event that has occurred or condition that exists which, after with the giving of notice or the lapse of time or both, will would constitute such a violationdefault or termination event or condition. (c) Sellers have not received notice, breach and have no Knowledge, of any pending, threatened or default by Parent or a Parent Subsidiary under any contemplated condemnation proceeding affecting the Real Property Leaseor any part thereof, oror of any sale or other position of the Real 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 Knowledge disabled. No part of Parent or any Improvement encroaches on any real property not included in the Parent SubsidiariesReal Property, by any other party thereto. There and there are no parties physically occupying buildings, structures, fixtures or using other improvements primarily situated on adjoining property which encroach on any portion of any part of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real PropertiesProperty, in each case, other than Parent or the Parent Subsidiariesa manner that would cause a Material Adverse Effect.

Properties. (a) Except as set forth on Neither Seller nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 5.16(a5.16(b) of the Parent Seller Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct Schedule sets forth a complete and complete copies accurate list of all Real Property real property leased, subleased or licensed by Seller or any of its Subsidiaries (collectively “Seller Leases”) and the location of the premises. No Person Neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any other than Parent or the Parent Subsidiaries has party to any option or right to terminate Seller Lease, is in default under any of the Real Property Leases other than as expressly set forth Seller Leases, except where the existence of such defaults, individually or in such Real Property Leases. Parent the aggregate, has not had, and the Parent Subsidiaries own goodwould not reasonably be expected to result in, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted LiensSeller Material Adverse Effect. Each Real Property Lease of the Seller Leases is in full force and effect and there is no violationenforceable against Seller or the applicable Subsidiary, breachas the case may be, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, orand, to the Knowledge of Parent or the Parent SubsidiariesSeller’s knowledge, by any against each other party thereto, in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. There are no parties physically occupying or using any portion of Neither Seller nor any of the Leased Real Properties nor do its Subsidiaries leases, subleases or licenses any real property to any Person other parties have the right than Seller and its Subsidiaries. Seller has made available to physically occupy or use any portion Parent complete and accurate copies of all Seller Leases. (c) Except as set forth in Section 5.16 of the Leased Real PropertiesSeller Disclosure Schedule, the machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by Seller or any of its Subsidiaries are, in each casethe aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted, and Seller and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other than Parent tangible personal property and assets that are material to Seller and its Subsidiaries, taken as a whole, free and clear of all Encumbrances, except for defects in title that would not reasonably be expected to have, individually or in the Parent Subsidiariesaggregate, a Seller Material Adverse Effect.

Properties. (a) Except as set forth on The Company does not own any real estate or have the option to acquire any real estate. The Company does not lease any real estate other than the premises identified in Section 5.16(a3.14(a) of the Parent Company Disclosure LetterSchedule as being so leased (the "Leased Premises"). The Company enjoys peaceful and undisturbed possession of each of the Leased Premises. None of the improvements comprising the Leased Premises, neither Parent nor or the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided businesses conducted by the Company truethereon, correct and complete copies are, to the Knowledge of all Real Property Leasesthe Company, in material violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building Legal Requirement, public utility or other easements or other applicable Legal Requirement. No Person As of the date hereof, no material expenditures are required to be made by the Company for the repair or maintenance of any improvements on the Leased Premises other than Parent or routine repairs and maintenance in the Parent Subsidiaries Ordinary Course of Business. The Company has any option or right to terminate any of valid leasehold interests in the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodLeased Premises, valid and marketable title, which leasehold interests are free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force Liens for Taxes, assessments and effect other governmental charges that are not yet due and payable and Liens which do not interfere with the Company's ability to operate its business as currently conducted. (b) As of the date hereof, there is are no violationcondemnation, breach, default, eminent domain or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, similar proceedings pending against the Company or, to the Knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right threatened with respect to physically occupy or use any portion of the Leased Real PropertiesPremises. (c) As of the date hereof, to the Knowledge of the Company, the buildings and other facilities located on the Leased Premises appear to be in reasonable condition and are suitable to the Company's uses thereof. (d) The Company has marketable and legal title to all properties it purports to own, and has valid leasehold interests in all properties it purports to lease, in each casecase except for defects in title, other than Parent or easements, restrictive covenants and similar Liens and encumbrances that do not interfere with the Parent SubsidiariesCompany's ability to operate its business as currently conducted.

Properties. (a) SCHEDULE 3.17 attached hereto contains a true and complete list (designating the relevant owners, lessors and lessees) of (i) all real Property owned, leased or subleased by the Company and all buildings and other structures located on such real Property (including leasehold improvements) and (ii) all vehicles, equipment, furniture, fixtures and other personal Property owned, leased, subleased or managed by any such Person which, in the case of clause (ii) only, had an original cost in excess of Fifty Thousand Dollars ($50,000). (b) With respect to real Property owned by the Company, if any, the Company has good and marketable title in fee simple absolute to each such parcel of real Property and all buildings, structures and other improvements thereon, in each case free and clear of all Liens. Except as set forth in SCHEDULE 3.17 attached hereto, there are no leases, subleases, tenancies, rights of first refusal or first offer, purchase options or rights of occupancy affecting any such real Property. Complete and correct copies of any title opinions, surveys and appraisals in the Company=s possession, and of any policies of title insurance currently in force, with respect to any such parcel of real Property have been delivered by the Company to the Purchaser. (c) Except as set forth on Section 5.16(a) in SCHEDULE 3.17 attached hereto, with respect to real Property leased by the Company or otherwise made available to the Company for use, the Company has the right to quiet enjoyment of such real Property for the full term of each such lease or similar agreement (and any renewal option related thereto), and the leasehold or other interest of the Parent Disclosure LetterCompany in such real Property is not subject or subordinate to any Lien (or if subordinate, neither Parent nor the Parent Subsidiaries own or a non-disturbance agreement has any options to purchase any real property. Parent has provided been obtained by the Company truefrom the holder of the Lien). The Company is in compliance with all terms of each such lease or similar agreement and to the Selling Shareholder's Knowledge, correct and complete copies the other party or parties thereto are not in default of all Real Property Leases. No Person other than Parent its or their obligations thereunder nor does any such party have the Parent Subsidiaries has any option or present right to terminate prior to its scheduled expiration the term of any lease or similar agreement. (d) Neither the whole nor any part of any real Property owned, leased, used or occupied by the Company is subject to any pending suit for condemnation or other taking by any public authority, and, to the Selling Shareholder's Knowledge, no such condemnation or other taking is currently threatened or contemplated. The Properties owned, leased or subleased by the Company are sufficient to conduct the operations of the Real Property Leases other than Company as expressly set forth currently conducted, and such Properties are in such Real Property Leases. Parent sound operating condition and the Parent Subsidiaries own goodrepair, valid normal wear and marketable titletear excepted, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and "slurry walls" referenced in the Parent Subsidiaries are Shoreline Amphitheater Lease referenced in compliance in all material respects with such leases (including, without limitation, Item 2 of SCHEDULE 3.17 attached hereto. There has not been any interruption of the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free operations of the Company due to inadequate maintenance of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real such Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Parent and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets necessary to operate its business, including all property and assets reflected on the Parent Financial Statements or acquired after the Parent Balance Sheet Date, except as have been disposed of since the Parent Balance Sheet Date in the ordinary course of business. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) each lease, sublease or license, and all material amendments and modifications thereof as of the Original Agreement Date, with respect to any real property leased by or for the benefit of the Parent or any of its Subsidiaries (the “Parent Leased Real Property” and each such lease, sublease or license, a “Parent Real Property Lease”) is valid, binding, enforceable and in full force and effect with respect to the Parent or one of its Subsidiaries and, to the Knowledge of the Parent, to the counterparty thereto, (ii) neither the Parent nor any of its Subsidiaries, nor to the Parent’s Knowledge any other party to a Parent Real Property Lease, 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 material default under the provisions of such Parent Real Property Lease, and neither the Parent nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Parent Real Property Lease. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the Company has not received any written notice that all or any portion of Parent Leased Real Property is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor and, to the Knowledge of the Parent, no such order is threatened. (d) Except for any Parent Permitted Liens and as set forth on in Section 5.16(a5.13(d) of the Parent Disclosure LetterSchedule and except as has not had and would not reasonably be expected to have, neither individually or in the aggregate, a Parent nor Material Adverse Effect, (i) there are no contractual or legal restrictions that prevent the Parent or any of its Subsidiaries own or has from using any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Leased Real Property Leases. No Person for its current use and (ii) all structures and other than Parent or buildings on the Parent Subsidiaries has any option or right to terminate any Leased Real Property are in good operating condition sufficient for the operation of the Real Property Leases other than as expressly set forth in Parent’s business and none of such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases structures or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease buildings is in full force need of maintenance or repairs except for ordinary, routine maintenance and effect repairs, and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesexcept for ordinary wear and tear.

Properties. (a) Except as set forth on Section 5.16(a4.14(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Letter sets forth a true and complete list of all real property. Parent has provided property owned by the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of its Subsidiaries (“Owned Real Property”) and all material leased real property to which the Company or any of its Subsidiaries is a tenant, subtenant or occupant as of the date of this Agreement (“Leased Real Property Leases other than as expressly set forth in such Property,” and collectively with the Owned Real Property LeasesProperty, the “Company Real Property”). Parent The Company and the Parent its Subsidiaries own have good, valid and marketable titleindefeasible title to all Owned Real Property, free and clear of all Liens (other than Permitted Liens) and good and valid leasehold estates in and to the Leased Real Property pursuant to each lease, sublease, license, or other use or occupancy agreement with respect to the Leased Real Property (together with all material amendments, modifications and other supplements thereto, each a “Real Property Lease”), free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is valid and binding on the Company or its Subsidiary, as applicable, and enforceable in full force accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws affecting generally the enforcement of creditors’ rights and effect subject to general principles of equity). (b) The Company has made available to Parent prior to the date of this Agreement true and there complete copies of each Real Property Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries nor, to the knowledge of the Company, any of the other parties thereto, is in breach of or default under any Real Property Lease and, to the knowledge of the Company, no violation, breach, default, circumstances or any event or condition state of facts presently exists which, after with the giving of notice or lapse passage of time time, or both, will would constitute a violation, breach or default by Parent or a Parent Subsidiary 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 Company Real Property. Except as would not reasonably be expected to 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 Company Real Property or any portion thereof. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company Real Property is properly zoned for its present use under applicable zoning ordinances, and there are no pending or, to the Knowledge Company’s knowledge, threatened, proceedings which could result in a modification or termination of Parent such zoning. Except as would not reasonably be expected to have, individually or in the Parent Subsidiariesaggregate, by a Material Adverse Effect, neither the Company and nor any of its Subsidiaries has received any written notice (i) alleging noncompliance with any applicable building, zoning, land use or other similar Laws and other requirements with respect to any Company Real Property, (ii) alleging non-conforming uses, zoning or building code variances or any other use restrictions with respect to any Company Real Property, (iii) regarding any pending or contemplated rezoning proceeding affecting any Company Real Property or (iv) regarding any pending or contemplated proceeding or public improvement that could result in the levy of any special tax or assessment against any Company Real Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all of the Company Real Property is in compliance with all applicable building, zoning, land use and other similar Laws. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries have good, valid and marketable title to, or leases and has a valid leasehold interest in, all of the assets, properties and interests in properties (tangible or intangible, including personal property and the Company Real Property) 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 assets disposed of in the ordinary course of business consistent with past practices after the Company Balance Sheet Date and (ii) 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 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. (e) The Company does not own or hold, and is not obligated under or party thereto. There are no parties physically occupying to, any option, right of first refusal or using other contractual right to purchase, acquire, sell, assign or dispose of any Company Real Property or any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy thereof or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesinterest therein.

Properties. The Company (ai) Except has good and marketable title to all the properties and assets (A) reflected in the Most Recent Balance Sheet as set forth on being owned by the Company (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after December 31, 2007. The Company has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company is a party (the “Company Leases”) and is in sole possession of the properties purported to be leased thereunder. Section 5.16(a3.01(j) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Letter lists and describes briefly all Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Company Lease is in full force and effect and there constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no violation, uncured breach, defaultand no default exists, on the part of landlord under any of the Company Leases, and the Company has no knowledge of breach or default or any event event, condition or condition whichstate of facts, after which with the giving of notice or lapse the passage of time time, or both, will would constitute a violation, breach or default by Parent or a Parent Subsidiary the Company under any Real Property Company Lease. There is no suit, oraction, arbitration or other proceeding with respect to the Knowledge of Parent Company Leases or the Parent Subsidiaries, by any other party theretopremises leased under the Company Leases. There are no parties physically occupying or using any portion The Company has not received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises leased by the Company or any part thereof or of any sale or other disposition of any such leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Company Leases encompasses all real property used by the Company, and the Company does not own any real property and does not have any options to purchase real property. The landlord under each of the Leased Real Properties nor do any other parties Company Leases has performed all initial improvements required to be performed by it under such Company Lease and all tenant improvements allowances have been paid to the right Company as tenant under such Company Lease. All insurance required to physically occupy or use any portion be maintained by the Company under each of the Leased Real Properties, Company Leases is in each case, other than Parent or the Parent Subsidiariesfull force and effect.

Properties. (a) Except as set forth on Section 5.16(a) of Neither the Parent Disclosure Letter, neither Parent Company nor the Parent Subsidiaries own or has any options to purchase Company Subsidiary owns any real property. Parent has provided Section 3.14 of the Company trueDisclosure Letter sets forth a correct and complete list of all leases, subleases, licenses, use or occupancy or similar agreements that cover real property (as amended or modified from time to time, the “Real Property Leases”) and under which the Company or any Company Subsidiary is a party as tenant, subtenant or in a similar capacity, and sets forth the street address of the real property that is the subject of any Real Property Lease (the “Leased Real Property”). The Company has previously made available to Parent correct and complete copies of all each Real Property LeasesLease. No Person other than Parent Except as, individually or in the Parent aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and each of the Company Subsidiaries has any option a valid leasehold or right to terminate any of sublease interest in the Leased Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than except for Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesii) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each each Real Property Lease is valid, in full force and effect and enforceable against the Company or Company Subsidiary that is party thereto, (iii) the Company and the Company Subsidiaries are not in default (and there is no violation, breach, default, or any event or condition which, that after notice or lapse of time or both, will both would constitute a violation, breach or default by Parent the Company or any Company Subsidiary) under any Real Property Lease and, to the Knowledge of the Company, there is no default (or event or condition that after notice or lapse of time or both would constitute a Parent Subsidiary default) by any other party thereto under any Real Property Lease, or(iv) no Person leases, subleases, licenses or otherwise has a right to the Knowledge of Parent use or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of occupy any of the Leased Real Properties nor do Property other than the Company or any other parties have the right to physically occupy or use any portion of Company Subsidiary and (v) all improvements located on the Leased Real Properties, Property are in each case, other than Parent or sufficiently good condition and repair (ordinary wear and tear excepted) to allow the Parent Subsidiariesbusiness of the Company and the Company Subsidiaries to be operated in the ordinary course as currently operated and as presently proposed to be operated. Neither the Company nor any Company Subsidiary is a party to any agreement for the sale of any real property.

Properties. (ai) Except as set forth on Section 5.16(a) Neither of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries Companies own or has any options to purchase any real property. (ii) The real property listed on Schedule 4.2(i)(ii) (the “Leased Real Property”) constitutes a complete and correct list of all of the real property leased, subleased, licensed, or otherwise used in any material respect, pursuant to other similar agreements or arrangements, by either of the Companies and that significantly relate to the Business and operations of either of the Companies. Parent Schedule 4.2(i)(ii) also sets forth a complete and correct list of all leases, subleases, licenses or other rental arrangements pursuant to which either of the Companies holds any Leased Real Property (individually, a “Lease” and collectively, the “Leases”). Each of the Companies has provided the Company true, correct delivered or made available to Buyer accurate and complete copies of all each of the Leases. None of the Leases referenced in the preceding sentence have been modified, assigned, changed, supplemented, amended, or mortgaged in any material respect, except to the extent that such modifications or other changes are disclosed on Schedule 4.2(i)(ii) or disclosed by the copies of the Leases delivered or made available to Buyer. The Leased Real Property Leaseslisted on Schedule 4.2(i)(ii) consists of one (1) office location and the rent for such Leased Real Property is at fair market value. No Person If, and to the extent that, a Sellers’ office is located in or shares space with a Seller’s primary or other than Parent or residence, then an allocation shall be made on a reasonable basis by NewCo for the Parent Subsidiaries has any option or right to terminate any costs and expenses incurred in connection with such shared space and such Seller shall bear the portion of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent cost and expense relating to the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conductedresidence. With respect to the material property each Lease, and Assets they lease except as otherwise specified on Schedule 4.2(i)(ii): (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with A) such leases (including, without limitation, the Real Property Leases) and hold a Lease is valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violationeffect, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, subject to the Knowledge application of Parent any bankruptcy or creditors’ rights Laws and, if applicable, proper authorization and execution of such Lease by the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any ; (B) none of the Leased Real Properties nor do any other parties have Property has been subleased, licensed, assigned or otherwise transferred or conveyed by either of the right Companies, and to physically occupy or use any portion each of the Sellers’ Knowledge, there are no Liens that affect the Leased Real PropertiesProperty as a result of the acts or omissions of either of the Companies; (C) Neither of the Companies has received any written notice from any Governmental Authority that the use, occupancy, and operations of any Leased Real Property by such Company is not in each case, other than Parent compliance with all applicable Laws and permits; or (D) Neither of the Companies has received from any counterparty thereto or sent to any counterparty thereto written notice of any material default or alleged default in the Parent Subsidiariesperformance of any obligation to be performed or paid under any Lease.

Properties. (a) Except as set forth on Section 5.16(a) As of the Parent Disclosure Letterdate of this Agreement, neither Parent the Company nor the Parent any of its Subsidiaries own owns any real property or has is party to any options Contract or option to purchase any real property. Parent has provided . (b) Section 3.22(b) of the Company Disclosure Schedules sets forth a true, correct and complete list, as of the date of this Agreement, of (i) all real property leased, subleased, licensed or otherwise occupied by the Company or any of its Subsidiaries (the “Company Leased Real Property”), together with the address of each such Company Leased Real Property and (ii) all leases, subleases or licenses or occupancy agreements and all amendments, modifications, guarantees, assignments, supplements and letters of credit relating thereto (each, a “Company Real Property Lease”). The Company has delivered or made available to Parent complete and accurate copies of all each Company Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any Lease described in Section 3.22(b) of the Company Disclosure Schedules as in effect on the date of this Agreement, if any. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (I) the Company and each of its Subsidiaries holds a valid and existing leasehold, subleasehold, license or other similar interest under each Company Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleLease, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent Liens and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the II) each Company Real Property Leases) and hold Lease is a valid and binding agreement, enforceable leasehold interest thereinagainst the Company or one of its Subsidiaries, free of any Liensas the case may be, other than Permitted Liens. Each Real Property Lease and is in full force and effect (subject to the Bankruptcy and there Equity Exceptions). (c) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any Company Real Property Lease is in default or breach under the terms of any such Company Real Property Lease, except where such default or breach would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no violationevent has occurred that, breach, default, or any event or condition which, after with notice or lapse of time or both, will would constitute a violation, default or breach or default by Parent or a Parent Subsidiary under any Company Real Property Lease, orexcept as had not had and would not reasonably be expected to have, to individually or in the Knowledge aggregate, a Company Material Adverse Effect. To the knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto. There as of the date of this Agreement there are no parties physically occupying or using material disputes with respect to any portion of any of the Leased Company Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty Lease.

Properties. (a) Except as set forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or Each Company has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titlefee simple title to, or valid leasehold interests in, all its Property, free and clear of all Liens (other than except for Permitted Liens. The Property of the Companies, individually and in the aggregate, (i) is in good operating order, condition and repair (ordinary wear and tear and Casualty Events excepted), to and (ii) constitutes all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary Property which is required for the conduct business and operations of their respective business the Companies as presently conducted. With respect to . (b) As of the material property Closing Date, Schedule ‎3.05(b) contains a true and Assets they lease complete list of each ownership and leasehold interest in Real Property (including, without limitationi) owned by any Company and describes the type of interest therein held by such Loan Party, the Leased Real Properties)common street address, Parent and the Parent Subsidiaries are in compliance in all material respects with name of the Loan Party that owns such leases Real Property and (includingii) leased, without limitationsubleased, licensed or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, the name of the Loan Party that leases such Real Property, a description of the lease, sublease, license, use or occupancy agreement pursuant to which such rights have been granted, and the parties to such agreement (collectively, the “Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens”). Each Real Property Lease is in full force and effect and there constitutes a legal, valid and binding obligation on the applicable Loan Party which is a party to it, enforceable in accordance with its terms, No Loan Party, nor to the Company’s knowledge any other party, is in breach or default under such Real Property Lease and no violation, breach, default, event has occurred or any event or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will would constitute such a violation, breach or default by Parent or a Parent Subsidiary permit the termination, modification or acceleration of rent under any such Real Property Lease, orand no Loan Party nor the Company has subleased, licensed, or otherwise granted to any Person the right to use or occupy any Real Property. (c) No Mortgage encumbers Real Property on which a “Building” (as defined in 12 C.F.R. Chapter III, Section 339.2) is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained and is in full force and effect as required by this Agreement. (d) Each Company owns or has rights to use all of its property and all rights with respect to any of the foregoing which are required for the business and operations of the Companies as presently conducted. The use by each Company of its property and all such rights with respect to the Knowledge foregoing do not infringe on the rights or other interests of Parent or the Parent Subsidiaries, by any other party theretoperson. There are no parties physically occupying or using No claim has been made and remains outstanding that any portion Company’s use of any of its property does or may violate the Leased rights of any third party. The present uses of the Real Properties nor Property and the current operations of each Company’s business do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws. (e) There is no pending or threatened condemnation or eminent domain proceeding with respect to, or that could affect, any of the Real Property of any Company. (f) Each parcel of Real Property is taxed as a separate tax lot and is currently being used in a manner that is consistent with and in compliance in all material respects with the property classification assigned to it for real estate tax assessment purposes. (g) No Company is obligated under, or a party to, any option, right of first refusal or other contractual right to sell, assign or dispose of any Real Property or any portion thereof or interest therein. (h) Other than as set forth on Schedule 3.05(h), there are no leases, subleases, licenses or other use or occupancy agreements granting any other parties have person the right to physically occupy the possession, use or use occupancy of any portion of the Leased Real PropertiesProperty. (i) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in each casethe Real Property (the “Improvements”) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the operation of the Company’s business. To the knowledge of the Loan Parties, other than Parent there are no material structural deficiencies or latent defects affecting any of the Parent SubsidiariesImprovements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Company’s business.

Properties. (a) Except as set forth on Section 5.16(a5.15(a) of the Parent Company Disclosure LetterLetter contains, neither Parent nor as of the Parent Subsidiaries own or has any options to purchase any date of this Agreement, a true and complete list of all real property. Parent has provided property that is owned by the Company trueor any Company Subsidiary (such property, correct and complete copies of all the “Owned Real Property LeasesProperty”). No Person other than Parent With respect to each Owned Real Property, the Company or the Parent Subsidiaries a Company Subsidiary has any option or right valid title to terminate any of the such Owned Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleProperty, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each 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 Company Disclosure Letter. (b) Section 5.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of all real property that is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company or any Company Subsidiary, as applicable (such property, the “Leased Real Property”; together with the Owned Real Property, the “Real Property”), and sets forth a list of any and all leases, subleases, sub-subleases, 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 have been made available to Parent. (c) Except for matters which, individually or in the aggregate, would not have a Company Material Adverse Effect, (i) each Real Estate Lease is in full force and effect and there is no violationa valid, breachbinding and legally enforceable obligation of the Company or one of the Company Subsidiaries, defaultas the case may be, and, to the Knowledge of the Company, of the other parties thereto, 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, and (ii) none of the Company or any event of the Company Subsidiaries is (with or condition which, after without notice or lapse of time time, or both, will constitute a violation, ) 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 Parent 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 any written notice regarding any actual or possible material violation or breach of or material default under, or intention to cancel or materially modify to the detriment of the Company or the Company Subsidiaries, any Real Estate Lease, except in each case as would not be reasonably expected to be material to the Company and the Company Subsidiaries, taken as a Parent Subsidiary under whole. (d) The 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 Leaseor 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 Parent the Company, is contemplated or the Parent Subsidiaries, by threatened with respect to all or any other party thereto. There are no parties physically occupying or using any material portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Seller does not own any interests in real property. (b) Section 5.16(a2.12(b)(i) of the Parent Seller Disclosure LetterSchedule lists each real property leased, neither Parent nor subleased, licensed or occupied by, or from, Seller (the Parent Subsidiaries own or “Leased Real Property”). Seller has any options delivered to purchase any real property. Parent has provided the Company Buyer true, correct and complete copies of all leases, subleases, licenses or other occupancy agreements or contracts (collectively, together with all amendments, modifications or supplements thereto, and assignments thereof, “Real Property Leases”) relating to the Leased Real Property or to which Seller is a party or by which Seller is bound. No Person 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 than Parent 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 Parent Subsidiaries 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 option notice of cancellation or right to terminate 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 than party thereto, or in the case where the Seller is the sublessor, by the Seller. No security deposit or portion thereof deposited with respect to such Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been re-deposited in full; (vi) Except as expressly set forth in such Real Property Leases. Parent and Section 2.12(b)(vi) of the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitationSeller Disclosure Schedule, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with other party to such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse not an Affiliate of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, orand, to the Knowledge of Parent 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 Parent SubsidiariesReal 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. 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 party theretoinstrument granting to another person or entity any right to the possession, use, occupancy or enjoyment of the Leased Real Property. There are no parties physically occupying encroachments upon any of the parcels comprising the Leased Real Property (other than such encroachments as would not affect the usability or using 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 Property in the Seller’s possession or control. No claim has been made under any of the Existing Title Policies or Existing Surveys. The Seller has delivered to Buyer 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. (e) 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 Seller, 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 plans of any Governmental Entity to change the highway or road system in the vicinity of the Leased Real Property 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 means of ingress to or egress from the Leased Real Property, and (ii) to the Knowledge of Seller, there is no pending or proposed action to change or redefine the zoning classification of all or any portion of any of the Leased Real Properties nor do any other parties have Property. (h) To the right to physically occupy or use any portion Knowledge of the Seller, no action seeking a reduction in real estate Taxes imposed upon the Leased Real Properties, in each case, other than Parent Property or the Parent Subsidiariesassessed valuation thereof (or any portion thereof) (i) has been settled during the period in which the Leased Real Property has been leased by the Seller or (ii) is currently pending.

Properties. (a) Except as set forth on Section 5.16(a4.18(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Schedule sets forth a list of all real property. Parent has provided property owned by the Company trueand its Subsidiaries, correct including all real property owned by the Company and complete copies its Subsidiaries related to a restaurant (the “Owned Real Property”). The Company or one of its Subsidiaries has good fee simple title to all Owned Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Except as set forth in Section 4.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property Lease or any portion thereof. Other than the rights granted 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 any interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.18(b) of the Company Disclosure Schedule sets forth (i) a list of all leases or subleases for real property leased by the Company or its Subsidiaries as tenant or lessee (including as subtenant or sublessee), other than leases of real property related to a restaurant, and (ii) a list of all leases or subleases for real property leased by the Company or its Subsidiaries as tenant or lessee (including as subtenant or sublessee) related to a restaurant, (collectively, the “Leased Real Property Leases”). The Company has delivered to Parent a true, correct and complete copy of each Leased Real Property Lease, and in the case of any oral Leased Real Property Lease, a written summary of the material terms of such Leased Real Property Lease. Except as set forth in Section 4.18(b) of the Company Disclosure Schedule, (i) the Company or one of its Subsidiaries has a good and valid leasehold estate in each real property subject to the Leased Real Property Leases, free and clear of all Liens, except for Permitted Liens and (ii) the Leased Real Property Leases are in full force and effect effect, subject to proper authorization and there execution of such lease by the other party thereto and the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries has received written notice that it is in default in any material respect under any Leased Real Property Lease and, to the Knowledge of the Company, no violation, breach, default, or any event or condition whichhas occurred, after notice or lapse currently exists, which constitutes or could constitute (with or without notice, the happening of time any event and/or the passage of time) a material default or both, will constitute a violation, material breach or default by Parent or a Parent Subsidiary under any Leased Real Property Lease on the part of the Company or its applicable Subsidiary or the other party thereto. Section 4.18(b) of the Company Disclosure Schedule sets forth a list of all leases accounted for by the Company or its Subsidiaries as a capital lease. (c) Section 4.18(c) of the Company Disclosure Schedule sets forth (i) a list of all leases or subleases for real property leased by the Company or its Subsidiaries as landlord or lessor (including as sublandlord or sublessor), other than leases related to a restaurant, and (ii) a list of all leases or subleases for real property leased by the Company or its Subsidiaries as landlord or lessor (including as sublandlord or sublessor) related to a restaurant (collectively, the “Company Leased Real Property Leases”). The Company has delivered to Parent a true, correct and complete copy of each Company Leased Real Property Lease, and in the case of any oral Company Leased Real Property Lease, a written summary of the material terms of such Company Leased Real Property Lease. The Company Leased Real Property Leases are in full force and effect, subject to proper authorization and execution of such lease by the other party and the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries has provided written notice to the other party to any Company Leased Real Property Lease that such party is in default in any material respect under such Company Leased Real Property Lease and, to the Knowledge of the Company, no event or condition has occurred, or currently exists, which constitutes or could constitute (with or without notice, the happening of any event and/or the passage of time) a material default or material breach under any Company Leased Real Property Lease on the part of the Company or its applicable Subsidiary or, to the Knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiaries.

Properties. (a) Neither the Company nor any Company Subsidiary owns any real property. Section 5.12(a) of the Company Disclosure Schedule lists all real property leased or subleased to or by the Company or any of the Company Subsidiaries and lists the dates of and parties to each such lease, the dates and parties to each amendment, modification and supplement to each such lease, the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to Parent true, complete and accurate copies of the leases and subleases (each as amended to date) listed in Section 5.12(a) of the Company Disclosure Schedule. With respect to each such lease and sublease: (i) the lease or sublease is a valid, binding and enforceable obligation of the Company or the Company 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) to the knowledge of the Company, neither the Company nor any Company Subsidiary, or to the knowledge of the Company, 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 is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; (iii) neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (iv) to the knowledge of the Company, there are no liens, mortgages, pledges, charges, security interests or other encumbrances (collectively, "Encumbrances"), easements, covenants or other restrictions applicable to the real property subject to 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 Company or the Company Subsidiary, as the case may be, of the property subject thereto; (v) to the knowledge of the Company there are no material structural or other defects of the buildings and structures on or comprising any of the leasehold or sublease hold properties; and (vi) except as set forth in Section 5.12(a), to the knowledge of the Company, there are no restrictions, prohibitions or Encumbrances on the Company (or any successor) from retaining the full amounts of any payments made by such sublessee. (b) Except as set forth on in Section 5.16(a5.12(b) of the Parent Company Disclosure LetterSchedule, neither Parent nor the Parent Company and the Company Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable good title, free and clear of all Liens (other than Permitted Liens)Encumbrances, to all property and assets necessary to conduct the business of their respective material tangible Assetsthe Company as currently conducted, except for (i) Encumbrances reflected in the Company's consolidated balance sheet at May 31, 2002 included in the Company SEC Reports, (ii) Encumbrances or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, and (iii) Encumbrances for current Taxes not yet due and payable. Parent The Company and the Parent Subsidiaries ownCompany Subsidiaries, lease as lessees, have the right under valid and subsisting leases to use, possess and control all property and assets personally leased by the Company or has use the Company Subsidiaries as now used, possessed and controlled by the Company or the Company Subsidiaries, as applicable. All of and/or valid access under valid agreements to all the material facilitiesplants, structures, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material personal property and Assets they lease (including, without limitation, assets owned or used by the Leased Real Properties), Parent Company and the Parent Company Subsidiaries are in compliance materially good condition, maintenance and repair, except as such may be under construction and for ordinary wear and tear, are useable in all material respects with such leases (includingthe ordinary course of business, without limitation, and are adequate and suitable for the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, uses to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There which they are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesbeing put.

Properties. All real property owned or leased by BAY has been Previously Disclosed. With respect to such real property that is owned by BAY, BAY has good and marketable and insurable title, free and clear of all Liens, leases or other imperfections of title or survey, except (ai) 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 FULB and UBB, (iii) survey imperfections set forth in surveys of such properties delivered to FULB and UBB or (iv) as Previously Disclosed. With respect to such real property that is leased by BAY, BAY has a good and marketable leasehold estate in and to such property (except for the matters described in clauses (i)-(iv) hereof). Except as set forth on Section 5.16(aSchedule 5.3(s) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or Schedule: BAY has any options to purchase any real property. Parent has provided the Company delivered true, correct and complete copies of such lease(s), together with all Real Property Leasesamendments thereto, to FULB and UBB; any such lease is in full force and effect and will not lapse or terminate prior to the Closing Date. No Person other than Parent or To the Parent Subsidiaries has any option or right to terminate knowledge of BAY, BAY is not and the landlord thereunder is not in default of any of their respective obligations under any such lease and any such lease constitutes the Real Property Leases valid and enforceable obligations of the parties thereto; other than as expressly set forth on Schedule 5.3(s), the transactions contemplated hereby will not require the consent of any landlord under any such lease; and, with respect to any mortgage, deed of trust or other security instrument which establishes a Lien on the fee interest in any real property subject to any such Real Property Leaseslease, BAY 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 BAY’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 BAY is not in default of any of its obligations pursuant to any such lease beyond the expiration of any notice and cure periods. Parent All real and personal property owned by BAY or presently used by BAY in its business is in good condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the Parent Subsidiaries own good, valid ordinary course of business consistent with its past practices. BAY has good and marketable and insurable title, free and clear of all Liens (other than Permitted Liens), to all of their respective its material tangible Assetsproperties 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 (iii) as Previously Disclosed. Parent All personal property which is material to BAY’s business and the Parent Subsidiaries own, lease under valid leased or licensed by BAY is held pursuant to leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries licenses which are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force accordance with their respective terms and effect and there is no violation, breach, default, or any event or condition which, after notice such leases will not terminate or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, prior to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesEffective Time.

Properties. (a) Except as set forth on Section 5.16(a) 3.10 of the Parent Company Disclosure LetterSchedule contains a list of all real estate owned, neither Parent nor the Parent Subsidiaries own or has any options to purchase any and all material real property. Parent has provided estate leased, by the Company true, correct or any of its Subsidiaries (except any thereof first acquired or leased after the date hereof as permitted by Section 6.1 hereof). Each of the Company and complete copies of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid good record and marketable titletitle 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 Permitted Liens), to all of their respective material tangible Assets. Parent the real property which is represented and warranted in paragraph (a) above) shown on the Parent Subsidiaries own, lease under valid leases Balance Sheet or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for acquired since the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any date of the Leased Real Properties nor do any other parties have Balance Sheet in the right to physically occupy or use any portion ordinary course of the Leased Real Propertiesbusiness, in each casecase 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. (c) 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 than Parent 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 Republic or the Parent SubsidiariesCompany to use the property or asset to which it relates in substantially the same manner as it was used by the Company prior to the Closing Date.

Properties. (a) Except as set forth on Seller does not own any real property used in the Business. Section 5.16(a3.11(a) of the Parent Seller Disclosure LetterSchedule sets forth each lease, neither Parent nor sublease or other agreement pursuant to which Seller uses real property primarily in the Parent Subsidiaries own 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 any options to purchase any valid leasehold interests in all such real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect property pursuant to the material property and Assets they lease (includingBusiness Leases, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries which interests are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of not subject to any Liens, Liens other than Permitted Liens. Each Real Property With respect to each Business Lease: (i) Such Business Lease is valid, binding, enforceable and in full force and effect effect, and there 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 violationevent has occurred or circumstance exists that, breachwith the delivery of notice, default, or any event or condition which, after notice or lapse passage of time or both, will 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 violation, breach or default by Parent or a Parent Subsidiary Seller under any Real Property Lease, orof the Business Leases and, to the Knowledge knowledge of Parent or the Parent SubsidiariesSeller, by any no other party is in default thereof, and no party to any Business Lease has exercised any termination rights with respect thereto. There are no parties physically occupying ; and (iv) Seller has not subleased, assigned or using otherwise granted to any portion of any of the Leased Real Properties nor do any other parties have Person the right to physically use or occupy such leased real property covered by a Business Lease or use any portion thereof. (b) Section 3.11(b) of the Leased Real PropertiesSeller Disclosure Schedule sets forth a list of the principal equipment, 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 each casethe clause of clauses (i) and (ii) above, for personal property sold since the date of the 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, individually or in the aggregate. (c) No Purchased Asset is subject to any Lien, except: (i) Liens disclosed on Section 3.11(b) of the Seller Disclosure Schedule; (ii) Liens disclosed in the Statement of Assets and Liabilities or notes thereto or securing liabilities reflected on the Statement 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 than Parent 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, material to the Business or the Parent SubsidiariesPurchased Assets; (v) Liens incurred in the ordinary course of business since the Statement Date which are not, individually or in the aggregate, material to the Business or the Purchased Assets (clauses (i)- (v) of this Section 3.11(b) are, collectively, the “Permitted Liens”).

Properties. (a) Except as set forth on Section 5.16(a) None of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase Sellers owns any real property. Parent has provided The real property (the Company true"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) The Real Property Leases and the Personal Property Leases are in full force and effect in all material respects, correct and, in each case, one of the Sellers holds a valid and existing leasehold interest under each of the Real Property Leases for the term set forth in Schedule D or Schedules C-1 and C-2, as applicable. Sellers have delivered to Buyer complete and accurate copies of all each of the Real Property Leases and the Personal Property Leases, and 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. No Person other than Parent None of the Sellers is in default in any material respect, and no circumstances exist which, if unremedied, would, either with or without notice or the Parent Subsidiaries has any option passage of time or right to terminate both, result in such default under any of the Real Property Leases other than as expressly set forth in such Real or Personal Property Leases. Parent To the knowledge of Sellers, no other party to any of the Real Property Leases or Personal Property Leases is in default thereof. (c) Sellers are the owner of all right, title and interest in and to the Parent Subsidiaries own goodAssets, valid including each of the properties and marketable titleassets reflected on the Balance Sheet or acquired since the Balance Sheet Date, free and clear of all Liens (other than Permitted Liens. (d) Schedule F sets forth a complete and accurate list of all the Assets which constitute equipment (including computer equipment and related peripherals), to all machinery, motor vehicles, furniture, fixtures, furnishings and leasehold improvements. All of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilitiesbuildings, machinery, equipment and other material tangible assets used by Sellers in the conduct of the Business are to the knowledge of the Sellers, 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 their respective business as presently conducted. With respect the Business. (e) The fees payable pursuant to the material property Regus Business Center Service Agreement, dated December 20, 2004 between ClearCommerce UK and Assets they lease Regus UK Limited will not exceed (including, without limitation, the Leased Real Properties), Parent pound)80 per day excluding value added taxes and the Parent Subsidiaries are telecommunications and similar connectivity charges. EXECUTION DRAFT (f) No Seller is in compliance in all material respects with such leases (including, without limitation, violation of any applicable zoning ordinance or other Governmental Regulation relating to the Real Property Leases) that has resulted or could reasonably be expected to result in a Material Adverse Effect, and hold a valid and enforceable leasehold interest therein, free no Seller has received any written notice of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no such violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by existence of any other party thereto. There are no parties physically occupying or using any portion of condemnation proceeding with respect to any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion Property, except violations of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariespotential consequences of which have not had and could not reasonably be expected to have a Material Adverse Effect.

Properties. (a) Except as set forth on disclosed in Section 5.16(a3.01(k) of the Parent Company Disclosure LetterSchedule, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct or one of its subsidiaries (i) has good and complete copies marketable title to all the properties and assets (A) reflected in the 2001 Balance Sheet as being owned by the Company or one of all Real Property Leases. No Person its subsidiaries (other than Parent any such properties or assets sold or disposed of since such date in the Parent Subsidiaries has any option ordinary course of business consistent with past practice) or right (B) acquired after March 31, 2001 which are material to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleCompany's business on a consolidated basis, free and clear of all Liens (other than Permitted Liens). The Company has good and valid leasehold interests in all real property leases, to all of their respective material tangible Assets. Parent subleases and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid occupancy agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for which the conduct of their respective business as presently conducted. With respect to Company is a party (the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases"LEASES") and hold a valid and enforceable leasehold interest therein, free is in sole possession of any Liens, other than Permitted Liensthe properties purported to be leased thereunder. Each Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. There is no uncured breach or default exists on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default under the Lease by the Company. Except as disclosed in Section 3.01(h), there is no violationsuit, breachaction, defaultarbitration or other proceeding with respect to the Leases or the premises leased under the Leases. The Company has not received notice and does not otherwise have knowledge of any pending, threatened or contemplated condemnation proceeding affecting any premises owned or leased by the Company or any event of its subsidiaries or condition which, after notice any part thereof or lapse of time any sale or both, will constitute a violation, breach other disposition of any such owned or default by Parent leased premises or a Parent Subsidiary under any Real Property Lease, or, part thereof in lieu of condemnation. The real property leased to the Knowledge of Parent or Company under the Parent SubsidiariesLeases encompasses all real property used by the Company, by and the Company owns no real property and does not have any other party theretooptions to purchase real property. There are no parties physically occupying or using any portion of any The landlord under each of the Leased Real Properties nor do any other parties Company's material Leases has performed all initial improvements required to be performed by it under such lease and all tenant improvements allowances have been paid to the right Company as tenant under such Leases. All insurance required to physically occupy or use any portion be maintained by the Company under each of the Leased Real Properties, Leases is in each case, other than Parent or the Parent Subsidiariesfull force and effect.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent its Subsidiaries has any option good and marketable title to, or right to terminate any valid and enforceable leasehold or sublease interests in, or other comparable contract rights in or relating to, all of the Real Property Leases material real properties and other than tangible assets necessary for the conduct of its business as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titlepresently conducted, free and clear of all Liens (other than Liens, except for Permitted Liens. (i) Section 3.01(n)(ii) of the Company Letter sets forth a list as of the date of this Agreement of all real property and interests in real property leased by the Company or any of its Subsidiaries (each such property, a “Leased Real Property”). Each lease with respect to Leased Real Property, and any amendment or supplement thereto, has been made available to all Parent by the Company. Neither the Company nor any of their respective material tangible Assets. Parent and the Parent its Subsidiaries owncurrently owns, lease under valid leases or has use of and/or valid access under valid agreements to all material facilitiespreviously owned, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. in fee any real property or interests in real property. (ii) With respect to the material property and Assets they lease (including, without limitation, the each Leased Real Properties)Property, Parent (A) the Merger and the Parent other transactions contemplated by this Agreement do not require notice to or the consent of any party to any lease, (B) neither the Company nor any of its Subsidiaries are 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. (iii) Each of the Company and its Subsidiaries is in compliance in all material respects with such the terms of all leases (including, without limitation, the of Leased Real Property Leases) to which it is a party and hold under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable leasehold interest thereinagainst the Company or such Subsidiary, free as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms. Neither the Company nor any of its Subsidiaries has received any notice of default under a lease for Leased Real Property that has not been cured, and the Company has no knowledge of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any existing event or condition which, after with notice or lapse of time or both, will would constitute a violation, breach default on the part of Company or default by Parent or a Parent Subsidiary any of its Subsidiaries under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariessuch lease.

Properties. (aA) Except as set forth on Section 5.16(a) In relation to each of the Parent Disclosure LetterCompany Properties, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided relevant member of the Group in which the Company trueProperty is vested (the "Owner") has under his control all of the title deeds and documents which, correct so far as the Seller is aware, are necessary to prove the Owner's title to each Company Property. (B) There are no mortgages or charges, legal or equitable, fixed or floating, affecting the Relevant Properties. (C) There are no agreements for sale, estate contracts, rights to purchase, options or rights of pre-emption affecting the Relevant Properties and complete copies there are no unusually onerous covenants and conditions which materially affect the carrying on of all Real the relevant Acquired Business at any Relevant Property. (D) The Seller has not received any written notice or communication alleging, and the Seller is not aware of, any breach of any covenants, restrictions and other encumbrances affecting any Relevant Property Leases. No Person other than Parent which remains to be complied with. (E) There are no outstanding enforcement notices, stop notices or the Parent Subsidiaries has any option or right breach of condition notices in relation to terminate any of the Real Property Leases other than Relevant Properties and so far as expressly set forth the Seller is aware, no enforcement action has been threatened in such Real Property Leases. Parent and writing in respect of the Parent Subsidiaries own goodRelevant Properties. (F) So far as the Seller is aware, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has existing use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for each of the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance Relevant Properties is in all material respects with such leases (including, without limitation, a lawful use under the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect relevant planning legislation and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying contractual or using legal restrictions which preclude or restrict the ability to use any portion of the Relevant Properties for the purposes for which they are being used and such use is neither temporary nor personal. (G) So far as the Seller is aware, there are no material outstanding disputes, actions or complaints in respect of any of the Leased Real Relevant Properties. (H) So far as the Seller is aware, none of the Relevant Properties nor do is subject to any overriding interest, as referred to in section 70 of the Land Registration ▇▇▇ ▇▇▇▇. (I) So far as the Seller is aware, in relation to each of the Relevant Properties which is leasehold the owner of the Relevant Property has received no notice alleging any material breach of any covenant contained in the lease which remains outstanding and the Seller is not aware of any material breach of any such covenant. (J) So far as the Seller is aware, the relevant member of the Group has good title to each Company Property. (K) So far as the Seller is aware, the Company Properties have (and these are subject to no rights of early termination by any third party) all proprietary rights and easements necessary for their existing use. (L) So far as the Seller is aware, there is no resolution or proposal for compulsory acquisition presently threatened in writing in respect of the Relevant Properties by a local or other parties have authority. (M) So far as the Seller is aware, the Company Properties and the Business Properties comprise all land and buildings owned, occupied or used for the purpose of the Acquired Business. (N) In the case of a Company Property which is held by a member of the Group under a lease, licence or similar arrangement: (i) no person has the right to physically occupy terminate that lease, licence or use any portion other arrangement before it is due to expire (other than as a result of a breach of its terms by the relevant member of the Leased Real PropertiesGroup); and (ii) that lease, in each case, licence or other than Parent or the Parent Subsidiariesarrangement is not subject to a bar on assignment.

Properties. (a) Except as set forth on Section 5.16(a3.14(a) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any Letter sets forth a true and complete list of all real property. Parent has provided property that the Company trueor any of its Subsidiaries owns (the “Owned Real Property”). With respect to each such item of Owned Real Property, correct except as does not have and complete copies of all Real Property Leases. No Person other than Parent would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or the Parent Subsidiaries identified Subsidiary has any option or right good and valid title to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titleproperty, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Except as set forth in Section 3.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy any portion of the Owned Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. (b) Section 3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property leased or subleased by the Company or its Subsidiaries (the “Leased Real Property”), including the address of each Leased Real Property. The Company has delivered or made available to Parent true and complete copies of all leases, subleases, licenses and other occupancy agreements of the Leased Real Property (together with all amendments, extensions, renewals, guaranties, or schedules thereto, the “Real Property Leases”). With respect to each Real Property Lease, (i) such Real Property Lease 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, subject to the Bankruptcy and Equity Exception, (ii) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party to such Real Property Lease is in full force and effect and there is material default under any such Real Property Lease, and, to the Knowledge of the Company, no violation, breach, default, event has occurred or any event or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will would constitute such a violation, material breach or default by Parent material default, or a Parent Subsidiary permit the termination, modification or acceleration of rent under any such Real Property Lease, or(iii) the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property leased by it free and clear of all Liens, except Permitted Liens and (iv) neither the Company nor any Subsidiary has collaterally assigned or granted any security interest in any Leased Real Property or any interest therein. (c) Except as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, with regard to the Leased Real Property and the Owned Real Property, (i) all buildings, structures, improvements, and fixtures included in the Leased Real Property which are the responsibility of the Company or its Subsidiaries to maintain and the Owned Real Property are in adequate condition and repair in all material respects and sufficient for the current operation of the businesses of the Company and its Subsidiaries, subject to normal wear and tear, and (ii) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the Knowledge of Parent or the Parent SubsidiariesCompany, by there is no threatened, condemnation with respect any other party thereto. There are no parties physically occupying or using any portion of any of the Owned Real Property and Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesProperty.

Properties. (a) Except as set forth on Section 5.16(a) 3.10 of the Parent Company Disclosure LetterSchedule contains a true, neither Parent nor correct and complete list of (i) all Leased Real Property designating the Parent Subsidiaries own relevant lessors and lessees and, in the case of Leased Real Property, the material terms of such Lease, including the annual rental payment and expiration date and (ii) all equipment, fixtures and other personal property owned, leased, subleased or has any options to purchase any real property. Parent has provided managed by the Company trueor any Subsidiary which, in the case of clause (ii) only, had an original cost or commitment in excess of $50,000. True, correct and complete copies of all Real Property LeasesLeases and all material personal property leases and deeds of the Company and each Subsidiary have been delivered or made available to Inveresk by the Company. No Person Neither the Company nor any of its Subsidiaries owns any real property or any other than Parent interest in real property. (b) Each Lease is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and the application of any bankruptcy or other creditor's rights laws. The Company or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are applicable Subsidiary is in compliance in all material respects with all terms of each such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, orand, to the Knowledge Company's knowledge, the other party or parties thereto are not in default of Parent its or their obligations thereunder. (c) Neither the Parent Subsidiaries, whole nor any part of any Leased Real Property used or occupied by the Company or any Subsidiary is subject to any pending suit for condemnation or other taking by any public authority, and, to the knowledge of the Company, no such condemnation or other party theretotaking is currently threatened or contemplated. The Leased Real Property is sufficient real property to conduct the operations of the Company and its Subsidiaries as currently conducted, and the personal property set forth on Section 3.10 of the Company Disclosure Schedule is in sound operating condition and repair, normal wear and tear excepted. There are no parties physically occupying has not been any interruption of the operations of the Company or using any portion its Subsidiaries since December 31, 2002 due to inadequate maintenance of any such properties. (d) Except as disclosed in the 2002 Audited Financial Statements, the Company or a Subsidiary owns outright and has good and marketable fee or leasehold title to all of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Propertiesits respective assets and properties, in each casecase free and clear of any Lien. The Company, other than Parent or together with its Subsidiaries, has all necessary assets, equipment, contractual rights and properties to engage in the Parent business currently conducted by the Company and its Subsidiaries.

Properties. (a) Except as set forth on The Company and its Subsidiaries do not own any real property. (b) Section 5.16(a4.13(b) of the Parent Company Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Letter contains a true, correct and complete copies description of all leases, licenses, permits, subleases, and occupancy agreements, together with any amendments, modifications and documentation evidencing exercise of any options or extensions thereto (the “Property Leases”), with respect to all real property leased by the Company or any of its Subsidiaries as of the date hereof (the “Leased Property”). (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and each of its Subsidiaries has valid leasehold or sublease interests or other comparable Contract rights in or relating to the Leased Property free and clear of all Liens, except for Permitted Liens, (ii) the Company and each of its Subsidiaries has complied with the terms of all of the Real Property Leases. No Person other than Parent Leases and all of the Real Property Leases are in full force and effect, enforceable in accordance with their terms against the Company or any Subsidiary party thereto and, to the Parent Knowledge of the Company, the counterparties thereto, (iii) neither the Company nor any of its Subsidiaries has received or provided any option written notice of any event or right occurrence that has resulted or would reasonably be expected to terminate result (with or without the giving of notice, the lapse of time or both) in a default with respect to any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leasesiv) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any none of the Leased Real Properties nor do Property is subject to any options, rights of first offer, rights of first refusal or other parties have rights of any Person to lease, use or occupy any Leased Property or any portion thereof, and no Person other than the Company and its Subsidiaries has any right to physically use, occupy or use lease all or any portion of the Leased Real PropertiesProperty, and (v) the Leased Property constitutes all real property currently leased, used, occupied or held for use in each case, other than Parent or connection with the Parent business of the Company and its Subsidiaries.

Properties. (a) Except as set forth on The Company does not own any real estate or have the option to acquire any real estate. The Company does not lease any real estate other than the premises identified in Section 5.16(a3.14(a) of the Parent Company Disclosure LetterSchedule as being so leased (the “Leased Premises”). The Company enjoys peaceful and undisturbed possession of each of the Leased Premises. None of the improvements comprising the Leased Premises, neither Parent nor or the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided businesses conducted by the Company truethereon, correct and complete copies are, to the Knowledge of all Real Property Leasesthe Company, in material violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building Legal Requirement, public utility or other easements or other applicable Legal Requirement. No Person As of the date hereof, no material expenditures are required to be made by the Company for the repair or maintenance of any improvements on the Leased Premises other than Parent or routine repairs and maintenance in the Parent Subsidiaries Ordinary Course of Business. The Company has any option or right to terminate any of valid leasehold interests in the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodLeased Premises, valid and marketable title, which leasehold interests are free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force Liens for Taxes, assessments and effect other governmental charges that are not yet due and payable and Liens which do not interfere with the Company’s ability to operate its business as currently conducted. (b) As of the date hereof, there is are no violationcondemnation, breach, default, eminent domain or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, similar proceedings pending against the Company or, to the Knowledge of Parent or the Parent SubsidiariesCompany, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do any other parties have the right threatened with respect to physically occupy or use any portion of the Leased Real PropertiesPremises. (c) As of the date hereof, to the Knowledge of the Company, the buildings and other facilities located on the Leased Premises appear to be in reasonable condition and are suitable to the Company’s uses thereof. (d) The Company has marketable and legal title to all properties it purports to own, and has valid leasehold interests in all properties it purports to lease, in each casecase except for defects in title, other than Parent or easements, restrictive covenants and similar Liens and encumbrances that do not interfere with the Parent SubsidiariesCompany’s ability to operate its business as currently conducted.

Properties. (a) Except as set forth on Section 5.16(a) Seller and each Acquired Subsidiary has good and marketable title to, or valid leasehold interest in, all of the Parent Disclosure Lettertangible properties and assets, neither Parent nor the Parent Subsidiaries real and personal, that Seller or such Acquired Subsidiary owns or leases or purports to own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titlelease, free and clear of all Liens (other than Liens, except for Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, All equipment and other material tangible Assets personal property used, owned or leased by Seller or any of its Subsidiaries are (i) in good operating condition, reasonable wear and tear excepted, and (ii) not in need of renewal or replacement, except in the ordinary course of business. Seller and each Acquired Subsidiary owns, or has a valid leasehold interest in, all tangible properties and assets necessary for the conduct of their respective its business as presently and as proposed to be conducted. (b) Neither Seller nor any Acquired Subsidiary has owned (currently or at any time during the past two years) any real property. With Schedule 3.16(b) of the Seller Disclosure Schedule identifies each parcel of real property leased, subleased, used or occupied by Seller or any Acquired Subsidiary in the ownership or operation of the Business (the “Leased Real Property”) and sets forth a true, correct and complete list of all Contracts under which Seller or any Acquired Subsidiary uses or occupies or has the right to use or occupy any Leased Real Property (the “Leases”) and any security deposits and other amounts or instruments deposited by or on behalf of Seller thereunder. Correct and complete copies of each Lease have been made available to Buyer. Except as set forth in Schedule 3.16(b) of the Seller Disclosure Schedule, with respect to the material property and Assets they lease each Lease that is an Acquired Asset, if any: (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with i) such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is legal, valid, binding, enforceable and in full force and effect effect, against the applicable Seller or Affiliate of Seller, and to Seller’s Knowledge, each other party thereto, except as enforcement thereof may be limited by the Enforceability Exceptions; (ii) there are no material disputes with respect to such Lease; (iii) Neither Seller nor any Acquired Subsidiary or, to Seller’s Knowledge, any other party to the Lease is in breach of or default under such Lease in any material respect; (iv) to Seller’s Knowledge, no violation, breach, default, Event has occurred or any event or condition exists which, after notice or with notice, lapse of time or both, will would constitute such a violation, breach of or default by Parent under, permit the termination or a Parent modification of, accelerate any rent or trigger any payment, penalty or fine under, such Lease; (v) Neither Seller nor any Acquired Subsidiary under has subleased or otherwise granted any Real Property Lease, or, Person the right to the Knowledge of Parent use or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of occupy the Leased Real Properties nor do any other parties have the right Property that is subject to physically occupy such Lease or use any portion of the Leased Real Properties, thereof; and (vi) Neither Seller nor any Acquired Subsidiary has collaterally assigned or granted any Lien in each casesuch Lease, other than Parent Permitted Liens, or the Parent Subsidiariesany interest therein.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure LetterBorrower and its Subsidiaries has good, neither Parent nor marketable fee title to, or valid leasehold interests in, all its real and personal property material to its business, except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. (b) With respect to substantially all of the Parent operating leases for Real Property Assets (each a "Real Property Lease") pursuant to which the Borrower or one of its Subsidiaries own or has any options a leasehold interest, each of the following is true except to purchase any real property. Parent has provided the Company extent that, if not true, correct and complete copies the consequences of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right same would not reasonably be expected to terminate any of the result in a Material Adverse Effect: (i) such Real Property Leases other than as expressly set forth are in such Real Property Leases. Parent full force and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens effect; (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect ii) to the material property and Assets they lease (includingbest knowledge of Borrower, without limitationall rent, the Leased Real Properties)additional rent and/or other charges reserved in or payable by Borrower or its applicable Subsidiary, Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (includingas tenant, without limitation, 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 paid or rescinded for by Borrower or its applicable Subsidiary, and no such contest may reasonably be expected to result in the exercise by the applicable landlord of a remedy of termination of such Real Property Lease; (iii) to the actual knowledge of Borrower, no Person has questioned Borrower's or its applicable Subsidiary's quiet and hold a valid and enforceable leasehold interest thereinpeaceful possession of the premises which are the subject of such Real Property Lease; (iv) no default by Borrower or its applicable Subsidiary, free as tenant, under any of the material terms of any LiensReal Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with 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 Permitted Liens. Each 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 Property Lease is in full force on its part to be observed, performed and effect and complied with, within the applicable grace periods, if any; (B) refrain from doing anything, as a result of which, there is no violationcould be a material default under or a breach of any of the terms of any Real Property Lease; (C) not do, breach, default, permit or suffer any event or condition which, after notice omission as a result of which there would occur a default or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property LeaseLease after the passing of the applicable grace periods, orif any; (D) not cancel, to terminate, surrender, modify, amend or in any way alter or permit the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion alteration of any of the Leased provisions of any Real Properties nor do Property Lease or grant any other parties material consents or waivers thereunder; and not exercise any right it may have under any Real Property Lease to cancel or surrender the right to physically occupy or use any portion same without the prior written consent of the Leased Real PropertiesAdministrative Agent, in each casesuch consent not to be unreasonably withheld, other than Parent conditioned or delayed; and (E) give the Parent Subsidiaries.Administrative Agent any notice of any default under any "Material Real

Properties. (a) Except 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 set forth on Section 5.16(a) have been disposed of since the Balance Sheet Date in the ordinary course of business of the Parent Disclosure LetterCompany and its Subsidiaries in a manner consistent with past practice, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, each case free and clear of all Liens (other than Permitted Liens). (b) Neither the Company nor any of its Subsidiaries has owned or owns any real property. (c) Each lease, to all sublease or license (each, a “Lease”) under which the Company or any of their respective material tangible Assets. Parent and the Parent its Subsidiaries ownleases, lease under valid leases subleases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business licenses any real property (whether as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leaseslessor or lessee) and hold a is valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violationeffect. Neither the Company nor any of its Subsidiaries, breachnor to the Knowledge of the Company any other party to a Lease, defaulthas violated any provision of, or taken or failed to take any event or condition act which, after notice with or without notice, lapse of time or both, will would constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property the provisions of such Lease, orexcept 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 Knowledge Company nor any of Parent its Subsidiaries has received written notice that it, or the Parent Subsidiaries, by 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, Schedule 3.15(c) of the Disclosure Letter sets forth an accurate and complete list of all Leases to which the Company or any of its Subsidiaries is a party, in each case identifying the tenant or lessee and the landlord or lessor under each such Lease and the address of the real property associated with such Lease. (d) As used in this Agreement, “Leased Real Property” shall mean all real property leased by the Company or any of its Subsidiaries under any Lease, together with all rights, title and interest of the Company or any of its Subsidiaries in and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith. There 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 parties physically occupying or using any portion of Person is in possession of, any of the Leased Real Properties nor do Property other than the Company or any other parties have the right to physically occupy or use any portion Subsidiary of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesCompany.

Properties. Schedule 3.7 lists and describes briefly (ai) Except as set forth on Section 5.16(a) of all real property that the Parent Disclosure Letter, neither Parent nor Company and the Parent Company Subsidiaries own or has any options and (ii) all real property leased to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent Company Subsidiaries, the location, the rent and the Parent Subsidiaries own goodexpiration dates, valid if any, under such leases. The Company has good and marketable titletitle to, or a valid leasehold or license interest in, all tangible properties and assets (real, personal and mixed) reflected on the Company 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 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 than Permitted Liensgovernmental 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 a 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), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, such lease or, to the Company's Knowledge of Parent or the Parent Subsidiaries(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. There are no parties physically occupying The Company has heretofore delivered or using any portion agreed to make available to News Corp. copies of any all of the Leased Real Properties nor do any other parties have the right to physically occupy material written leases and licenses described on Schedule 3.7, together with all amendments thereto. Schedule 3.7 also sets forth those leases or use any portion licenses for which third-party consents as a result of the Leased Real Properties, in each case, other than Parent or the Parent SubsidiariesTransactions are required.

Properties. (a) Except as set forth on Section 5.16(a) Each of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or Loan Parties has any options to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid good and marketable titletitle to, or a valid leasehold interest in, all their material properties and assets, free and clear of all Liens (other than liens, except as disclosed in Schedule 7.18 and for Permitted Liens. (b) Schedule 7.18 sets forth a true and complete list, as of the date hereof, of each lease or sublease relating to real or personal property or interests in real or personal property leased by a Loan Party that involves annual rental payments by a Loan Party of $250,000 or more (collectively, the “Material Leases”). As of the date hereof, 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. As of any date after the date hereof that this representation is deemed to be 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) Each of the 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 their respective material tangible Assetsthe terms or conditions under such lease, except where the failure to perform or violation of the terms or conditions under such lease has not had, and is not likely, alone or in the aggregate, to have a Material Adverse Effect on the Loan Parties, taken as a whole, or the Borrower, ▇▇▇▇▇ or Exchange Sub, individually. Parent All buildings and all fixtures, equipment and other property and assets which are held under leases or subleases by the Parent Subsidiaries ownBorrower, lease ▇▇▇▇▇ or Exchange, are held under valid leases or has use of and/or valid access under valid agreements subleases, except where the failure to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with obtain such leases (includingor subleases has not had, without limitationand is not likely, alone or in the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary under any Real Property Lease, oraggregate, to have a Material Adverse Effect on the Knowledge of Parent Borrower, ▇▇▇▇▇ or the Parent SubsidiariesExchange Sub, by any other party thereto. There are no parties physically occupying taken as a whole or using any portion of any of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real Properties, in each case, other than Parent or the Parent Subsidiariesindividually.

Properties. (a) 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 on in Section 5.16(a4.16(a) of the Parent Company Disclosure Letter, neither Parent nor (i) to the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided knowledge of the Company, the legal descriptions of the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly Properties set forth in such Real Property Leases. Parent and the Parent Subsidiaries own goodCompany Title Insurance Policies describe, valid and marketable titlein all material respects, free and clear the legal descriptions of all Liens the Company Properties (other than Permitted Liensany 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 all of their respective material tangible Assets. Parent and the Parent Subsidiaries ownbuy, sell, lease under valid leases or has use of and/or valid access under valid agreements sublease (other than pursuant to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Company Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent at some future date. (b) The Company or a Parent Company Subsidiary under any Real Property Lease, or, owns good and valid fee simple title or leasehold title (as applicable) to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any each of the Leased Real Properties nor do any other parties have the right to physically occupy or use any portion of the Leased Real 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 has been previously delivered or made available to Parent. For the purposes of this Agreement, “Company Permitted Liens” shall mean any (i) Liens relating to any Indebtedness, (ii) Liens that result from any statutory or other than Parent Liens for Taxes or assessments that are not yet due and payable or the Parent Subsidiariesvalidity 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 4.16(b) of the Company Disclosure Letter, to the Company’s knowledge, (x) no title company that issued a Company Title Insurance Policy has disclaimed or challenged, in written notice to the Company or any Company Subsidiary, the validity or force and effect of any such Company Title Insurance Policy, and (y) no claim has been made by the Company or any Company Subsidiary against any such Company Title Insurance Policy.

Properties. (a) Except as set forth on Section 5.16(a2.13(a) of the Parent Disclosure Letter, neither Parent nor Schedule contains a true and correct list of each parcel of leased real property (the Parent Subsidiaries own or has any options to purchase any real property“Leased Real Property”) and a summary description of all plants and structures located on each parcel of Leased Real Property. Parent has provided the Company true, True and correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and Property (“Leases”) have been provided to Buyer. (b) Seller is the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, lessees under each of the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default existing Default by Parent or a Parent Subsidiary under any Real Property Lease, Seller or, to the Knowledge of Parent any Seller, any other party to such Leases. (c) Seller’s interest in the Leased Real Property is free and clear of any Liens, and is not subject to any deeds of trust, assignments, subleases, or rights of any third parties known to or created or permitted by any Seller other than the Parent Subsidiarieslessor thereof or any mortgagees of such lessors. (d) There is no Default by Seller nor, by to Seller’s Knowledge, any other party thereto. There are , under any Leases, and no parties physically occupying condition or using circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any portion of other party thereto, under any of such Leases. (e) All improvements on the Leased Real Properties nor do any other parties have the right Property conform to physically occupy 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 Properties, 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 each casefull 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 Improvements on the Leased Real Property. (j) No Person, other than Parent Buyer, has any right, option, right of first refusal or any other contract, whether oral or written, with respect to the Parent Subsidiariespurchase, assignment or transfer of all or any portion of the Leased Real Property.

Properties. (a) Except as set forth on Section 5.16(a) The Company and its Subsidiaries have marketable title to all of the Parent Disclosure Letter, neither Parent nor land owned by and related to the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided business of the Company trueand its Subsidiaries, correct together with all buildings, facilities, fixtures and complete copies of all Real Property Leases. No Person other than Parent or improvements thereon, including the Parent Subsidiaries has Facilities (but excluding any option or right to terminate any personal property of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent Company or its Subsidiaries) and all of the Company’s and its Subsidiaries’ rights arising out of the ownership thereof or appurtenances thereto, including all related easements and rights of ingress and egress and the Parent Subsidiaries own goodwater intake and discharge structures to the extent such structures may be deemed real property (collectively, valid and marketable title, the “Real Property”) free and clear of all Liens Encumbrances, except Permitted Encumbrances. (other than Permitted Liensb) Section 4.18(b) of the Seller Disclosure Schedule sets forth a list of all Real Property leased to the Company or any of its Subsidiaries by a third party pursuant to a lease, sublease or similar Contract under which the Company or one of its Subsidiaries is the lessee or sublessee (collectively, the “Company Leases”). (c) Copies of all Company Leases set forth on Section 4.18(b) of the Seller Disclosure Schedule have heretofore been furnished or made available to Purchaser, to which are all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Company Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property such Company Lease is in full force and effect effect, without modification or amendments from the form furnished to Purchaser and there is no violationvalid, breachbinding and enforceable in accordance with its respective terms, defaultsubject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and general principles of equity. Neither the Company nor any event or condition which, after notice or lapse of time or both, will constitute a violation, breach or default by Parent or a Parent Subsidiary its Subsidiaries has assigned its interest under any Real Property Lease, or, to the Knowledge of Parent or the Parent Subsidiaries, by any other party thereto. There are no parties physically occupying or using any portion of any of the Leased Real Properties nor do Company Leases, or subleased all or any other parties have the right to physically occupy or use any portion part of the Leased Real Propertiesspace demised thereby, to any third party. Neither the Company nor any of its Subsidiaries is in each case, other than Parent or default under any material provision of the Parent SubsidiariesCompany Leases.

Properties. (a) Except as set Schedule 4.6 sets forth on Section 5.16(a) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company true, correct and complete copies a list of all Real Property Leasesreal property leased by Target (the "Properties". No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear Copies of all Liens (other than Permitted Liens), lease agreements have been delivered by Target to all of their respective material tangible AssetsCrimson. Parent and the Parent Subsidiaries own, lease under valid All leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conducted. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the Real Property Leases) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there constitute valid and binding agreements of Target and, to our knowledge, the other parties thereto. Target is not in default under the leases and no violation, breach, default, or any event or condition has occurred which, after notice or lapse through the passage of time or boththe giving of notice, will would constitute a violation, breach or default by Parent or a Parent Subsidiary Target under any Real Property Leasethe leases. To our knowledge, or, no other party to the Knowledge leases is in default under the leases. At the time of Parent the 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 Parent Subsidiariessale thereof that do not, and will not, reduce the relevant net revenue interest of Crimson Sub provided pursuant to this Agreement, as the successor in title to Target, below the relevant net revenue interest or increase the relevant working interest, as Target's successor in 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 respect to which, prior to closing, (i) waivers or consents are obtained from the appropriate persons or entities or (ii) the time for asserting such rights has expired without exercise; mechanics', materialmen's, operator's and non-operators', tax and similar liens or charges arising in the ordinary course of business related to the Properties, if such liens or charges secure payments not yet due; all consents from, notices to, approvals by or other actions by any other party thereto. There are no parties physically occupying governmental authority in connection with the sale or using any portion of any transfer of the Leased Real Properties nor do any by Target to Crimson Sub pursuant to this agreement if such matters are customarily and appropriately obtained after the sale or transfer; liens, security interests or other parties have encumbrances that are released at or prior to closing pursuant to the right terms of releases and other instruments in form and substance reasonably satisfactory to physically occupy 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 any portion restrictions if such restrictions will not materially adversely affect the use, value or operation of the Leased Real Properties, ; and title matters waived in each case, other than Parent writing by Crimson or the Parent SubsidiariesCrimson Sub.

Properties. (a) Except as set forth on Section 5.16(a) Seller or one or more of the Parent Disclosure LetterOther Sellers has, neither Parent nor or at the Parent Subsidiaries own or has any options Closing will have, and Purchaser will at the Closing acquire, good and valid title to purchase any real property. Parent has provided the Company true, correct and complete copies of all Real Property Leases. No Person other than Parent or the Parent Subsidiaries has any option or right to terminate any of the Real Property Leases other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable titlePurchased Assets, free and clear of all Liens, except Permitted Liens and Liens arising out of any actions of Purchaser and its Subsidiaries. (other than Permitted Liens)b) Section 4.4(b) of the Disclosure Letter contains a list of the Real Property. The Real Property is the only real property owned, to all of their respective material tangible Assets. Parent leased, subleased or licensed by Seller or the Other Sellers and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct operation of their respective business as presently conducted. With respect the Business. (c) Section 4.4(c) of the Disclosure Letter contains a list of all Owned Real Property to be transferred to Purchaser pursuant to the material property and Assets they lease Deeds (including, without limitation, “Transferred Real Property”). (d) Section 4.4(d) of the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in Disclosure Letter contains a list of all material respects with such leases (including, without limitation, the Real Property Leases) to be assigned to Purchaser in accordance with Article II (“Assigned Real Property”). True and hold complete copies of each Lease relating to each Assigned Real Property have been delivered, or made available, to Purchaser or its counsel. None of Seller or the Other Sellers has received a valid and enforceable leasehold interest therein, free written notice from any Landlord of any Liens, other than Permitted Liens. Each Real Property Lease is in full force and effect and there is no violation, breach, default, or any event default (or condition or event which, after notice or lapse of time or both, will would constitute a violationdefault) under any such Lease relating to or otherwise affecting the Assigned Real Property. (e) Section 4.4(e) of the Disclosure Letter contains a list of all Real Property to be subleased to Purchaser in accordance with Article II (“Subleased Real Property”) and a description of the portion thereof to be subleased to Purchaser and the nature of such sublease. True and complete copies of each Lease relating to each Subleased Real Property have been delivered, or made available, to Purchaser or its counsel. None of Seller or the Other Sellers has received a written notice from any Landlord of any default (or condition or event which, after notice or lapse of time or both, would constitute a default) under any such Lease relating to the Subleased Real Property. With respect to the Subleased Real Property at Bayan Leaps Free Industrial ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the “Penang Property”), there is no term or condition set forth in the leases and/or other instruments and agreements pursuant to which Seller occupies and has the right to utilize the Penang Property that, following the consummation of the transactions contemplated by this Agreement (including the sublease or subleases by Seller to Purchaser of the Penang Property in accordance with the terms set forth on Exhibit H-3) that would prevent or hinder Purchaser’s occupancy or utilization of the Penang Property immediately following the Closing in substantially the same manner as the Penang Property is currently occupied and utilized by Seller and the Other Sellers immediately prior to the Closing. (f) Section 4.4(f) of the Disclosure Letter contains a list of all Real Property a portion of which will be leased to Purchaser on the Closing Date in accordance with Section 6.8(b) (the “Leased Real Property”) and a description of the portion thereof to be leased to Purchaser and the nature of such Lease. (g) Section 4.4(g) of the Disclosure Letter contains a list of all Real Property a portion of which will be licensed to Purchaser on the Closing Date in accordance with Section 6.8(b) (the “Licensed Real Property”) and a description of the portion thereof to be licensed to Purchaser (the Transferred Real Property, the Assigned Real Property, the Subleased Real Property, the Leased Real Property and the Licensed Real Property, collectively, the “Real Property”). True and complete copies of each Lease relating to each Licensed Real Property, where applicable, have been delivered, or made available, to Purchaser or its counsel. None of Seller or the Other Sellers has received a written notice from any Landlord of any default (or condition or event which, after notice or lapse of time or both, would constitute a default) under any such Lease relating to the Licensed Real Property. (h) Each of the Leases with respect to the Assigned Real Property, the Subleased Real Property and the Licensed Real Property is in full force and effect without modification or amendment from the form delivered, or made available, to Purchaser or its counsel and are valid, binding and enforceable in accordance with their respective terms except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). Seller and its Subsidiaries party to the Leases have performed all material obligations required to be performed by them to date under such Leases, and are not (with or without the lapse of time or the giving of notice, or both) in material breach or material default by Parent or a Parent Subsidiary under any Real Property Lease, orthereunder and, to the Knowledge knowledge of Parent Seller, no other party to such Leases is (with or without the lapse of time or the Parent Subsidiariesgiving of notice, or both) in material breach or material default thereunder. Except pursuant to documentation delivered, or made available, to Purchaser or its counsel, Seller and the Other Sellers have not assigned their interest under such Leases, or entered into any subleases for all or a part of the space demised thereby, to any third party. All material construction work and alterations required to be performed by any the Tenant under such Leases has been completed. (i) The plants, buildings and other party thereto. There structures included in the Purchased Assets (i) have no material defects, (ii) are no parties physically occupying or using any portion in good operating condition and repair (giving due account to the age and length of use of same), ordinary wear and tear excepted, (iii) are suitable for use in connection with the Business, and (iv) are structurally sound, except where failure of any of the Leased Real Properties nor do any other parties have representations in clauses (i) – (iv) hereof could not be reasonably expected to materially adversely affect the right to physically occupy or use any portion conduct of the Leased Business at the applicable Real PropertiesProperty. (j) The plants, buildings and structures included in the Purchased Assets have access to (i) public roads or valid easements over private streets or private property for such ingress to and egress from all such plants, buildings and structures and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each casecase as is necessary for the conduct of the Business, except where failure of any of the representations in clauses (i) and (ii) hereof could not be reasonably expected to materially adversely affect the conduct of the Business at the applicable Real Property. None of the structures on the Real Property substantially encroaches upon real property of another Person, and no structure of any other than Parent or the Parent SubsidiariesPerson substantially encroaches upon any Real Property, except where any such encroachment could not reasonably be expected to have a Seller Material Adverse Effect.

Properties. (a) Except as set forth on Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 5.16(a3.11(b) of the Parent Disclosure Letter, neither Parent nor the Parent Subsidiaries own or has any options to purchase any real property. Parent has provided the Company Letter sets forth a true, correct and complete copies list of all real property leases, subleases and other occupancy arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). No Person other than Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Company has made available to Parent or a true, correct and complete copy of each Real Property Lease. Neither the Parent Company nor any of its Subsidiaries has transferred, mortgaged or assigned any option interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or right to terminate otherwise granted rights of use or occupancy of any of the Real Property Leases premises described therein to any other than as expressly set forth in such Real Property Leases. Parent and the Parent Subsidiaries own good, valid and marketable title, free and clear of all Liens (other than Permitted Liens), to all of their respective material tangible Assets. Parent and the Parent Subsidiaries own, lease under valid leases or has use of and/or valid access under valid agreements to all material facilities, machinery, equipment and other material tangible Assets necessary for the conduct of their respective business as presently conductedPerson. With respect to the material property and Assets they lease (including, without limitation, the Leased Real Properties), Parent and the Parent Subsidiaries are in compliance in all material respects with such leases (including, without limitation, the each Real Property LeasesLease: (i) and hold a valid and enforceable leasehold interest therein, free of any Liens, other than Permitted Liens. Each such Real Property Lease is in full force and effect and there is no violationvalid and binding on the Company and its Subsidiaries, breachas applicable and, defaultto the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such Real Property Lease; (v) to the Knowledge of the Company, no event has occurred or condition circumstance exists which, after notice or lapse with the delivery of notice, the passage of time or both, will constitute would result in such a violation, material breach or default by Parent violation of, or a Parent Subsidiary under any material default under, such Real Property Lease, oror permit the termination, modification or acceleration of rent under such Real Property Lease and (vi) to the Knowledge of Parent the Company, there is no pending or threatened condemnation or similar proceeding affecting any Leased Property. (c) Each of the Parent Company and its Subsidiaries, by any in all material respects, (i) has good and valid title to all of its properties, assets and other party thereto. There are no parties physically occupying 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 using any portion of any valid contractual rights to use, all of the Leased Real Properties nor do any assets, tangible and intangible (other parties have the right to physically occupy or use any portion than Intellectual Property), used by its business free and clear of the Leased Real Propertiesall Encumbrances, in each case, other than Parent or the Parent Subsidiariesexcept for Permitted Encumbrances.