Common use of Properties Clause in Contracts

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 The Properties are 12.1 Prior to Completion, but subject to clause 12.4, the only land, buildings and premises owned, controlled, used, leased or occupied by any of Seller shall procure that the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 granted a lease in respect of which it entered into a covenant with each Real Property (or part of it, as the landlord to observe and perform case may be) used by the tenant’s covenants under that lease or has been or is a guarantor Sky News Business as at the date of a tenant under a lease without receiving a full indemnity in respect of its liability under that leasethis agreement. 9.6 In relation 12.2 Each lease granted pursuant to each of clause 12.1 shall be in a form approved by the Leasehold PropertiesPurchaser, acting reasonably, but shall: (ia) no Group Company has received written notice that any covenantsbe for a term of not less than 15 years from Completion, conditions or agreements contained in the relevant leases on the part with a contractual right to renew for a further 5 years from expiry of the landlord or the tenant have not been complied with that remains outstanding or unresolvedinitial term; (iib) no Group Company has terminated or been notified of the termination of any of its leases be on an arm’s length basis, on reasonable commercial terms and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal a form appropriate 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 Real Property is locatedsituated; (c) enable the Company to continue to use the relevant Real Property in the same manner as it is used by Sky News as at the date of this agreement; and (d) not impose any additional costs on the Company in respect of the relevant Real Property compared with the costs incurred by Sky News in relation to that Real Property in the period of 12 months immediately before Completion. 12.3 If any lease granted to the Company pursuant to clause 12.1 (or any right to occupy granted to the Company pursuant to clause 12.4(b)) relates to a 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 pending legal proceedings 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 regards 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 connection with a superior lease or other contract relating to the Properties where a Group relevant Real Property in effect as at the date of this agreement or the Company is not in exclusive possession of the relevant Real Property or it would be otherwise impractical to grant a partylease 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 occupy that Real Property (or the relevant part of it) on terms approved by the Purchaser, acting reasonably, and otherwise consistent with clauses 12.2(a) to 12.2(d).

Properties. 9.1 The Properties (i) 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 in Section 3.2(p)(i) of the 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, (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 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 only landordinary 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, buildings and premises ownedor would not reasonably be expected to have, controlledindividually or in the aggregate, useda Realty Income Material Adverse Effect, leased or occupied by none of Realty Income, nor any Subsidiary of Realty Income has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of Realty Income, threatened, with respect to any material portion of any of the Group Companies. 9.2 A Group Company is Realty Income Properties. Except for the sole legal and beneficial owner in possession owners of the whole properties in which Realty Income or any Subsidiary of each Realty Income has a leasehold interest and except for any Realty Income Property that is held by a joint venture or fund, no Person other than Realty Income or a Subsidiary of Realty Income has any ownership interest in any of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances Realty Income Properties (other than immaterial easements, licenses or similar rights). (iii) Except as would not have, or would not reasonably be expected to have, individually or in the Permitted Encumbrances) exist over any aggregate, a Realty Income Material Adverse Effect, policies of the Properties title insurance or any relevant deeds updates or documents relating thereto and no further Encumbrances endorsements have been consented to. 9.5 No Group Company has assigned any leasehold property issued, insuring Realty Income’s or the applicable Subsidiary of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenantRealty Income’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation fee simple title to each of the Leasehold Properties: (i) no Group Company has received written notice 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 any covenants, conditions or agreements contained in owned such Realty Income Properties at the relevant leases on the part time of the landlord or the tenant have issuance of each such policy, and no material claim has been made against any such policy that has not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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;resolved. (iv) no rent 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 or should be currently under review; andnot 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 current notices given by written agreements which restrict Realty Income or any Subsidiary of Realty Income from transferring any of the landlord 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 tenant financing or proceedings pursuant release of financing thereon, except, in each case, as would not have, or would not reasonably be expected to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (have, individually or equivalent legislation in the jurisdiction aggregate, a Realty Income Material Adverse Effect. (vi) Realty Income and the Subsidiaries of Realty Income have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in which their books and records as being owned by them or reflected on the relevant Property is locatedmost 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 any other pending legal proceedings used by them in the ordinary course of business, free and clear of all Liens, and except as regards would not have, or would not reasonably be expected to have, individually or in connection with the Properties where aggregate, a Group Company is a partyRealty Income Material Adverse Effect.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any Section 3.14(a) of the Group Companies. 9.2 A Group Company Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or 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 sole legal subject of any Real Property Lease (the “Leased Real Property” and beneficial owner together with the Owned Real Property, the “Real Property”). The Company has previously made available to Parent correct and complete copies of each Real Property Lease. Except as, individually or in possession of the whole of aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company and each of the Freehold Properties. 9.3 A Group Company Subsidiaries has in its possession or held to its order the documents of good, valid and marketable title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties Owned Real Property and a valid leasehold 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained sublease interest in the relevant leases on the part Leased Real Property, in each case, free and clear of the landlord or the tenant have not been complied with that remains outstanding or unresolved; all Liens except for Permitted Liens, (ii) no Group each Real Property Lease is valid, in full force and effect and enforceable against the Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; Company Subsidiary that is party thereto, (iii) the Company and the Company Subsidiaries are not in default (and there has been is no written complaint event or condition that after notice or lapse of time or both would constitute a default by the landlord received by Company or any Company Subsidiary) under any Real Property Lease and, to the tenant alleging any breaches nor any refusal to accept rent and Knowledge of the Company, there are is no arrears regarding the rent and ancillary costs to be paid default (or event or condition that after notice or lapse of time or both would constitute a default) by any of the Group Companies as tenant; other party thereto under any Real Property Lease, (iv) no rent is Person leases, subleases, licenses or should be currently under review; and otherwise has a right to use or occupy any of the Real Property other than the Company or any Company Subsidiary and (v) there all improvements located on the Real Property are no current notices given in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the business 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. No other real property, other than the Real Property, is material to the operation of the business by the landlord or Company as conducted as of 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partydate hereof.

Properties. 9.1 The Properties are (a) Section 3.15 of the only land, buildings and premises owned, controlled, used, Disclosure Schedule correctly lists each parcel of real property leased or occupied subleased (including the real property to be subleased under the Master Sublease) by the Company or any Subsidiary (the "Real Property"). The Company and its Subsidiaries do not own any Real Property in fee simple. (b) Section 3.15 of the Disclosure Schedule contains (1) as of the date hereof, a complete and accurate list of every lease of Real Property, together with all amendments and modifications thereto and each agreement (written or oral) that affects the rights of any party to such leases (each, a "Lease"), and (2) as of the date hereof, a complete and accurate list of each Lease which by its terms expires on or before January 31, 2002 (the "Renewal Leases"). Each Lease is in full force and effect and, as of the date hereof, has not been modified by any agreement (written or oral); has not been assigned, transferred or hypothecated by the tenant thereunder; all material amounts due and payable as rent or additional rent (including any percentage rents) due under each such Lease have been paid in full (except that routine reconciliations of typical lease charges such as taxes, common area maintenance payments, insurance and the like may still be owed for prior years if such amounts have not been billed by landlords or are in the routine process of payment on the date hereof); in each case the lessee has been in peaceable possession since the commencement of the original term of such Lease and no material waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; and there exists no default or event, occurrence, condition or act which, with the giving of notice or the lapse of time or both, would become a default under such Lease which would give the lessor the right to terminate the Lease, charge any increased rent or require any penalty or similar payment, subject to all rights to cure under such Lease. Neither the Company, any Subsidiary nor any party leasing Real Property for the benefit of the Company or any Subsidiary has violated any of the Group Companies. 9.2 A Group Company is terms or conditions under any such Lease in any material respect, and, to the sole legal Knowledge of The Limited and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to Seller, all of the Freehold Properties. 9.4 No Encumbrances (covenants to be performed by any other than the Permitted Encumbrances) exist over party under any such Lease have been fully performed. The Company and its Subsidiaries have adequate rights of ingress and egress and adequate electric, light, telephone and water utilities with respect to all Real Property for operation of the Properties business of the Company and its Subsidiaries in the ordinary course and consistent in all material respects with past practice and with the business plans of the Company and its Subsidiaries as in effect on the date hereof. No condemnation proceeding or other litigation is pending or, to the Knowledge of The Limited and Seller, threatened which would preclude or impair the use of any relevant deeds or documents relating thereto such Real Property by the Company and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of its Subsidiaries for the purposes for which it was the original tenant is currently used or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs proposed to be paid by any used. To the Knowledge of The Limited and Seller, 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 buildings and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction structures in which the premises leased pursuant to a Lease are situated are structurally sound with no known material defects that are not being addressed in the ordinary course by the Company or its Subsidiaries (either directly or through The Limited and its Affiliates or the relevant Property is locatedlandlord) and are in good operating condition and repair (except for repairs being undertaken in the ordinary course by the Company or its Subsidiaries (either directly or through The Limited and its Affiliates) or any other pending legal proceedings as regards the relevant landlord) in each case to the extent necessary for the continued operation of the business of the Company and its Subsidiaries, in all material respects consistent with past practice. The Company and its Subsidiaries (directly or in connection through The Limited and its Affiliates) maintain store maintenance programs that are consistent with the Properties where a Group Company is a partysound business practices.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Each of the Group Companies. 9.2 A Group Company is the sole legal Borrower and beneficial owner in possession its Subsidiaries has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all of the whole its Properties material to its business. All machinery and equipment of each of the Freehold PropertiesBorrower and its Subsidiaries is in good operating condition and repair, and all necessary replacements of and repairs thereto have be made so as to preserve and maintain the value and operating efficiency of such machinery and equipment. 9.3 A Group Company has in (b) Set forth on SCHEDULE 5.5 hereto is a complete list of all Patents, Trademarks and Copyrights. The Borrower and its possession Subsidiaries own, or held are licensed to its order use, all Patents, Trademarks and Copyrights and other intellectual property material to their business (collectively, the documents of title "PROPRIETARY RIGHTS"), and to all the knowledge of the Freehold PropertiesBorrower and its Subsidiaries, the use thereof by the Borrower or any of its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 9.4 No Encumbrances (other than c) SCHEDULE 5.5 clearly identifies all Patents, Trademarks and Copyrights that have been duly registered in, filed in or issued by the Permitted EncumbrancesPTO or the United States Register of Copyrights (collectively, 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 Borrower and its Subsidiaries have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of all Proprietary Rights that are not generally in the public domain. (d) exist over any As of the Properties or any relevant deeds or documents relating thereto Closing Date, SCHEDULE 5.5 annexed hereto contains a true, accurate and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property complete list of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that all Real Property Assets, whether owned or leased, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any covenantsthereof) affecting each Leasehold Property, conditions regardless of whether the Borrower or agreements contained in the relevant leases on the part any of its Subsidiaries is the landlord or the tenant have not been complied with that remains outstanding (whether directly or unresolved; 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) no Group Company has terminated or been notified of the termination of immediately preceding sentence is in full force and effect and neither the Borrower nor any of its leases Subsidiaries has any knowledge of any default that has occurred and no is continuing thereunder, and each such termination has been threatened by agreement constitutes the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent legal, valid and there are no arrears regarding the rent and ancillary costs to be paid by any binding obligation of the Group Companies Borrower and each of its Subsidiaries, as tenant; (iv) no rent is applicable, enforceable against the Borrower and each of its Subsidiaries, as applicable, in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or should be currently under review; and (v) there are no current notices given similar laws relating to or limiting creditors' rights generally or 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyequitable principles.

Properties. 9.1 The Properties are Except as would not reasonably be expected, either individually or in the only landaggregate, buildings to have a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (a) has good and premises ownedmarketable title to all the real property owned by the Company or one of its Subsidiaries (the “Company Owned Properties”), controlledfree and clear of all Liens of any nature whatsoever, usedexcept for Permitted Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of Permitted Encumbrances), and (b) is the lessee or sublessee of all leasehold estates leased or occupied subleased by the Company or one of its Subsidiaries (the “Company Leased Properties” and, collectively with the Company Owned Properties, the “Company Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances (read without giving effect to any qualification as to materiality set forth in the definition of the Group Companies. 9.2 A Group Company Permitted Encumbrances), and is the sole legal and beneficial owner in possession of the whole of properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or sublessee or, to the Knowledge of the Freehold Properties. 9.3 A Group Company has Company, the lessor. Except as would not reasonably be expected, either individually or in its possession or held the aggregate, to its order have a Material Adverse Effect on the documents of title to all Company, none of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties Company 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases Subsidiaries owns, and no such termination has been threatened entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the respective landlord process of acquiring title to, except pursuant to foreclosures which are pending in writing; (iiithe ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part. Section 3.21(a) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 Company Disclosure Schedule contains a complete and correct list as tenant; 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 (iveach, a “Lease”) and the name of the lessor or sublessor. There is 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 pending or, to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in Knowledge of the jurisdiction in which Company, threatened condemnation proceedings against the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyReal Property.

Properties. 9.1 The Properties are (a) Section 5.18(a) of the only land, buildings and premises Spirit Disclosure Letter sets forth a list of the address of each real property owned, controlledleased (as lessee or sublessee), usedincluding ground leased, by Spirit or any Spirit 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 “Spirit Property” and collectively referred to herein as the “Spirit Properties”). Section 5.18(a) of the Spirit Disclosure Letter identifies all real property which, as of the date of this Agreement, is under contract by Spirit or a Spirit Subsidiary for purchase or which is required under a binding contract to be leased or occupied subleased (as lessee or sublessee) by any Spirit or a Spirit Subsidiary after the date of the Group Companiesthis Agreement. 9.2 A Group Company is the sole legal (b) Spirit or a Spirit Subsidiary owns good and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession valid fee simple title or held to its order the documents of leasehold title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesas applicable) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of Spirit Properties, in each case, free and clear of Liens, except for Spirit Permitted Liens. For the Leasehold Properties: purposes of this Agreement, “Spirit Permitted Liens” shall mean any (i) no Group Company has received written notice that Liens securing any covenants, conditions or agreements contained Indebtedness incurred in the relevant leases on the part ordinary course of the landlord or the tenant have not been complied business consistent with that remains outstanding or unresolved; past practice, (ii) no Group Company has terminated Liens that result from any statutory or been notified other Liens for Taxes or assessments that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the termination financial statements of any of its leases and no Spirit (if such termination has been threatened by the respective landlord in writing; reserves are required pursuant to GAAP), (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any 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 Group Companies as tenant; Spirit Disclosure Letter, or Spirit Leases or ground leases or air rights affecting any Spirit Property, (iv) no rent is Liens imposed or should be currently under review; and 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 no current notices given by adequate reserves on the landlord 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 tenant or proceedings pursuant to continued use and operation of the Landlord applicable Spirit Property as currently used and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyoperated.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied (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 CompaniesCompanies and is adequate to conduct such business as currently conducted. 9.2 A (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 Schedule ‎3.9(c), with respect to each Owned Real Property: (i) the applicable Group Company has good and valid indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens and (ii) the Group Companies are in compliance in all material respects with any zoning, use, occupancy or similar requirements applicable to such Owned Real Property. (d) The applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Propertiesa party to any agreement or option to purchase any real property or interest therein. 9.3 A (e) Other than in connection with takings for road widening and redirection that would not have an adverse impact on the conduct of business at such Owned Real Property, no Group Company has Knowledge that the Owned Real Property or portion thereof is subject to any pending suit for condemnation or expropriation or other taking by any Governmental Entity or that any such condemnation or other taking is threatened or contemplated. (f) The Group Companies do not lease, sublease, license or otherwise occupy any real property as tenant, subtenant, or licensee. (g) The components of all buildings, structures, equipment and other improvements located on the Owned Real Property are in its possession 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 held any Company Subsidiary, or which they otherwise have the right to its order the documents of title to use, constitute all of the Freehold Propertiesproperty and assets used or held for use in connection with the businesses of the Company or any Company Subsidiary and are adequate to conduct such businesses as currently conducted. Except as set forth on Schedule 3.9(g), no material repairs, replacements or regularly scheduled maintenance relating to any Owned Real Property that have not been completed are currently being delayed or deferred. 9.4 No Encumbrances (other than the Permitted Encumbrancesh) 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 The applicable Group Company has assigned any leasehold property access to and the rights of which it was the original tenant ingress and egress over, to and from public roads or in respect through easements or other rights of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseway bounding each Owned Real Property. 9.6 In relation to each of the Leasehold Properties: (i) no Group To the Knowledge of the Company, any off-site storage facility set forth on Schedule 3.9(i) used by the Company or any Company Subsidiary, and operated by a third-party service provider, to house archive material, specimens, paper data, electronic data, back-up material and study-related or support records used in the operation of the business of the Company and the Company has received written notice that any covenants, conditions or agreements contained been maintained consistent with standards generally followed in the relevant leases on industry (giving due account to the part age and length of use of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases same, ordinary wear and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partytear excepted).

Properties. 9.1 (a) The Properties are the only landCompany or one or more of its Subsidiaries has good, buildings valid and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of marketable fee simple title to all the Owned Real Property free and clear of the Freehold Properties. 9.4 No any Encumbrances (other than the Permitted Encumbrances, and no third party has an option to purchase the Owned Real Property. Section 3.11(a) exist over any of the Properties or any relevant deeds or documents relating thereto Company Disclosure Letter contains a true and no further Encumbrances have been consented tocomplete list by address and legal description of the Owned Real Property as of the date hereof. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each (b) Section 3.11(b) of the Leasehold Properties: Company Disclosure Letter sets forth a list, which is true, correct and complete in all material respects as of the date of this Agreement, of (i) no Group all real property leases, subleases, licenses and occupancy agreements under which the Company has received written notice that or any covenantsof its Subsidiaries is occupying the premises as a tenant or subtenant (together with any and all amendments and modifications thereto and guarantees thereof, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; “Real Property Leases”), (ii) no Group Company has terminated or been notified the name of the termination current tenant and landlord thereunder and (iii) the address of such real property (the “Leased Real Property”). Except as set forth on Section 3.11(b) of the Company Disclosure Letter, neither the Company nor any of its leases Subsidiaries has (A) mortgaged any interest in any such Real Property Lease, or (B) transferred or assigned any material interest in any such Real Property Lease not reflected in such Real Property Lease. Each Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable, and the Company and its Subsidiaries, as applicable, are not in material default under any Real Property Lease. Except as set forth on Section 3.11(b) of the Company Disclosure Letter, no such termination ownership or leasehold interest identified on Section 3.11(b) of the Company Disclosure Letter has been threatened leased, subleased, transferred or assigned, in whole or in part, by the respective landlord Company or any of its Subsidiaries to another Person (other than the Company or any of its Subsidiaries), except as would not reasonably be expected to result in writing;a Company Material Adverse Effect. (iiic) there has been no written complaint The transactions contemplated by this Agreement do not require any consent or approval of any party to any Real Property Lease with an annual rent of $5,000,000 or more and will not result in the landlord received by the tenant alleging breach or default under any breaches nor such Real Property Lease, and will not otherwise cause any refusal such Real Property Lease to accept rent and there are no arrears regarding the rent and ancillary costs cease to be paid by any in full force and effect on identical terms following the closing, in each. (d) The Owned Real Property and the Leased Real Property constitute all the real property used or held for use in connection with, necessary for the conduct of, and material to, the business of the 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 Company and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyits Subsidiaries.

Properties. 9.1 (a) Each Loan Party and each of its Subsidiaries has good record, valid and marketable title in fee simple to, or valid leasehold interests in, all Real Property necessary or used in the ordinary conduct of its business, free and clear of all Liens except for Permitted Liens and defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Properties are property of each Loan Party and each of its Subsidiaries, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the only land, buildings property which is required for the business and premises owned, controlled, used, leased or occupied operations of the Loan Parties as presently conducted. (b) Appendix D to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in Real Property located in the United States (i) owned by any Borrower as of the Group Companies. 9.2 A Group Company 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 sole legal 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 beneficial owner in possession (ii) leased, subleased or otherwise occupied or utilized by any Borrower, as lessee, sublessee, franchisee or licensee, as of the whole date hereof and describes the type of interest therein held by such Borrower and, in each of the Freehold Properties. 9.3 A Group Company has cases described in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: clauses (i) no Group Company has received written notice that and (ii) of this Section 6.08(b), whether any covenants, conditions or agreements contained in Lease requires the relevant leases on the part consent of the landlord or tenant thereunder, or other party thereto, to the tenant have not been complied with that remains outstanding or unresolved;Transactions. (iic) no Group Company No Mortgage encumbers improved Real Property that is located in an area that has terminated or been notified identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the termination National Flood Insurance Act of any of its leases and no 1968 unless flood insurance available under such termination Act has been threatened by the respective landlord obtained in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection accordance with the Properties where a Group Company is a partySection 7.07.

Properties. 9.1 The Properties Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Lien (other than Permitted Liens); (ii) with respect to the real property leased, subleased or licensed to or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the only landdate of this Agreement in accordance with their terms and subject to applicable bankruptcy, buildings insolvency, fraudulent transfers, reorganization, moratorium and premises ownedother laws, controlledaffecting creditors’ rights generally and general principles of equity), usedand to the knowledge of the Company, leased each other party thereto, and in full force and effect, and none of the Company or occupied any of its Subsidiaries is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Group Companies. 9.2 A Group Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (iii) with respect to any real property leased, subleased or licensed by the Company or any of its Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the sole legal parties thereto (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and beneficial owner subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity) and in possession full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (iv) all buildings, structures, fixtures and improvements included within the Owned Real Property and the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession Company, there are no facts or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over conditions affecting 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 Improvements that, in the original tenant or in respect of which it entered into a covenant aggregate, would reasonably be expected to materially interfere with the landlord to observe and perform the tenant’s covenants under that lease current use, occupancy or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each operation thereof. Section 4.18 of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part Disclosure Schedule contains a true and complete list of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases all Owned Real Property and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeased Real Property.

Properties. 9.1 The Properties are (a) Neither the only land, buildings and premises owned, controlled, used, leased or occupied by Seller nor any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession its subsidiaries owns any real property. Section 5.16(a) of the whole Seller Disclosure Schedule lists all real property leased, subleased or licensed to or by the Seller or any of each of the Freehold Properties. 9.3 A Group Company has in its possession subsidiaries, including any leases or held to subleases otherwise guaranteed by Seller or its order the documents of title to subsidiaries (all of the Freehold Properties. 9.4 No Encumbrances (other than foregoing being collectively referred to as ‘‘leases and subleases’’). The Seller has made available to the Permitted Encumbrances) exist over any Seller true, complete and accurate copies of the Properties or any relevant deeds or documents leases and subleases (each as amended to date) relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold to the leased property in Section 5.16(a) of which it was the original tenant or in Seller Disclosure Schedule. With respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Propertiessuch lease and sublease: (i) no Group Company has received written notice that any covenantsthe lease or sublease is a valid, conditions or agreements contained in the relevant leases on the part binding and enforceable obligation of the landlord Seller or its subsidiary, as the tenant have not been complied with that remains outstanding case may be, subject to applicable bankruptcy, insolvency, moratorium or unresolvedother similar laws relating to creditors’ rights and general principles of equity; (ii) no Group Company has terminated or been notified of neither the termination of Seller nor any of its leases 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 such termination event has been threatened 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 respective landlord in writingSeller or any of its subsidiaries, or to the knowledge of the Seller, any other party under such lease or sublease; (iii) there has been no written complaint by neither the landlord received by the tenant alleging any breaches Seller nor any refusal 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 accept rent 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 arrears regarding Encumbrances applicable to the rent real property subject to any such lease or sublease, except for recorded easements, covenants and ancillary costs to be paid other restrictions which do not, individually or in the aggregate, materially impair the current uses or the occupancy by any the Parent or its subsidiary, as the case may be, of the Group Companies as tenant; (iv) no rent is or should be currently under reviewproperty subject thereto; and (v) there are no consents, permissions or approvals by any third party pursuant to any lease or sublease which may be required with respect to the making of any lease or sublease by Seller or its subsidiaries, which have not been obtained, except for those, the failure of which would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect. (b) Except as set forth in Section 5.16(b) of the Seller Disclosure Schedule, the Parent and its subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the Seller as currently conducted, except for (i) Encumbrances reflected in the Seller Balance Sheet included in the Seller SEC Reports, (ii) Encumbrances or imperfections of title which do not detract from the value or interfere with the present or presently contemplated use of the assets subject thereto or affected thereby, (iii) Encumbrances for current notices given Taxes not yet due and payable and (iv) Encumbrances on the landlord’s interest in the premises (subject to Section 5.16(a)(iv) above). The Seller and its subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by the landlord Seller or its subsidiaries as now used, possessed and controlled by the tenant Seller or proceedings pursuant to its subsidiaries, as applicable. All of the Landlord machinery, equipment and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (other tangible personal property and assets owned or equivalent legislation used by the Seller and its subsidiaries are in good condition, maintenance and repair, except for ordinary wear and tear, are useable in the jurisdiction in ordinary course of business, and are reasonably adequate and suitable for the uses to which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partythey are being put.

Properties. 9.1 (a) Neither the Company nor any Company Subsidiary owns any real property. (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 and the Company Subsidiaries, 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 Properties are Company and/or one of the only landCompany Subsidiaries, buildings as the case may be, have and premises ownedown good, controlledvalid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease, usedsubject to proper authorization and execution of such Real Estate Lease by the other party thereto and Permitted Liens, leased except in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or occupied similar Laws affecting creditors’ rights generally and by general principles of equity. True and complete copies of all Real Estate Leases have been made available to Parent. (c) Each Real Estate Lease (i) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, 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 Group Companiesapplicable Company Subsidiaries. 9.2 A Group (d) There is no existing material default or event of default by the Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties Company Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Estate Lease, nor, to the Knowledge of the Company, any event which with notice or lapse of time or both would constitute a material default thereunder by the Company 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Subsidiary (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 locatedapplicable) or any other pending legal proceedings 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 regards of the date hereof. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or in connection with defects on any part of the Properties where a Group Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company is a partyand the Company Subsidiaries as presently conducted at such Leased Real Property.

Properties. 9.1 (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a true, correct and complete 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”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Properties are Company has made available to Parent a true, correct and complete copy of each Real Property Lease. Neither the only landCompany nor any of its Subsidiaries has transferred, buildings and premises ownedmortgaged or assigned any interest in any such Real Property Lease, controlled, used, leased nor has the Company nor any of its Subsidiaries subleased or occupied by otherwise granted rights of use or occupancy of any of the Group Companiespremises described therein to any other Person. With respect to each Real Property Lease: (i) such Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor any of its 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 circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws. 9.2 A Group Company is the sole legal and beneficial owner in possession (c) Each of the whole of each of the Freehold Properties. 9.3 A Group Company and its Subsidiaries, in all material respects, (i) has in its possession or held to its order the documents of good and valid title to all of the Freehold Properties. 9.4 No Encumbrances its properties, assets and other rights that would not constitute real property (other than the Permitted Encumbrances) exist over any Intellectual Property), free and clear of the Properties or any relevant deeds or documents relating thereto all Encumbrances 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company owns, has terminated valid leasehold interests in or been notified valid contractual rights to use, all of the termination assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of any of its leases and no such termination has been threatened by the respective landlord all Encumbrances, in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyeach case, except for Permitted Encumbrances.

Properties. 9.1 The Properties are Except as, individually or in the only landaggregate, buildings has not had or would not reasonably be expected to have a Parent Material Adverse Effect: (i) Parent and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company Parent Subsidiaries has in its possession or held to its order the documents of good, valid and marketable title to all the real property owned by Parent or any Parent Subsidiary that is material to the operation of the Freehold Properties. 9.4 No Encumbrances business of Parent or any Parent Subsidiary (other than the Permitted Encumbrances“Parent Owned Real Property”) exist over any and a valid leasehold or sublease interest in the real property that is material to the operation of the Properties business of Parent or any relevant deeds or documents relating thereto Parent Subsidiary (the “Parent Leased Real Property”), in each case, free and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property clear of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsall Liens except for Permitted Liens, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated each lease, sublease, license, use or been notified of the termination of occupancy or similar agreements for Parent Leased Real Property (a “Parent Real Property Lease”) is valid, in full force and effect and enforceable against Parent or any of its leases and no such termination has been threatened by the respective landlord in writing; Parent Subsidiary that is party thereto, (iii) there has been no written complaint by Parent and the landlord received by the tenant alleging any breaches nor any refusal to accept rent Parent Subsidiaries are not in default (and there are is no arrears regarding event or condition that after notice or lapse of time or both would constitute a default by Parent or any Parent Subsidiary) under any Parent Real Property Lease and, to the rent and ancillary costs to be paid Knowledge of Parent, there is no default (or event or condition that after notice or lapse of time or both would constitute a default) by any of the Group Companies as tenant; other party thereto under any Parent Real Property Lease, (iv) no rent is Person leases, subleases, licenses or should be currently under review; and otherwise has a right to use or occupy any of the Parent Real Property other than Parent or any Parent Subsidiary and (v) there all improvements located on the Parent Real Property are no current notices given by in sufficiently good condition and repair (ordinary wear and tear excepted) to allow the landlord or business of Parent and Parent Subsidiaries to be operated in the tenant or proceedings pursuant 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 Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in operation of the jurisdiction in which business by Parent as conducted as of the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partydate hereof.

Properties. 9.1 The Properties are (a) Section 2.15(a) of the only landParent Disclosure Letter sets forth a true and complete list of all real property, buildings facilities and premises owned, controlled, used, office space leased or occupied subleased by or from the 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 any real property. (b) Each of the Company and the Company Subsidiaries has a valid leasehold interests or other comparable contract right in, all its real properties and other assets necessary for the conduct of its 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. All such properties and other assets, other than properties and other assets in which the Company or any of the Group CompaniesCompany Subsidiaries has a leasehold interest or other comparable contract rights, 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. 9.2 A Group (c) Each of the Company and the Company Subsidiaries has 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 sole legal Company or any of the Company Subsidiaries is a party and beneficial owner under which it is in occupancy are in full force and effect, except for any such failures to be in full force and effect that have not had, and 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 in possession of the whole of each of the Freehold Propertiesproperties or assets purported to be leased under all its material leases. 9.3 A Group (d) All items of operating equipment owned or leased by the Company has and the Company Subsidiaries are in its possession or held to its order good condition, ordinary wear and tear excepted. Neither the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over Company nor 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 Subsidiaries has assigned any leasehold property of which it was delivered, within the original tenant or in respect of which it entered into last twelve months, a covenant with notice to the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any leased real property complaining about the physical condition of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyleased real property.

Properties. 9.1 (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.14(a) of the Company Disclosure Letter sets forth a true and complete list of all material leased real property to which the Company or any of its Subsidiaries is a tenant, subtenant, occupant or sublessor as of the date of this Agreement (“Leased Real Property”). Each lease, sublease or other occupancy agreement with respect to the Leased Real Property (each a “Real Property Lease”) is valid and binding on the Company or its Subsidiary and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). (b) The Properties are Company has made available to Parent prior to the only landdate of this Agreement true and complete copies of each Real Property Lease. Except as would not have, buildings and premises ownedindividually or in the aggregate, controlleda Material Adverse Effect, usednone of the Company, leased or occupied by any of its Subsidiaries nor, to the knowledge of the Company, any of the Group Companiesother parties thereto, is in breach of or default under any Real Property 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 Lease. The Company and its Subsidiaries are not parties to any written or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the right to use or occupy any Leased Real Property. Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries have not received written notice of any pending and, to the knowledge of the Company, there is no pending or threatened condemnation, eminent domain, taking or similar proceeding affecting any Leased Real Property or any portion thereof. 9.2 A Group (c) The Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession Subsidiaries have good, valid and marketable title to, or held to its order the documents of title to leases and have a valid leasehold interest in, all of the Freehold Properties. 9.4 No Encumbrances assets, properties, fixtures, equipment (other than and components thereof) and interests in properties (tangible or intangible) reflected as being owned or leased to the Permitted Encumbrances) exist over any 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 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: all Liens, except (i) no Group Company has received written notice that any covenantsfor Permitted Liens, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group for assets disposed of in the ordinary course of business consistent with past practice after the Company has terminated or been notified of the termination of any of its leases Balance Sheet Date and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, such assets, properties, fixtures, equipment (and components thereof) and interests in properties (tangible and intangible) include all assets, properties and interests in properties (tangible and intangible) necessary to enable the Company and its Subsidiaries to carry on their respective businesses as presently conducted. All tangible personal property used by the landlord received by the tenant alleging any breaches nor 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 Company 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 its Subsidiaries in the jurisdiction operation of their respective business is in which reasonably good condition and repair, subject to reasonable wear and tear considering the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyage and ordinary course of use of such property.

Properties. 9.1 The Properties are (a) Neither the only land, buildings Company nor any of its Subsidiaries owns any real property. (b) Section 3.14(b) of the Company Disclosure Letter contains a true and premises owned, controlled, used, complete list of all material real property leased or occupied subleased (whether as tenant or subtenant) by the Company or any of Subsidiary (including the Group Companies. 9.2 A Group Company is improvements thereon, the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to “Leased Real Property”). The Leased Real Property constitutes all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted 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 real property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or utilized in connection with the Properties where Company Business or the business of any of the Subsidiaries. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent. (d) Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no material default under any Lease either by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a Group material default by the Company is or any of its Subsidiaries thereunder. Neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in any of the Leases or any interest therein. (e) To the Knowledge of the Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the intention of any Governmental Entity or other Person to take any Leased Real Property. (f) The Company and each Subsidiary has good title to, or a partyvalid and binding leasehold interest in, all of the material personal property owned or used by it, in each case free and clear of all Encumbrances other than Permitted Encumbrances.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Except as set forth on Section 3.20(a) of the Group Companies. 9.2 A Group Company is Disclosure Schedule, no Acquired Corporation owns any Real Property. The Acquired Corporations have good and marketable fee title to all Real Property set forth on Section 3.20(a) of the sole legal Company Disclosure Schedule (the “Owned Real Property”), free and beneficial owner clear of any Liens, other than Permitted Liens. There are no parties in possession of the whole any parcel of each of the Freehold Properties. 9.3 A Group Company has in its possession Owned Real Property or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (any portion thereof other than the Permitted Encumbrances) exist over Acquired Corporations (or 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsthem), conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the rent and ancillary costs to be paid by right of use or occupancy of any of the Group Companies as tenant;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 (ivb) 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, subject to the Enforceability Limitations, and no rent uncured default on the Acquired Corporation which is a party to such Company Lease or, to the Knowledge of 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 should be currently contractual right to use or occupy, subject to the terms 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 review; andwhich there is any material commission payable by any Acquired Corporation in connection with the current term of the applicable Company Lease and which has not yet been paid in full. (vc) 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 current notices given structural deficiencies or latent defects affecting any of the Improvements which would, individually or in the aggregate, interfere with the use or occupancy of the Real Property or any portion thereof in the operation of the Acquired 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 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 landlord or General Enforceability Exceptions. Neither the tenant or proceedings pursuant Acquired Corporation party thereto nor, to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in Knowledge of the jurisdiction in which the relevant Property is located) or Company, any other pending legal proceedings as regards party to a Personal Property Lease, is in breach of or default in connection any material respect under any Personal Property Lease. No Acquired Corporation has received any written notice of termination or cancellation with the Properties where a Group Company is a partyrespect to any Personal Property Lease. True and complete copies of all Personal Property Leases have been made available to Purchaser.

Properties. 9.1 (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.11(b) of the Company Letter sets forth a true, correct and complete 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”). Each premises subject to a Real Property Lease is hereinafter referred to as a “Leased Property.” The Properties are Company has made available to Parent a true, correct and complete copy of each Real Property Lease. Neither the only landCompany nor any of its Subsidiaries has transferred, buildings and premises ownedmortgaged or assigned any interest in any such Real Property Lease, controlled, used, leased nor has the Company nor any of its Subsidiaries subleased or occupied by otherwise granted rights of use or occupancy of any of the Group Companiespremises described therein to any other Person. With respect to each Real Property Lease: (i) such Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law); (ii) neither the Company nor any of its 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 circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws. 9.2 A Group Company is the sole legal and beneficial owner in possession (c) Each of the whole of each of the Freehold Properties. 9.3 A Group Company and its Subsidiaries, in all material respects, (i) has in its possession or held to its order the documents of good and valid title to all of the Freehold Properties. 9.4 No Encumbrances its properties, assets and other rights that would not constitute real property (other than the Permitted Encumbrances) exist over any Intellectual Property), free and clear of the Properties or any relevant deeds or documents relating thereto all Encumbrances 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company owns, has terminated valid leasehold interests in or been notified valid contractual rights to use, all of the termination assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of any of its leases and no such termination has been threatened by the respective landlord all Encumbrances, in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyeach case, except for Permitted Encumbrances.

Properties. 9.1 The Properties are (a) Except individually or in the only landaggregate as does not have, buildings and premises ownedwould not reasonably be expected to have, controlleda Material Adverse Effect, usedand except as set forth in Section 4.17(a) of the Company Disclosure Letter, leased the Company or occupied one or more of its Subsidiaries has good title to the assets reflected in the unaudited balance sheet of the Company as at June 30, 2009 described in the Company SEC Documents as being owned by the Company or one or more of its Subsidiaries or acquired after the date thereof (except assets sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (i) statutory ad valorem and real estate Tax Liens not yet due or payable or the amount or validity of which is being contested in good faith by appropriate proceedings, and (ii) Liens in favor of Silicon Valley Bank or any of its Affiliates existing as of the Group Companies. 9.2 A Group date hereof (the Liens in the immediately preceding clauses (i) through (ii), collectively, “Permitted Liens”). Except individually or in the aggregate as does not have, and would not reasonably be expected to have, a Material Adverse Effect, the Company or one or more of its Subsidiaries is the sole legal lessee of all leasehold estates reflected in the unaudited balance sheet of the Company as at June 30, 2009 described in the Company SEC Documents (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business) and beneficial owner is in possession of the whole properties purported to be leased thereunder, and each such lease is in full force and effect, is enforceable in accordance with its terms, and is valid without default (including any event which with notice or lapse of each time or both would become a default) thereunder by the lessee or, to the knowledge of Company, the lessor. No written notices of default under any such lease have been received by any Acquired Company that have not been resolved. (b) There is no real property owned by the Company or one or more of its Subsidiaries. Section 4.17(b) of the Freehold Properties. 9.3 A Group Company Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, modifications, amendments, waivers, side letters, guaranties and other agreements relating thereto, under which any Acquired Company uses or occupies or has the right to use or occupy, now or in the future, any material real property (the “Real Property Leases”). The Company has provided or made available to Parent true, correct and complete copies of all Real Property Leases. Each Real Property Lease is valid, binding and in its possession full force and effect, and all rent and other sums and charges payable by any Acquired Company as tenants thereunder are current in all material respects. No termination event or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties condition 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor uncured default of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases material nature on the part of any Acquired Company or, to the Company’s knowledge, the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group thereunder exists under any Real Property Lease. Each Acquired Company has terminated or been notified a good and valid leasehold interest in each parcel of the termination material real property leased under a Real Property Lease, free and clear of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyall Liens, except Permitted Liens.

Properties. 9.1 The Properties are the only landTo SHBI’s Knowledge, buildings all real and premises owned, controlled, used, leased personal property owned by SHBI or occupied any of its Subsidiaries or presently used by any of them in their respective business is in good condition (ordinary wear and tear excepted) in all material respects and is sufficient to carry on their respective business in the Group Companies. 9.2 A Group Company is the sole legal ordinary course of business consistent with their past practice in all material respects. SHBI has good, marketable and beneficial owner in possession indefeasible title, free and clear of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title all Liens, to all of the Freehold Properties. 9.4 No Encumbrances (material properties and assets, real and personal, reflected on the consolidated balance sheet of SHBI as of September 30, 2022 included in the SHBI Reports, or acquired after such date, other than properties sold by SHBI or any of its Subsidiaries in the ordinary course of business, except for Permitted EncumbrancesLiens or as shown on the title policies listed in Section 5.04(s) exist over of SHBI’s Disclosure Schedule. All real and personal property which is material to SHBI’s business on a consolidated basis and leased or licensed by SHBI or any of its Subsidiaries is held pursuant to leases or licenses which are valid obligations of SHBI or any of its Subsidiaries and, to SHBI’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against SHBI or such Subsidiary of SHBI, and to SHBI’s Knowledge, the other parties thereto, in accordance with their terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). Except as set forth in Section 5.04(s) of SHBI’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time. Neither SHBI nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of SHBI as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination material provisions of any real property lease, (B) give any Person the right to declare a default with respect to, or exercise any remedy under any material provision of, 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 in any material respect any real property lease. To SHBI’s Knowledge, SHBI and its leases Subsidiaries are in compliance with all applicable health and no such termination has been threatened by safety related requirements for the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid real property owned by any of them, including those requirements under the Group Companies Americans with Disabilities Act of 1990, 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyamended.

Properties. 9.1 The Properties are the only land(a) Except as would not reasonably be expected to have a Spartan Stores Material Adverse Effect, buildings Spartan Stores and premises ownedeach Spartan Stores Subsidiary has good and valid title to, controlledor valid leasehold interests in, usedall of their respective personal and real properties and assets as used in their respective businesses as presently conducted, leased and all such personal and real properties and assets, other than personal and real properties and assets in which Spartan Stores or occupied by any of the Group Companies. 9.2 A Group Company Spartan Stores Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. Spartan Stores and each of the Spartan Stores Subsidiaries has complied in all material respects with the terms of all leases to which it is the sole legal a party. All material leases to which Spartan Stores or any Spartan Stores Subsidiary is a party and beneficial owner under which it is in possession of any personal or real property are valid and binding contracts and are in full force and effect and neither Spartan Stores nor any Spartan Stores Subsidiary has received any written notice alleging violation, breach, or default of such lease. Spartan Stores and each Spartan Stores Subsidiary is in possession of the whole properties or assets purported to be leased under all its material leases. The tangible personal and real property and assets of each 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 Freehold Propertiesuses to which they are being put. 9.3 A Group Company has in its possession or held (b) With respect to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties real property owned by Spartan Stores or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned Spartan Stores Subsidiary, none of Spartan Stores nor any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Spartan Stores Subsidiary (i) no Group Company has received written notice that of any covenantspending, conditions and to the Knowledge of Spartan Stores there is no threatened, condemnation proceeding against any of such real property or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, except as have not had, and would not reasonably be expected to have, a Spartan Stores Material Adverse Effect. (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 alleging a violation, breach or default under any lease of such real property, except for matters being contested in good faith for which adequate accruals or reserves have been notified established on the books and records of Spartan Stores or (ii) as of the termination date of this Agreement, (A) has received written notice of any pending, and to the Knowledge of its leases and Spartan Stores there is no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal threatened, condemnation proceeding with respect to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any of the Group Companies such real property or (B) has received written notice from any Governmental Entity that such real property is not in compliance with any applicable Law, except as tenant; (iv) no rent is or should have not had, and would not reasonably be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings pursuant expected to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where have, a Group Company is a partySpartan Stores Material Adverse Effect.

Properties. 9.1 The Properties Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and its Subsidiaries have valid leasehold interests in each parcel of real property used by the Company or any of its Subsidiaries, free and clear of all Liens, except for Permitted Liens, (ii) each lease, sublease or license (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is, subject to the Bankruptcy and Equity Exceptions, a valid and binding obligation of the Company or a Subsidiary of the Company (as the case may be) and, to the knowledge of the Company, each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto (except for such Leases that are terminated after the only landdate of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or any of its Subsidiaries such termination must be in the ordinary course of business), buildings and premises owned(iii) neither the Company nor any of its Subsidiaries, controllednor, usedto the knowledge of the Company, leased or occupied by any of the Group Companies. 9.2 A Group other parties thereto has violated or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any Lease and (iv) neither the Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over nor 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company Subsidiaries has received written notice that it has breached, violated or defaulted under any covenantsLease, conditions nor has the Company or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the date hereof. Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property during the past five years. Except as has not had and no such termination has been threatened would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the real property used by the respective landlord in writing; (iii) there has been no written complaint Company or any of its Subsidiaries and any plants, buildings, structures and equipment thereon leased by the landlord received 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 material personal property and assets used by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by Company or 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyits Subsidiaries.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any Each of the Group Companies. 9.2 A Group Company is and the sole legal and beneficial owner Company Subsidiaries has good, valid and, in possession the case of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of real property, marketable fee simple, title to all the material assets and properties that it owns and that are reflected on the Company's consolidated balance sheet as of September 30, 1999, or that were thereafter acquired (except for assets and properties sold, consumed or otherwise disposed of in the ordinary course of business by them since such date), and such assets and properties are owned free and clear of all liens, claims and Encumbrances, except for (a) liens for taxes and assessments not yet due and payable or for taxes the validity of which is being contested in good faith, (b) liens, claims and Encumbrances to secure indebtedness reflected on the Company's consolidated balance sheet as of September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in the ordinary course of business and consistent with past practice after the date thereof, (c) mechanic's, materialmen's and other liens, claims and Encumbrances that have arisen in the ordinary course of business and (d) imperfections of title and liens, claims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, nor will the Company or any Company Subsidiary be as a result of the Freehold Properties. 9.4 No Encumbrances (other than execution and delivery of this Agreement or the Permitted Encumbrances) exist over any performance of its obligations under this Agreement or the consummation of the Properties transactions contemplated by this Agreement, in breach of any lease agreement to which the Company 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 Subsidiary is a party (the "Company Leases") the breach of which it was the original tenant or in respect of which it entered into could reasonably be expected to have a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases Material Adverse Effect on the part Company or cause a loss of the landlord or the tenant have material rights under any Company Lease, and such execution, delivery and performance will not been complied with that remains outstanding or unresolved; (ii) no Group otherwise give rise to any right of any third party to terminate any Company has terminated or been notified of 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 of its leases Company Lease. All the material buildings, structures, equipment and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any other tangible assets of the Group Companies as tenant; Company and the Company Subsidiaries (ivwhether owned or leased) no rent is or should be currently under review; and are in normal operating condition (vnormal wear and tear excepted) there and are no current notices given by fit for use in the landlord or ordinary course of business of the tenant or proceedings pursuant Company. Notwithstanding anything to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (contrary, no representations or equivalent legislation warranties set forth in this Section 3.13 shall apply to any personal property of the jurisdiction in which the relevant Property is located) Company or any other pending legal proceedings Company Subsidiary that is surplus to the operating needs of the business of the Company or any Company Subsidiary as regards or in connection with the Properties where a Group Company is a partypresently conducted.

Properties. 9.1 The Properties (a) None of the Company or any Company Subsidiary owns any real property. (b) Section 4.15(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and its Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent. (c) To the Knowledge of the Company, there are the only land, buildings and premises owned, controlled, used, leased no facts or occupied by conditions affecting any of the Group Companiesbuildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company and/or its Subsidiaries current use, occupancy or operation of the Leased Real Property taken as a whole. 9.2 A Group Company (d) Each Real Estate Lease (i) is in full force and effect and constitutes the sole legal valid and beneficial owner in possession legally binding obligation of the whole Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of each equity, (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent and (iii) except with respect to any Permitted Liens granted under the terms of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company Real Estate Leases, has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of assigned in any of its leases and no such termination has been threatened manner by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by Company or any of the Group Companies as tenant;applicable Company Subsidiaries. (ive) no rent is or should be currently Neither the Company nor any of the Company Subsidiaries has received a notice of default under review; and any Real Estate Lease during the last six (v6) 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 months which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyremains uncured.

Properties. 9.1 (a) The real Properties listed on Exhibit C are owned directly, in fee simple, by the only landContributed Entities shown on such Exhibit or their direct or indirect wholly owned subsidiaries, buildings and premises owned, controlled, used, leased or occupied by any except that a portion of the Group CompaniesDoubletree Seattle Airport Property is leased to the Contributed Entity that owns such Property as described in the Registration Statement. Each Contributed Entity is insured under a policy of title insurance as the owner of the fee simple or leasehold estate of such real Property, in each case free and clear of all Liens except for Permitted Liens. Prior to the Closing Date, iStar shall not take or omit to take any action to cause any Lien to attach to any Contributed Interests or any Property, except for Permitted Liens. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesb) 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 Except for matters that would not, individually or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: aggregate, have an iStar Material Adverse Effect, (i) no Group Company Contributed Entity and no other party to a Lease has given or received written any notice of default with respect to any term or condition of any such Lease that any covenantsremains uncured, conditions or agreements contained 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 relevant leases on case of a default by the part tenant, termination of the landlord or tenant’s right to possession of the tenant have not been complied with that remains outstanding or unresolved; related leased premises, (ii) no Group Company event has terminated occurred or been notified of the termination of any of its leases and no such termination 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 respective landlord in writing; 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) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any each of the Group Companies Leases is in full force and effect, and constitutes the legal, valid and binding obligation of the applicable Contributed Entity, and to iStar’s Knowledge, each other party thereto, enforceable against each Contributed Entity, and to iStar’s Knowledge, each other party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as tenant; to enforceability, to general principles of equity (iv) regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth in the Leases, no rent is Contributed Entity has granted an option or should be currently under review; and (v) there are no current notices given by the landlord right of first refusal or the tenant or proceedings offer pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Leases with respect to the sale of any Property. (c) To iStar’s Knowledge, except as previously disclosed to Safety or equivalent legislation the Operating 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 jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyaggregate, reasonably be expected to have an iStar Material Adverse Effect.

Properties. 9.1 The Properties are (a) Section 5.16(a) (Part I) of the only land, buildings and premises Parent Disclosure Letter sets forth a list of the address of each real property owned, controlledleased (as lessee or sublessee), usedincluding ground leased, by Parent or any Parent 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 “Parent Property” and collectively referred to herein as the “Parent Properties”). Section 5.16(a) (Part II) of the Parent Disclosure Letter sets forth a list of the address of each facility and real property which, as of the date of this Agreement, is under contract by Parent or a Parent Subsidiary for purchase or which is required under a binding contract to be leased or occupied subleased by any Parent or a Parent Subsidiary after the date of the Group Companiesthis Agreement. 9.2 A Group Company is the sole legal (b) Parent or a Parent Subsidiary owns good and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession marketable fee simple title or held to its order the documents of leasehold title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesas applicable) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Parent Properties: , in each case, free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” shall mean any (i) no Group Company has received written notice that Liens relating to any covenants, conditions or agreements contained Indebtedness incurred in the relevant leases on the part ordinary course of the landlord or the tenant have not been complied business consistent with that remains outstanding or unresolved; past practice, (ii) no Group Company has terminated Liens that result from any statutory or been notified other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the termination financial statements of any of its leases and no Parent (if such termination has been threatened by the respective landlord in writing; reserves are required pursuant to GAAP), (iii) there has been no written complaint Liens imposed or promulgated by the landlord received by the tenant alleging Law or any breaches nor any refusal to accept rent Governmental Authority, including zoning regulations, permits and there are no arrears regarding the rent and ancillary costs to be paid by any of the Group Companies as tenant; licenses, (iv) no rent is Liens that are disclosed on the existing Parent Title Insurance Policies made available by or should be currently under review; on behalf of Parent, Merger Sub 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, (v) there any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are no current notices given by the landlord not yet subject to penalty or the tenant or proceedings pursuant to the Landlord validity of which is being contested in good faith by appropriate proceedings, and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is locatedvi) or any other pending legal proceedings Liens that do not materially impair the value of the applicable Parent Property or the continued use and operation of the applicable Parent Property as regards or in connection with the Properties where a Group Company is a partycurrently used and operated.

Properties. 9.1 The Properties are (a) Except as would not reasonably be expected to have, individually or in the only landaggregate, buildings a Material Adverse Effect, the Company or one of its Subsidiaries has good and premises ownedmarketable fee simple title to all Owned Real Property and a valid leasehold interest in all Leased Real Property, controlledfree and clear of all Encumbrances except Permitted Encumbrances. Except as set forth on Section 3.13(a) of the Company Disclosure Letter, usedthe 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 the Company nor 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, lease, occupancy, or enjoyment of any Owned Real Property or Leased Real Property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Real Property Leases is in full force and effect and is valid, binding and enforceable in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) Section 3.13(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 occupied 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, violation or non-compliance of or with any applicable Law in any material respect, there are no oral agreements or written forbearance programs in effect as to the Real Property Leases and, to the Knowledge of the Company, no event has occurred, which, with notice or lapse of time, would constitute a material breach or default or permit termination, modification, or acceleration thereunder, and the Company has not received any written notice of termination or change to, or received a written proposal with respect thereto, any Real Property Lease as a result of the Transactions contemplated by this Agreement or otherwise. (d) There are no Actions pending or, to the Knowledge of the Company, threatened, against or affecting the Owned Real Property or Leased Real Property or any portion thereof or interest therein in the nature of condemnation or eminent domain proceedings. There has been no material destruction, damage or casualty with respect to any of the Group CompaniesOwned Real Property or Leased Real Property that has not been fully repaired or restored. 9.2 A Group Company is the sole legal (e) The use and beneficial owner in possession operation of the whole of each Owned Real Property and the Leased Real Property in the operation of the Freehold Properties. 9.3 A Group business of the Company as currently conducted do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement, and the Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has not received written notice that of any covenants, conditions or agreements contained in such violations with respect to the relevant leases on the part of the landlord Owned Real Property or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeased Real Property.

Properties. 9.1 The Properties are Neither the only landCompany nor any of its Subsidiaries owns or has owned any real property. Section 3.7(a)(i) of the Company Disclosure Letter sets forth a list of all real property currently leased, buildings and premises owned, controlled, used, leased licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the Group Companies. 9.2 A Group “Leased Real Property”). All such current leases relating to the Material Leased Real Property (defined below) are in full force and effect, are valid and effective, and there is not, under any of such leases, any existing breach, default or event of default by the Company is or its Subsidiaries, or, to the sole legal and beneficial owner Company’s knowledge, by any other party thereto (or event which with notice or lapse of time, or both, would constitute a default). Except as set forth in possession Section 3.7(a)(ii) of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (Disclosure Letter, no parties other than the Permitted Encumbrances) exist over Company or any of its Subsidiaries have a right to occupy any Material Leased Real Property and the Properties or Material Leased Real Property is used in all material respects only for the operation of the business of the Company and its Subsidiaries. To the Company’s knowledge, the Material Leased Real Property and the other physical assets of the Company which are material the Business of the Company and its Subsidiaries taken as a whole are, in all material respects, in good condition and repair and regularly maintained, in all material respects and subject to reasonable wear and tear, in accordance with standard industry practice. The Company’s business operations which take place on Material Leased Real Property are conducted in compliance, in all material respects, with Material Lease Documents. Neither the Company nor any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation Subsidiaries will be required pursuant to each the terms of any Material Lease Document to incur any cost or expense for any restoration or surrender obligations in excess of $100,000 upon the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions expiration or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the earlier termination of any Material Lease Documents. The Company and each of its Subsidiaries has performed in all material respects its obligations under any material termination agreements pursuant to which it has terminated any leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there of real property that are no arrears regarding the rent longer in effect and ancillary costs has no material continuing liability with respect 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partysuch terminated real property leases.

Properties. 9.1 14.1 The Properties are the only land, buildings and premises owned, controlled, used, leased properties referred to in Schedule 4 comprise all real properties owned or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession (whether or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties not under licence or any relevant deeds other arrangements 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 otherwise) by or leased to the original tenant PRC Affiliate or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or PRC Affiliate has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseany interest whatsoever. 9.6 In relation 14.2 To the Knowledge of the Vendor, with respect to each of the Leasehold Owned Properties: (a) the ownership of the Owned Properties belongs to the PRC Affiliate which has good title to such property; (b) the PRC Affiliate has gained or applied for all relevant approvals and certificates with respect to the Owned Properties it owns, including but not limited to, the Inspection and Acceptance Filling Form for the Completion of the project construction to be respectively approved and signed by official departments of building, survey, design, construction and supervision, the property title certificates for the buildings over the Land, the legal document proving the property title owned by it, and the property title certificate. (c) all the sale/transfer procedures as regards the Owned Properties have been completed and (where applicable) the sale/transfer has been validly registered in the relevant department; (d) The delay in construction of the Owned Properties has been approved by Governmental Authority and the penalty fee has been fully paid up (if there is any); (e) all land premiums and/or purchase price payable in respect of the Owned Properties have been paid in full and no further land premiums or purchase price is or shall be payable; (f) the Owned Properties are not currently subject to any sale or transfer or mortgage procedures and they are not leased or transferred or given to others as a gift, and the PRC Affiliate has not entered into any agreement to do any of the foregoing; the Owned Properties are not involved in any litigation or subject to any court order for attachment, possession, etc.; (g) the Owned Properties are not used by the PRC Affiliate for any unlawful purposes and has not violated any relevant land or construction regulations; (h) the Owned Properties are free from any other mortgage, charge, lien, lease, encumbrance or any other third party rights and the relevant company has not entered into any other agreement to do any of the foregoing; (i) the PRC Affiliate has not received from any Governmental Authority or any competent authority any notice or order which may adversely affect its right to use the Owned Properties for the purpose for which it is presently being used; (j) all requisite consents necessary for the use of the Owned Properties as it is presently being used by the PRC Affiliate have been duly obtained and are in full force, validity and effect; (k) all the land user’s covenants contained in the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties have been duly performed and observed to the extent that such obligations have fallen due; (l) there has been no Group Company change in the terms and conditions of the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties, which are all valid and in full force and effect in favour of the PRC Affiliate; (m) no default (or event which with notice or lapse of time or both will constitute a default) by the PRC Affiliate has received written notice occurred or is continuing under the Land Grant Contract, the Land Use Rights Certificate, Owned Properties Ownership Certificate and/or other documents applicable to the Owned Properties and it is not in breach of any laws, rules, regulations, guidelines, notices, circulars, orders, judgments, decrees or rulings of any court or Governmental Authority in respect of the use, occupation and enjoyment of the Owned Properties; and (n) all requisite licences, certificates and authorities necessary for the existing use of the Owned Properties by the PRC Affiliate have been duly obtained and are valid and in full force and effect. 14.3 To the Knowledge of the Vendor, with respect to each of the Leased Properties by the PRC Affiliate:- (a) the PRC Affiliate has the legal right to occupy the property upon the terms set out in the relevant tenancy or lease agreement (each a “Tenancy Agreement”) and the property is being used for lawful purposes, which are permitted by the relevant Tenancy Agreement and the occupation has not violated any relevant regulations applicable to the property; (b) all the rent and other payments payable by the PRC Affiliate have been paid up to date, and the user of the property occupied by the PRC Affiliate is in accordance with that provided for in the relevant Tenancy Agreement, all applicable legislation, statutory requirements, governmental or other orders, rules, directives or instruments affecting or appertaining to the use, occupation or enjoyment of the property and the terms of the relevant Tenancy Agreement have been duly complied with and the tenancy/lease is not subject to early termination due to default of the PRC Affiliate; (c) the PRC Affiliate has in all respects duly performed, observed and complied with any covenants, restrictions, conditions or agreements of the relevant Tenancy Agreement, and there is no subsisting breach of any covenants, restrictions, conditions, or agreements of the relevant Tenancy Agreement and (without prejudice to the generality of the foregoing) no notice of any alleged breach of any of the terms of the relevant Tenancy Agreement has been served on or received by it; (d) there is no claim or dispute between the PRC Affiliate and its landlord and the landlord is duly entitled to lease the land and/or buildings to it; (e) the relevant Tenancy Agreement has been duly executed by the parties thereto with all the requisite legal formalities duly attended to, and the relevant Tenancy Agreement is good, valid and subsisting and in full force and effect; (f) no circumstance which might affect or prejudice the relevant Tenancy Agreement or otherwise affect the PRC Affiliate’s occupation of the property has arisen or is likely to arise; (g) the PRC Affiliate has not received from any Governmental Authority, and no Governmental Authority has issued, any, notice or order which may adversely affect such tenancy/lease and/or continued enjoyment of the property in accordance with the terms of the relevant Tenancy Agreement; (h) (where applicable) the requisite mortgagee’s consent has been duly obtained for the entering into of the relevant Tenancy Agreement and such consent is in full force, validity and effect; (i) all options to renew/early termination contained in the relevant leases Tenancy Agreement are legally enforceable by the PRC Affiliate against the landlord; (j) the relevant Tenancy Agreement contains usual provisions for tenancy agreement/lease of the relevant nature in the city where the relevant property is located and there are no unusual or onerous covenants or obligations on the part of the PRC Affiliate as tenant thereunder; (k) since commencement of the tenancy/lease term, the PRC Affiliate has enjoyed uninterrupted use of the property and the terms of the relevant Tenancy Agreement are fully enforceable by the PRC Affiliate against the landlord; (l) all the terms of the tenancy/lease are set out in the relevant Tenancy Agreement and the terms thereof have not been varied, modified, amended or supplemented verbally or by means of supplemental agreement(s) or correspondence between the landlord and the PRC Affiliate or otherwise; (m) there is no event which may give rise to a right on the part of the landlord or to re-enter the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified property other than in case of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 reviewemergency; and (vn) all requisite licences, certificates and authorities necessary for the existing use of the property by the PRC Affiliate have been duly obtained and are valid and in full force. 14.4 Each of the Tenancy Agreements is valid and subsisting and in no way void or voidable and will not be liable to be terminated as a result of the execution of this Agreement (including all associated transactions) and the terms, covenants and conditions contained in the relevant Tenancy Agreement will be duly performed and observed. 14.5 In relation to each Tenancy Agreement:- (a) no rights for a landlord to terminate the relevant Tenancy Agreement have arisen or become exercisable or, with lapse of time, will become exercisable; (b) no circumstances have arisen or, with lapse of time, will arise under or as a result of which any rights of the PRC Affiliate under the Tenancy Agreement (including any right to renew or extend the term of the Tenancy Agreement) has been or will be affected, prejudiced or terminated; (c) no circumstances which would entitle a landlord to exercise any power of entry upon or to take possession of the relevant property or which would otherwise restrict or terminate the continued possession or occupation thereof have arisen or, with lapse time, will arise; (d) no circumstances are likely to arise or, with lapse of time, may arise which may render any of the above untrue or inaccurate; and (e) there are no current notices given by unusual or onerous covenants or obligations on the landlord part of the PRC Affiliate to be observed or performed. 14.6 There are no circumstances which would enable any person or entity to exercise any right of re-entry or taking possession of any of the tenant or proceedings pursuant to properties under the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) Tenancy Agreements or any other pending legal proceedings as regards part thereof or in connection with (if applicable) which would otherwise restrict or terminate the Properties where a Group Company is a partycontinued possession or occupation of such properties or any part thereof. 14.7 Main Union does not own or lease any properties.

Properties. 9.1 The Properties are the only landFolsom Lake Bank owns no real property. All real property leased by Folsom Lake Bank has been Previously Disclosed. With respect to such real property that is leased by Folsom Lake Bank, buildings Folsom Lake Bank has a good and premises ownedmarketable leasehold estate in and to such property, controlledfree and clear of all Liens, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal leases and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents other imperfections of title to all of the Freehold Properties. 9.4 No Encumbrances (other than or survey, except for the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: . “Permitted Encumbrances” shall mean (i) no Group Company has received written notice that any covenantsLiens for current taxes and assessments not yet due and payable and for which adequate reserves have been established, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company 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 terminated delivered true, correct and complete copies of such lease(s), together with all amendments thereto, to CVCY and Central Valley Community Bank; any such lease is in full force and effect and will not lapse or been notified terminate prior to the Closing Date; neither Folsom Lake Bank nor the landlord thereunder is in default of any of their respective obligations under any such lease and any such lease constitutes the valid and enjoyable obligations of the termination 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 leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 obligations pursuant to any such lease beyond the Landlord 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 (or equivalent legislation ordinary wear and tear excepted) and is sufficient to carry on its business in the jurisdiction ordinary course of business consistent with its past practices. Folsom Lake Bank has good and marketable and insurable title, free and clear of all Liens to all of its material properties and assets, other than real property, except (A) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (B) such imperfections of title and encumbrances, if any, as are not material in character, amount or extent, and (C) as Previously Disclosed. All personal property which is material to Folsom Lake Bank’s business and leased or licensed by Folsom Lake Bank is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyEffective Time.

Properties. 9.1 (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 Properties are Company has made available to Parent complete, correct and accurate copies of each Company Real Property Lease. Except as set forth in Section 3.13(b) of the only landCompany Disclosure Schedule, buildings and premises ownedneither the Company nor any of its Subsidiaries has leased, controlledsubleased, used, leased licensed or otherwise granted to any Person the right to use or occupy any of the Company Leased Real Property over 4,000 square feet or any portion thereof. The Company Leased Real Property constitutes all of the real property used or occupied by any the Company and its Subsidiaries in the conduct of the Group Companiestheir respective businesses. 9.2 A Group (c) The Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect one of its liability under that lease. 9.6 In relation Subsidiaries owns good and valid and legally compliant leasehold title (to each the extent such concepts are applicable in the jurisdiction(s) governing such leasehold title) to the Company Leased Real Property free and clear of the Leasehold Properties: all Liens, except (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; Permitted Liens and (ii) no Group Company has terminated in respects that would not reasonably be expected to be, individually or been notified of in the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 aggregate, material to the Landlord Company and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings its Subsidiaries, taken as regards or in connection with the Properties where a Group Company is a partywhole.

Properties. 9.1 The Properties are the only land, buildings (i) Berkshire Hills Bancorp and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company its Subsidiaries has in its possession or held to its order the documents of good and marketable title to all of the Freehold Properties. 9.4 No Encumbrances real property owned by it (other than the Permitted Encumbrances) exist over including any of the Properties property acquired in a judicial foreclosure proceeding 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor by way of a tenant under a lease without receiving a full indemnity deed in respect lieu of its liability under that lease. 9.6 In relation to foreclosure or similar transfer), in each case free and clear of the Leasehold Properties: any Liens except (i) no Group Company has received written notice that any covenantsliens for taxes not yet due and payable and (ii) such easements, conditions restrictions and encumbrances, if any, as are not material in character, amount or agreements contained in extent, and do not materially detract from the relevant leases on value, or materially interfere with the part present use of the landlord properties subject thereto or affected thereby. Each lease pursuant to which Berkshire Hills Bancorp or any of its Subsidiaries is lessee, leases real or personal property is valid and in full force and effect and neither Berkshire Hills Bancorp nor any of its Subsidiaries, nor, to Berkshire Hills Bancorp’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. All real property owned or leased by Berkshire Hills Bancorp or any of its Subsidiaries are in a good state of maintenance and repair (normal wear and tear excepted), conform with all applicable ordinances, regulations and zoning laws and are considered by Berkshire Hills Bancorp to be adequate for the tenant have not been complied with that remains outstanding current business of Berkshire Hills Bancorp and its Subsidiaries. To the knowledge of Berkshire Hills Bancorp, none of the buildings, structures or unresolved;other improvements located on any real property owned or leased by Berkshire Hills Bancorp or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) no Group Company Berkshire Hills Bancorp and each of its Subsidiaries has terminated good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, as are not material in character, amount or been notified extent, and do not materially detract from the value, or materially interfere with the present use of the termination properties subject thereto or affected thereby. With respect to personal property used in the business of Berkshire Hills Bancorp and its Subsidiaries that is leased rather than owned, neither Berkshire Hills Bancorp nor any of its leases and no Subsidiaries is in default under the terms of any such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partylease.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Section 3.15(a) of the Group CompaniesVornado Disclosure Letter sets forth a list of (i) each Vornado Included Property, and (ii) whether the applicable Vornado Included Entity directly or indirectly owns such Vornado Included Property in fee simple or directly or indirectly holds such Vornado Included Property pursuant to a leasehold, ground leasehold or some other property interest. Except as expressly set forth in Section 3.15(a) of the Vornado Disclosure Letter, as of the date hereof there are no real properties that Newco, Newco OP or any Vornado Included Entity is obligated to buy, lease or sublease at some future date, or otherwise enter into any contract for sale, ground lease or letter of intent to sell or ground lease any such Vornado Included Property or any portion thereof (in each case, excluding any Vornado Leases and the Vornado Ground Leases), and no commissions, fees or other amounts are payable (or are to become payable) in connection with the acquisition or disposition of any Vornado Included Property. 9.2 A Group Company is the sole legal (b) The applicable Vornado Included Entity owns good and beneficial owner in possession of the whole of marketable fee simple title or leasehold title (as applicable) to each of the Freehold Vornado Included Properties, in each case, free and clear of Liens, except for Vornado Permitted Liens. Except as set forth on Section 3.15(b) of the Vornado Disclosure Letter, the Vornado Included Entities have not granted, and to the knowledge of Vornado, none of the Vornado Included Properties is subject to, unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof. 9.3 A Group Company has in its possession or held to its order (c) To the documents of title to all knowledge of the Freehold PropertiesVornado Parties, except as may be disclosed in the third party physical condition reports with respect to the Vornado Included Properties which have been delivered or otherwise made available to the JBG Parties (it being understood and agreed that a reference in a physical condition report to a document not otherwise delivered or made available to the JBG Parties shall not be deemed to constitute disclosure of the contents of such document), as of the date hereof, with respect to each Vornado Included Property, (i) such Vornado Included Property is supplied with utilities and other services as necessary to permit its continued operation as it is now being operated, (ii) such Vornado Included Property is in good working order sufficient for its normal operation in the manner currently being conducted, (iii) such Vornado Included Property has not suffered any casualty or other damage that has not been repaired, and (iv) there are no patent or latent structural, mechanical or other significant defects or deficiencies in the improvements on any Vornado Included Property, in each case, except as has not had and would not reasonably be expected to have a Vornado Material Adverse Effect; provided, however, that this Section 3.15(c) shall not apply to any Vornado Included Property that is an Under Construction and Predevelopment Property or is otherwise raw land, under development or not otherwise in active operation. 9.4 (d) No Encumbrances Vornado Included Entity has received (other than the Permitted Encumbrancesi) exist written notice that any certificate, permit or license from any Governmental Entity having jurisdiction over any of the Vornado Included Properties necessary to permit the lawful use and operation of the buildings and improvements on any of the Vornado Included Properties as currently used and operated or that is necessary to permit the lawful use and operation of all utilities and means of egress and ingress to and from any of the Vornado Included Properties for the current use and operation of the Vornado Included Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Vornado Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Vornado Included Properties which, individually or in the aggregate, has had or would reasonably be expected to have a Vornado Material Adverse Effect. (e) Except as set forth in Section 3.15(e) of the Vornado Disclosure Letter, no condemnation, eminent domain or similar proceeding has occurred or to the knowledge of the Vornado Included Entities is pending with respect to any Vornado Included Property and, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Vornado Material Adverse Effect, no Vornado Included Entity has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Vornado Included Properties, or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Vornado Included Property. (f) Section 3.15(f) of the Vornado Disclosure Letter sets forth all ground leases affecting the interest of the Vornado Included Entities in any Vornado Included Property, other than ground leases as to which a Vornado Included Entity is both lessor and lessee, and all amendments, modifications (including pursuant to any estoppel), guarantees, renewals and extensions exercised related thereto (collectively, the “Vornado Ground Leases”). Vornado hereby represents that (a) Section 3.15(f) of the Vornado Disclosure Letter contains a true, complete and correct list of all Vornado Ground Leases to which any Vornado Included Entity is bound; (b) true, complete and correct copies of such Vornado Ground Leases have been delivered or made available to the JBG Parties; and (c) each such Vornado Ground Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the applicable Vornado Included Entity and, to the knowledge of Vornado, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). As of the date hereof, there are no monetary or non-monetary material defaults under any Vornado Ground Lease to which any Vornado Included Entity is bound, by any Vornado Included Entity or any relevant deeds other party thereto. As of the date hereof, no Vornado Included Entity has sent or documents relating thereto received any notice of any violation or breach of, or default under, any Vornado Ground Lease to which any Vornado Included Entity is bound. (g) Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the rent rolls for each of the Vornado Included Properties as of September 1, 2016 (with respect to office and no further Encumbrances retail properties) or as of September 29, 2016 (with respect to residential properties) that have been consented to. 9.5 No Group Company has assigned any leasehold property previously made available to the JBG Parties by the Vornado Included Entities, are true and correct and (i) correctly reference each tenant under each lease that was in effect as of as the respective dates of such rent rolls, and to which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or Vornado Included Entity is a guarantor of a tenant under a lease without receiving a full indemnity in party as lessor with respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties:Vornado Included Properties (all leases, together with all amendments, modifications, supplements, renewals and extensions related thereto, the “Vornado Leases”) and (ii) identify the rent payable under the Vornado Lease as of such date. Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Vornado Material Adverse Effect, the Vornado Included Entities have made available to the JBG Parties a list of all security deposit amounts currently held under the Vornado Leases as of September 30, 2016. (h) True and complete (in all material respects) copies of all (x) Vornado Ground Leases and (y) Vornado Leases for space in excess of 25,000 square feet in or at any Vornado Included Properties (the “Material Vornado Leases”) (it being understood that a Vornado Lease shall constitute a Material Vornado Lease if there are other Vornado Leases with the same tenant at the same Vornado Included Property that, if aggregated with such Vornado Lease, would exceed 25,000 square feet), in each case in effect as of the date hereof and to the extent within Vornado’s possession and control, have been made available to the JBG Parties. Except as would not, individually or in the aggregate, reasonably be expected to have a Vornado Material Adverse Effect, (i) no Vornado Included Entity has given or received written notice of any violation or breach of, or default under, any Material Vornado Lease, which violation or breach remains outstanding and uncured, (ii) except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, no tenant under a Material Vornado Lease is in monetary or non- monetary material default under such Material Vornado Lease, which default remains outstanding and uncured, and (iii) each Material Vornado Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to a Vornado Included Entity and, to the knowledge of Vornado, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, any and all material leasing commissions or brokerage fees payable by Vornado Included Entities with respect to any Material Vornado Leases have been paid in full. To the knowledge of Vornado, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, all material tenant improvement allowances, relocation allowances or other inducements due with respect to the current unexpired term of each Material Vornado Lease have been paid in full. As of June 30, 2016, except as set forth on Section 3.15(h) of the Vornado Disclosure Letter, there are no other material Leasing Costs to be paid in the future with respect to any Material Vornado Leases. (i) Except as set forth on Section 3.15(i) of the Vornado Disclosure Letter, there are no Group Company has material Tax abatements or exemptions specifically affecting the Vornado Included Properties, and the Vornado Included Entities have not received any written notice that of (and the Vornado Included Entities do not have any covenants, conditions or agreements contained knowledge of) any proposed increase in the relevant leases on the part assessed valuation of any of the landlord Vornado Included Properties, except in each case for any such Taxes or the tenant assessment that have not been complied with had and would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect. (j) Except for Vornado Permitted Liens, as set forth in Vornado Leases and title documents made available to the JBG Parties prior to the date hereof or as would not reasonably be expected to have, individually or in the aggregate, a Vornado Material Adverse Effect and except as set forth on Section 3.15(j) of the Vornado Disclosure Letter, no Vornado Included Entity is a party to any (i) unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Vornado Included Property or any portion thereof that remains outstanding would materially adversely affect any Vornado Included Entity’s, ownership, ground lease or unresolved; right to use a Vornado Included Property subject to a Material Vornado Lease, and (ii) no Group Company other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Vornado Included Property or any portion thereof that is owned by any Vornado Included Entity, which, in each case, is in favor of any party other than a Vornado Included Entity. (k) No written unresolved claim has terminated been made against any title insurance policy evidencing title insurance with respect to a Vornado Included Property which, individually or been notified in the aggregate, would be material to such Vornado Included Property. (l) Schedule B accurately states the outstanding principal amount of the termination Indebtedness secured by each Vornado Included Property as of any of its leases and no such termination has been threatened by the respective landlord in writing;applicable Valuation Date. (iiim) there has been no written complaint by the landlord received by the tenant alleging Newco and Newco OP do not directly own any breaches nor 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 real 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partypersonal property.

Properties. 9.1 The Properties are (a) As of the only landdate of this Agreement, buildings Schedule 3.05 sets forth a correct and premises ownedcomplete list of all Real Property owned by each Loan Party (or any Subsidiary thereof) (collectively, controlledthe “Owned Real Property”), usedall leases, leased subleases, and licenses of Real Property and other similar agreements regarding the right to occupy Real Property by each Loan Party (or occupied any Subsidiary thereof) as lessee, sublessee, licensee or similar capacity (together with each amendment, modification, restatement or supplement thereto, collectively, the “Real Property Leases”), and all leases, subleases, and licenses of Real Property and other similar agreements regarding rights to occupy Real Property by each Loan Party or any of its Subsidiaries as lessor, sublessor, licensor or similar capacity (together with each amendment, modification, restatement or supplement thereto collectively, the Group Companies“Owner Real Property Leases”), with the current location of each such Real Property by street address, including the county, state and, where applicable, each lessee, licensee, sublessee or other occupant thereof. 9.2 A Group Company (b) Each applicable Loan Party (or Subsidiary thereof) has marketable fee simple title (or the equivalent thereof in the applicable jurisdiction) to the Owned Real Property and the valid and enforceable right to use, pledge, and mortgage such Owned Real Property, and valid leasehold interests in the Real Property Leases, in each case free and clear of all Liens, other than those permitted by Section 6.02. Each Real Property Lease and each Owner Real Property Lease is in full force and effect and is the sole legal valid, binding and beneficial owner enforceable obligation of each Loan Party (or Subsidiary thereof, as applicable) party thereto in possession accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. No Loan Party (nor Subsidiary thereof, as applicable), nor to the knowledge of any Loan Party (or Subsidiary thereof, as applicable), any other Person, is in default under any Real Property Lease or under any Owner Real Property Lease, and to the knowledge of any Loan Party (or Subsidiary thereof, as applicable) no event has occurred and no circumstance exists which, if not remedied, would result in a default that would reasonably be expected to have a Material Adverse Effect. No party to any Real Property Lease or any Owner Real Property Lease has exercised any termination rights with respect thereto. (c) There do not exist any material actual or threatened in writing condemnation or eminent domain proceedings that affect any Real Property or any material part thereof, and no Loan Party (nor any Subsidiary thereof) has received any written notice of the whole intention of each of the Freehold Properties. 9.3 A Group Company has in its possession any Governmental Authority or held other Person to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over take or use any of the Properties Material Real Property or any relevant deeds material part thereof or documents relating thereto and no further Encumbrances have been consented to. 9.5 interest therein. No Group Company has assigned Loan Party (nor any leasehold property of which it was the original tenant Subsidiary thereof) owns or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants holds, or is obligated under that lease or has been or is a guarantor party to, any option, right of a tenant under a lease without receiving a full indemnity first refusal or other contractual (or other) right or obligation to purchase, acquire, sell, assign or dispose of any real estate or any portion of or interest in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Real Property. No Loan Party (inor any Subsidiary thereof) no Group Company has received written notice of any material default or violation under any declarations, restrictive covenants or easement agreements (reciprocal or otherwise), in each case affecting any Real Property Collateral, that any covenantshas not been cured. The Owned Real Property has either direct access to public roads or streets or access to public roads or streets. The Real Property, conditions or agreements contained including, without limitation, all building and improvements, systems, equipment, and structural components, are in the relevant leases on the part good condition, order and repair in all material respects (excepting ordinary wear and tear). (d) Each of the landlord Loan Parties and each of its Subsidiaries has good and defensible title to, valid leasehold interests in, or rights to use, all of its respective personal property material to its business as currently conducted (i) except in cases where the tenant failure to have such interest would not been complied with that remains outstanding or unresolved; reasonably be expected to result in a Material Adverse Effect and (ii) no Group Company has terminated or been notified free of all Liens, other than those permitted by Section 6.02. (e) Each member of the termination Holding Company Group exclusively owns or has the valid and enforceable right to use all Intellectual Property that is necessary for the operation of their respective businesses as currently conducted, except where failure of the foregoing would not reasonably be expected to have a Material Adverse Effect. The conduct of the businesses of each member of the Holding Company Group and such entity’s use of owned Intellectual Property have not and do not infringe, misappropriate, or violate, any third-party Intellectual Property, except where such infringement, misappropriation nor violation of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid Intellectual Property owned by any member of the Holding Company 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 validity or proceedings pursuant effectiveness of any Intellectual Property of any member of the Holding Company Group, nor does any Party know of any such claim, and, to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (knowledge of the Parties, the use of any Intellectual Property by any member of the Holding Company Group or equivalent legislation the granting of a right or a license in respect of any Intellectual Property from any member of the jurisdiction in which Holding Company Group does not infringe on the relevant rights of any Person. To the knowledge of any Loan Party, no Person is infringing any Intellectual Property is located) or any other pending legal proceedings as regards or in connection with owned by a member of the Properties where a Group Holding Company is a partyGroup.

Properties. 9.1 The Properties Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good, marketable indefeasible fee simple title to the Owned Real Property, free and clear of any Lien (other than Permitted Liens); (ii) with respect to the real property leased, subleased or licensed to or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”), the lease, sublease, license or occupancy agreement for such property is valid, and binding on and enforceable by/against the Company or its Subsidiaries, as applicable (except those which are cancelled, rescinded or terminated after the only landdate of this Agreement in accordance with their terms and subject to applicable bankruptcy, buildings insolvency, fraudulent transfers, reorganization, moratorium and premises ownedother laws, controlledaffecting creditors’ rights generally and general principles of equity), usedand to the knowledge of the Company, leased each other party thereto, and in full force and effect, and none of the Company or occupied any of its Subsidiaries is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Group Companies. 9.2 A Group Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder; (iii) with respect to any real property leased, subleased or licensed by the Company or any of its Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the sole legal parties thereto (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and beneficial owner subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity) and in possession full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (iv) all buildings, structures, fixtures and improvements included within the Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and to the knowledge of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession Company, there are no facts or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over conditions affecting 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 Improvements that, in the original tenant or in respect of which it entered into a covenant aggregate, would reasonably be expected to interfere with the landlord to observe and perform the tenant’s covenants under that lease current use, occupancy or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each operation thereof. Section 4.18 of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions Disclosure Schedule contains a true and complete list of all Owned Real Property or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeased Real Property.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Section 4.18(a) of the Group CompaniesPost Disclosure Letter sets forth a list of the common name and address of each facility and real property owned or ground leased (as lessee or sublessee) by Post or any Post 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 “Post Property” and collectively referred to herein as the “Post Properties”). Section 4.18(a) of the Post Disclosure Letter sets forth a list of the common name and address of each facility and real property which, as of the date of this Agreement, is under contract by Post or a Post Subsidiary for purchase or which is required under a binding contract to be ground leased by Post or a Post Subsidiary after the date of this Agreement, and Post has provided to MAA as of the date hereof true, correct and complete copies of such contracts. Except as set forth in Section 4.18(a) of the Post Disclosure Letter, there are no real properties that Post or any Post Subsidiary is obligated to buy or ground lease at some future date. Section 4.18(a) of the Post Disclosure Letter sets forth a list of the common name, city and state of each for-rent multi-family apartment project which (i) Post or any Post Subsidiary developed or constructed on or after January 1, 2009, and (ii) which Post or any Post Subsidiary sold, disposed or transferred, directly or indirectly, in whole or in part, on or after January 1, 2009. 9.2 A Group Company is the sole legal (b) Post or a Post Subsidiary owns good and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession valid fee simple title or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances a good and valid ground lease interest (other than the Permitted Encumbrancesas applicable) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Post Properties: , in each case, free and clear of Liens, except for Post Permitted Liens. For the purposes of this Agreement, “Post Permitted Liens” shall mean any (i) no Group Company has received written notice Liens that result from any covenants, conditions statutory or agreements contained other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in the relevant leases good faith by appropriate proceedings and for which there are adequate reserves on the part financial statements of the landlord or the tenant have not been complied with that remains outstanding or unresolved; Post (if such reserves are required pursuant to GAAP), (ii) no Group Company has terminated Liens imposed or been notified of the termination of any of its leases promulgated by Law, including zoning regulations, permits and no such termination has been threatened by the respective landlord in writing; licenses (but not including Liens imposed pursuant to CERCLA and similar state laws), (iii) there has been no written complaint Liens that are disclosed on the existing Post Title Insurance Policies made available by or on behalf of Post or any Post Subsidiary to MAA prior to the landlord received by date hereof and, with respect to ground leasehold interests, Liens on the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any underlying fee or leasehold interest of the Group Companies as tenant; applicable ground lessor, lessor or sublessor, or relate to Indebtedness otherwise disclosed in the Post Disclosure Letter, (iv) no rent any inchoate cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are not yet subject to penalty or the validity of which is or should be currently under review; and being contested in good faith by appropriate proceedings, and (v) there are no such imperfections in title, easements, restrictions, covenants and similar Liens that do not or will not interfere in any material manner with the current notices given by use of the landlord or the tenant or proceedings pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Post Properties (or equivalent legislation assuming its continued use in the jurisdiction manner it is currently used), or otherwise impair in which any material manner the relevant Property current operations of such Post Properties (assuming its continued use in the manner it is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partycurrently operated).

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Reserved. (b) Section 2.13(b) of the Group CompaniesDisclosure Schedule contains a true and correct list of each parcel of Leased Real Property applicable to each Real Property Lease being assigned to and assumed by Buyer and a summary description of offices and/or structures located on each parcel of Leased Real Property. True and correct copies of all Real Property Leases have been provided to Buyer. 9.2 A Group Company (c) Seller is the sole legal and beneficial owner in possession of the whole of lessee under each of the Freehold PropertiesReal Property Leases. Each Real Property Lease is in full force and effect and there is no existing Default by Seller or, to the Knowledge of Seller, any other party to such Real Property Leases, and no condition or circumstance exists which would constitute a Default by Seller nor, to Seller’s Knowledge, any other party thereto. 9.3 A Group Company has (d) Except for Permitted Liens or as described in its possession or held to its order the documents of title to all Section 2.13(d) of the Freehold Properties. 9.4 No Encumbrances (Disclosure Schedule, Seller’s interest in the Real Property Leases 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 Seller other than the Permitted Encumbrances) exist over any of the Properties lessor thereof or any relevant deeds mortgagees of such lessors. (e) Subject to Seller securing the respective landlords’ approvals to the extent required, the assignment of Seller’s rights in and to the Real Property Leases to Buyer will not cause a Default under any Real Property Leases or documents any Permitted Lien relating thereto to such Real Property Leases. (f) There is no Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any Real Property Leases, and no further Encumbrances have been consented tocondition or circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any such Real Property Leases. Asset Purchase Agreement – 2024 Human Bees, Inc. & ShiftPixy, Inc. Page 26 of 61 (g) All improvements on the Leased Real Property conform in all Material respects to all applicable state and local Laws or use restrictions, and the Leased Real Property is zoned for the various purposes for which the Leased Real Property and improvements thereon are presently being used by Seller. 9.5 No Group Company (h) Seller has assigned not received any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been pending or threatened by condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeased Real Property.

Properties. 9.1 The Properties are (i) Each Property Owner (a true, correct and complete list of which is set forth on Schedule 3.1(s)(i)) has (A) good and marketable fee simple title to the only landReal Property owned by such Property Owner, buildings free and premises ownedclear of all Liens other than the Permitted Liens applicable to it, controlledand (B) good and marketable leasehold title to the Real Property leased by such Property Owner, used, leased or occupied by any free and clear of all Liens other than the Group CompaniesPermitted Liens applicable to it. 9.2 A Group (ii) Except as set forth on Schedule 3.1(s)(ii), as the date hereof, neither the Company is nor any Property Owner has knowledge of, nor has it received any notice of, any non-recurring or special taxes or assessments or any planned public improvements that may result in a non-recurring or special tax or assessment with respect to the sole legal and beneficial owner in possession of Company, its Subsidiaries, its Investment Entities or the whole of each of the Freehold Properties. 9.3 A Group Company (iii) The Company, its Subsidiaries or its Investment Entities has in its possession or held to its order the documents of (A) good title to all of the Freehold Properties. 9.4 No Encumbrances (Personal Property owned by such Person, free and clear of all Liens other than the Permitted EncumbrancesLiens applicable to it and (B) exist over any a valid leasehold interest to all Personal Property leased by such Person, free and clear 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 all Liens other than Permitted Liens applicable to it. Each parcel of Real Property which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor hotel contains all levels of a tenant under a lease without receiving a full indemnity in respect Personal Property and inventories of its liability under that lease. 9.6 In relation supplies necessary to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained operate such hotel in the relevant leases on the part ordinary course of the landlord or the tenant have not been complied business, consistent with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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;past practice. (iv) no rent The lessee under each Ground Lease and under each Space Lease (where the Company, or any of its Subsidiaries or its Investment Entities is or should be currently under review; andlessee) is in peaceful and quiet possession of the Property demised thereunder. (vvi) there All utilities required for the operation of each parcel of Real Property either enter such Real Property through adjoining streets, or they pass through adjoining land, do so in accordance with valid public easements or irrevocable private easements, and all of said utilities are installed and operating. (vii) Except as set forth on Schedule 3.1(s)(vii), the present zoning (including, by means of special variances of record) of each parcel of Real Property permits the current use thereof (excluding isolated instances of non-compliance which are immaterial in nature). Neither the Company, its Subsidiaries, nor, to the knowledge of the Company, any of the Investment Entities, has knowledge of any fact, proceeding or threatened action or proceeding which could materially adversely affect the present zoning of any parcel of Real Property. (viii) There are no current notices given (A) unrecorded easements which are not shown on the Surveys, (B) strips or gores with respect to or affecting any parcel of Real Property (or portion thereof) which cause any related parcels of Land to be non-contiguous or (C) encroachments either by the landlord Improvements on any property owned by others or by any improvement owned by others on any parcel of the Real Property (other than encroachments which are immaterial in nature). Each parcel of Real Property has a right to access to and from such parcel of Real Property. (ix) Schedule 3.1(s)(ix) contains (A) a true, correct and complete list of all Title Insurance Policies, each of which is in full force and effect and (B) a list of all Title Reports previously delivered to the Purchaser 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 pending legal proceedings as regards or in connection with the Purchaser covering those Real Properties where a Group Company is a partynot insured by Title Insurance Policies.

Properties. 9.1 The Properties are the only land(a) Except as set forth in Schedule 2.11 attached hereto, buildings CLASSIC has good and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of marketable title to all properties and assets reflected on the CLASSIC Balance Sheet and Schedule, reflecting the property inventory and depreciation list (except properties and assets sold or otherwise disposed of In the Freehold Properties. 9.4 No Encumbrances (other than Ordinary Course after the Permitted Encumbrances) exist over any date of the Properties or any relevant deeds or documents relating thereto such CLASSIC Balance Sheet), free and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property clear of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: all Liens, except (i) no Group Company has received written notice that any covenantssuch Liens as are disclosed in Schedule 2.11, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases Liens for taxes not yet due and no such termination has been threatened by the respective landlord in writing; payable, (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent Liens of landlords, vendors, warehousemen and there are no arrears regarding the rent mechanics and ancillary costs to be paid by any of the Group Companies as tenant; (iv) no rent is such imperfections of title, easements and encumbrances, if any, as are not material in character, amount or should be currently under review; and (v) there are no current notices given by expense or do not materially detract from the landlord value or interfere with the tenant present use of the property subject thereto or proceedings pursuant to affected thereby. To the Landlord and best of ▇▇▇▇▇'▇ ▇▇▇ ▇▇▇▇ knowledge, all properties of CLASSIC (whether owned, leased or equivalent legislation contracted for management) are in compliance with all applicable laws, statutes, rules and regulations (including, without limitation, building, zoning and environmental laws) and all covenants, conditions, restrictions or easements affecting the property or its use or occupancy, and no notices of any violations thereof have been received. (b) Except as set forth in Schedule 2.11, each of the leases or contracts for management of property (collectively, the "Leases") under which the material properties of CLASSIC are leased (the "Leased Property") is unmodified and in full force and effect (in the jurisdiction form made available to CEC and attached and scheduled in which Section 2.14 hereof), and, there are no other agreements, written or oral, between CLASSIC and any third parties claiming an interest in CLASSIC's interest in the relevant Leased Property or otherwise affecting its management, use and occupancy thereof. Except as set forth m Schedule 2.11, is locatednot in default under the Leases, and no defaults (whether or not subsequently cured) by CLASSIC have been alleged thereunder which, in either case, could be reasonably expected to have a Material Adverse Effect. Each lessor named in any of the Leases is not in default thereunder, and no defaults (whether or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partynot subsequently cured) by such lessor have been alleged thereunder.

Properties. 9.1 The Properties are (a) Section 5.11(a) of the only land, buildings and premises owned, controlled, used, leased Company Disclosure Schedule lists all real property (1) owned by the Company or occupied by any of the Group Companies. 9.2 A Group Company is Subsidiaries or (2) leased or subleased to or by the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties Company Subsidiaries as tenant or any relevant deeds or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group sub-tenant, as the case may be. The Company has assigned any leasehold property delivered, or made available, to Parent complete and accurate copies of which it was the original tenant leases and subleases (each as amended to date) of the properties listed in Section 5.11(a) of the Company Disclosure Schedule. With respect to each lease and sublease of the properties listed in Section 5.11(a) of the Company Disclosure Schedule except as would not, individually or in respect of which it entered into the aggregate, have a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold PropertiesCompany Material Adverse Effect: (i) no Group Company has received written notice that any covenantsthe lease or sublease is a legal, conditions or agreements contained in the relevant leases on the part valid, binding, and enforceable obligation of the landlord Company or the tenant have not been complied with that remains outstanding Company Subsidiary, subject to applicable bankruptcy, insolvency, moratorium or unresolvedother similar laws relating to creditors’ rights and general principles of equity; (ii) no Group neither the Company has terminated nor any Company Subsidiary, or been notified to the knowledge of the termination Company any other party, is in breach or violation of, or default under, any such lease or sublease, and, to the knowledge of any the Company, no event has occurred, is pending or is threatened, which, after the giving of its leases and no such termination has been threatened notice or the lapse of time or both, would constitute a breach or default by the respective landlord in writing;Company or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; and (iii) there neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold. (b) Except as set forth in Section 5.11(b) of the Company Disclosure Schedule, the Company and each Company Subsidiary owns fee simple title to or has a valid leasehold interest in each of the real properties at which the Company or any Company Subsidiary conducts operations (the “Company Properties”), free and clear of all Encumbrances, and the Company Properties are not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”), except for (i) the matters set forth in Section 5.11(b) of the Company Disclosure Schedule, (ii) Property Restrictions imposed or promulgated by law or any Governmental Entity or authority with respect to real property, including zoning regulations, that do not materially and adversely affect the current use of the property, (iii) real estate taxes, Encumbrances, and Property Restrictions disclosed on existing title policies or reports or surveys that have been provided to Parent prior to the date of the Agreement, (iv) mechanics’, carriers’, suppliers’, workmen’s or repairmen’s liens and other Property Restrictions, if any, which, individually or in the aggregate, are not material in amount, do not materially detract from the value of, or materially interfere with, the present use of any of the Company Properties subject thereto or affected thereby, and do not otherwise materially impair business operations conducted by the Company and the Company Subsidiaries and which have arisen or been incurred only in the ordinary course of business or are set forth in the Company’s financial statements included in the Company SEC Reports filed prior to the date of this Agreement, and (v) with respect to leaseholds any Encumbrances on the landlord’s fee interest. Except as set forth in Section 5.11(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, have a Company Material Adverse Effect, no written notice of any violation of any law affecting any portion of any of the Company Properties has been no written complaint by the landlord received by the tenant alleging Company or any breaches nor Company Subsidiary from any refusal to accept rent and there are no arrears regarding Governmental Entity. (c) To the rent and ancillary costs to be paid by any knowledge of the Group Companies Company and except as tenant; (ivset forth in Section 5.11(c) no rent is or should be currently under review; and (v) there are no current notices given by of the landlord or Company Disclosure Schedule, the tenant or proceedings pursuant Company and the Company Subsidiaries own good title, free and clear of all Encumbrances, to the Landlord all personal property and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or non-real estate assets used in connection with the Properties where a Group business of the Company is a partyas presently conducted, except for (i) Encumbrances reflected in the Company Balance Sheet, (ii) Encumbrances or imperfections of title which are not, individually or in the aggregate, material in character, amount or extent and which do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, and (iii) Encumbrances for current Taxes not yet due and payable. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are, to the Company’s knowledge, in good condition and repair, except for ordinary wear and tear, to the extent necessary to permit the Company and the Company Subsidiaries to conduct their businesses as they are presently being conducted.

Properties. 9.1 The Properties are (a) Section 3.10 of the only landCompany Disclosure Schedule contains a true, buildings correct and premises complete list of (i) all Leased Real Property designating the 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, controlledleased, usedsubleased or managed by the Company or any Subsidiary which, leased 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 Leases 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. Neither the Company nor any of its Subsidiaries owns any real property or any other 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 applicable Subsidiary is in compliance in all material respects with all terms of each such Lease and, to the Company's knowledge, the other party or parties thereto are not in default of its or their obligations thereunder. (c) Neither the 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 Group CompaniesCompany, no such condemnation or other taking 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 has not been any interruption of the operations of the Company or its Subsidiaries since December 31, 2002 due to inadequate maintenance of any such properties. 9.2 A Group (d) Except as disclosed in the 2002 Audited Financial Statements, the Company is the sole legal or a Subsidiary owns outright and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession good and marketable fee or held to its order the documents of leasehold title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over its respective assets and properties, in each case free and clear of any of the Properties or any relevant deeds or documents relating thereto Lien. The Company, together with its Subsidiaries, has all necessary assets, equipment, contractual rights 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 properties to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained engage in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened business currently conducted by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent Company 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyits Subsidiaries.

Properties. 9.1 (a) The Properties Company and its Subsidiaries do not own any real property. (b) Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete description of all leases, licenses, permits, subleases, and occupancy agreements, together with any amendments, modifications and documentation evidencing exercise of any options or extensions thereto (the “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 and all of the Real Property Leases are in full force and effect, enforceable in accordance with their terms against the only landCompany or any Subsidiary party thereto and, buildings to the Knowledge of the Company, the counterparties thereto, (iii) neither the Company nor any of its Subsidiaries has received or provided any written notice of any event or occurrence that has resulted or would reasonably be expected to result (with or without the giving of notice, the lapse of time or both) in a default with respect to any of the Real Property Leases, (iv) none of the Leased Property is subject to any options, rights of first offer, rights of first refusal or other rights of any Person to lease, use or occupy any Leased Property or any portion thereof, and premises ownedno Person other than the Company and its Subsidiaries has any right to use, controlledoccupy or lease all or any portion of the Leased Property, and (v) the Leased Property constitutes all real property currently leased, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or for use in connection with the Properties where a Group business of the Company is a partyand its Subsidiaries.

Properties. 9.1 (i) The Properties Company and its Subsidiaries have good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets of the Company and its Subsidiaries (including the property and assets of the CSD), free and clear of all Liens, except as described on Schedule 3(q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. All such properties and assets are in good working order and condition, ordinary wear and tear excepted. Schedule 3(q) sets forth a complete and accurate list of the only landlocation, buildings by state and premises street address, of all real property owned, controlledlicensed or leased by the Company and its Subsidiaries and identifies the interest (fee, used, leased leasehold or occupied by any license) of the Group Companies. 9.2 A Group Company or Subsidiary therein. The Company or its Subsidiaries has valid leasehold interests in the leases described on Schedule 3(q) to which it is the sole legal a party. True, complete and beneficial owner in possession of the whole correct copies of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances such lease 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation delivered to each of the Leasehold Properties: Buyers (ior its representatives). Schedule 3(q) no Group Company has received written notice that any covenantssets forth with respect to each such lease, conditions or agreements contained the commencement date, termination date, renewal options (if any) and annual base rents. Each such lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. To the relevant leases on the part best knowledge of the landlord Company, no other party to any such lease is in default of its obligations thereunder, and none of the Company or any of its Subsidiaries (or any other party to any such lease) has at any time delivered or received any notice of default which remains uncured under any such lease and no event has occurred which, with the giving of notice or the tenant have not been complied with that remains outstanding passage of time or unresolved;both, would constitute a default under any such lease. (ii) no Group All Permits material to the Company has terminated or its Subsidiaries required to have been notified of issued to the termination of Company or its Subsidiaries with respect to the real property owned, licensed or leased by the Company or any of its leases Subsidiaries to enable such property to be lawfully occupied and no used for all of the purposes for which it is currently occupied and used (separate and apart from any other properties), have been lawfully issued and are in full force and effect and all such termination has been threatened by the respective landlord real property complies with all applicable Legal Requirements and Policies covering such properties in writing;all material respects. (iii) there Neither the Company nor any of its Subsidiaries have received any notice, nor has been no written complaint any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any real property owned, licensed or leased by the landlord received by the tenant alleging Company or any breaches nor 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;Subsidiary. (iv) no rent is No portion of any real property owned, licensed or should be currently under review; and (v) there are no current notices given leased 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) Company or any of its Subsidiaries has suffered any damage by fire or other pending legal proceedings casualty loss which has not heretofore been completely repaired and restored to its condition existing prior to such casualty. No portion of any improvements (other than paving, parking and landscaped areas) constructed on any of the real property owned, licensed or leased by the Company or any of its Subsidiaries is located in a special flood hazard area as regards or in connection with the Properties where a Group Company is a partydesignated by any Governmental Authority.

Properties. 9.1 The Properties are the only land, buildings FFB Disclosure Schedule sets forth a list of all real property owned by FFB and premises owned, controlled, used, leased or occupied by any its Subsidiaries and except as set forth in Section 3.22 of the Group Companies. 9.2 A Group Company is FFB Disclosure Schedule, and except for Liens arising in the sole legal ordinary course of business after the date hereof, FFB and beneficial owner its Subsidiaries have good and marketable title, free and clear of all Liens that are material to the financial condition of FFB and its Subsidiaries on a consolidated basis, to all their material properties and assets either tangible or intangible, real, personal or mixed, reflected in possession the financial statements of FFB as being owned by FFB and its Subsidiaries as of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held date thereof. All buildings, and all fixtures, equipment and other property and assets which are material to its order the documents business on a consolidated basis, held under leases or subleases by either of title to FFB or its Subsidiaries are held under valid instruments enforceable in accordance with their respective terms. Substantially all of the Freehold Properties. 9.4 No Encumbrances (FFB's and its Subsid iaries' equipment in regular use has been well maintained and is in good serviceable condition, reasonable wear and tear excepted. "Lien" shall mean any mortgage, lien, security, interest, pledge, hypothecation, encumbrance, restriction, reservation, encroachment, infringement, easement, conditional sale agreement, title retention or other security arrangement, default of title, adverse right or interest, charge or claim of any nature whatsoever of, on or with respect to, any property or property interest, other than the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsLiens for current property taxes not yet due and payable, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified for FFSB, pledges to secure deposits and other Liens incurred in the ordinary course of the termination of any of its leases banking business, and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where Liens that would not have a Group Company is a partyMaterial Adverse Effect on FFB.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any Except as disclosed in Section 3.01(k) of the Group Companies. 9.2 A Group Company Disclosure Schedule, the Company or one of its subsidiaries (i) has good and marketable title to all the properties and assets (A) reflected in the 2001 Balance Sheet as being owned by the Company or one of its subsidiaries (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after March 31, 2001 which are material to the Company's business on a consolidated basis, free and clear of all Liens. The Company has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company is a party (the "LEASES") and is in sole legal and beneficial owner in possession of the whole of each of properties purported to be leased thereunder. Each Lease is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the Freehold Properties. 9.3 A Group Company has in its possession respective parties thereto. There is no uncured breach or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases default exists on the part of landlord under any of the landlord 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 tenant have not been complied 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 suit, action, arbitration or other proceeding with that remains outstanding respect to the Leases or unresolved; (ii) no Group the premises leased under the Leases. The Company has terminated not received notice and does not otherwise have knowledge of any pending, threatened or been notified of contemplated condemnation proceeding affecting any premises owned or leased by the termination of Company or any of its leases and no subsidiaries or any part thereof or of any sale or other disposition of any such termination has been threatened owned or leased premises or any part thereof in lieu of condemnation. The real property leased to the Company under the Leases encompasses all real property used by the respective Company, and the Company owns no real property and does not have any options to purchase real property. The landlord in writing; (iii) there under each of the 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 no written complaint paid to the Company as tenant under such Leases. All insurance required to be maintained by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any Company under each of the Group Companies as tenant; (iv) no rent Leases 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 in full force and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyeffect.

Properties. 9.1 (a) (i) The Properties Company and each of its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible assets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens. (b) Section 4.21(b) of the only landCompany Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, buildings if any, currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and premises ownedcomplete list of all real property leased, controlled, used, leased subleased or otherwise occupied by the Company or any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 Subsidiaries in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease Company or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect any of its liability under that lease. 9.6 In relation to each Subsidiaries has annual rental obligations of the Leasehold Properties: $100,000 or more (i) no Group Company has received written notice that any covenantseach, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; a “Leased Real Property”), (ii) no Group the address for each Leased Real Property, (iii) current rent amounts payable by the Company has terminated or been notified its Subsidiaries related to such Leased Real Property and (iv) a description of the termination applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the 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 leases and Subsidiaries created by a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. There are no such termination has been threatened outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by the respective landlord in writing;any party under any Lease Agreement. (iiic) there has been no written complaint by With respect to each Leased Real Property, neither the landlord received by the tenant alleging any breaches Company nor any refusal of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to accept rent use or occupy such Leased Real Property or any portion thereof. The Company and there are no arrears regarding the rent each of its Subsidiaries enjoy peaceful and ancillary costs to be paid by any undisturbed possession 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 Owned Real Property and 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeased Real Property.

Properties. 9.1 The Properties are the only land, buildings (i) Acacia FSB and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company its Subsidiaries has in its possession or held to its order the documents of good and marketable title to all of the Freehold Properties. 9.4 No Encumbrances real property owned by it (other than the Permitted Encumbrances) exist over including any of the Properties property acquired in a judicial foreclosure proceeding 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor by way of a tenant under a lease without receiving a full indemnity deed in respect lieu of its liability under that lease. 9.6 In relation to foreclosure or similar transfer), in each case free and clear of the Leasehold Properties: any Liens except (i) no Group Company Liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which Acacia FSB or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect and neither Acacia FSB nor any of its Subsidiaries, nor, to Acacia FSB’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. Acacia FSB has received written notice that previously delivered to Buyer a complete and correct copy of each such lease. All real property owned or leased by Acacia FSB or any covenantsof its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conditions conform with all applicable ordinances, regulations and zoning laws and are considered by Acacia FSB to be adequate for the current business of Acacia FSB and its Subsidiaries. To the knowledge of Sellers, none of the buildings, structures or agreements contained other improvements located on any real property owned or leased by Acacia FSB or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. Acacia FSB and its Subsidiaries, as lessee, have the right under valid and enforceable leases of the real properties used by Acacia FSB and its Subsidiaries in the relevant leases on the part conduct of the landlord their businesses to occupy or the tenant have not been complied with that remains outstanding or unresolved;use all such properties as presently occupied and used by each of them. (ii) no Group Company Acacia FSB and each of its Subsidiaries has terminated good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or been notified extent, and that do not materially detract from the value, or materially interfere with the present use of the termination properties subject thereto or affected thereby. With respect to personal property used in the business of Acacia FSB and its Subsidiaries that is leased rather than owned, neither Acacia FSB nor any of its leases and no Subsidiaries is in default under the terms of any such termination has been threatened by the respective landlord in writing;lease. (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal With respect to accept rent and there are no arrears regarding the rent and ancillary costs all agreements pursuant to be paid by which Acacia FSB or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, Acacia FSB or such Subsidiary, as the Group Companies as tenant; (iv) no rent is case may be, has a valid, perfected, first priority lien 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 security interest in the jurisdiction in which securities or other collateral securing the relevant Property is located) repurchase agreement, and the value of such collateral equals or any other pending legal proceedings as regards or in connection with exceeds the Properties where a Group Company is a partyamount of the debt secured thereby.

Properties. 9.1 The Properties are (a) Neither the only landCompany nor any Subsidiary owns real property, buildings and premises ownedexcept for the Leased Real Property (as defined below) and any real property used pursuant to any warehousing Contracts, controlled, used, leased no Person owns any real property used by the Company or occupied by any of Subsidiary except the Group CompaniesCompany. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group (b) The Company has in its possession made available to Purchaser complete and correct copies of all real property leases and subleases and any and all amendments or held modifications pertaining thereto to its order which the documents of title to Company or any Subsidiary is a party or is bound (the “Leases”). The real property demised by the Leases (the “Leased Real Property”) constitutes all of the Freehold Properties. 9.4 No Encumbrances (other than real property used by the Permitted Encumbrances) exist over any Company and its Subsidiaries. Each of the Properties Leases under which the Company or a Subsidiary is a tenant (including any option to purchase contained therein) is legal, valid, binding and enforceable and in full force and effect and is enforceable against the landlord which is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, and there exists no material default or event of default (or any relevant deeds event that with notice or documents relating thereto and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property lapse of which it was the original tenant time or in respect both would become a material default or event of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (idefault) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord Company or such Subsidiary under any Lease. Neither the tenant Company nor any Subsidiary has assigned or sublet its interest under any Lease that will survive Closing. With respect to each Lease, (i) all rents, deposits and additional rents due pursuant to such Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Lease that has not been complied with that remains outstanding or unresolved; redeposited in full, and (ii) no Group neither the Company nor any Subsidiary has terminated received any notice that the owner of any Leased Real Property has made any assignment, mortgage, pledge or been notified hypothecation of such Lease or the rents or use fees due thereunder. All of the termination Leased Real Property is in good condition and repair (subject to normal wear and tear). (c) Each of the Company and its Subsidiaries owns good and marketable title to, or a valid leasehold interest in, or a valid license to use, all of its tangible personal property and assets shown to be owned, leased or licensed by the Company or the Subsidiaries on the Latest Balance Sheet (except to the extent such property was sold and replaced in the Ordinary Course of Business since the Latest Balance Sheet Date) or acquired thereafter, free and clear of all Liens, except for Permitted Liens and Liens that will not survive Closing (and, with respect to leases and licenses, the rights of the other parties specified therein). The tangible personal property and assets of the Company and its Subsidiaries are free from material defects and in good operating condition and repair (subject to normal wear and tear). The Company or one of the Subsidiaries is in possession of all the tangible personal property and assets owned, leased or licensed by the Company and/or its Subsidiaries. (d) The Company and the Subsidiaries are the only entities through which the Business is conducted. The assets and property (real and personal), tangible and intangible, currently owned, leased, licensed, used or held for use by the Company and its Subsidiaries are sufficient in all material respects for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing, other than for planned capital expenditures in the Forecast. (e) The Company, with respect to any part of the Leased Real Property, is not, (i) to its Knowledge, in violation of any zoning, subdivision or building Law applicable thereto; (ii) subject to the taking by condemnation, expropriation or eminent domain of its leases and no any part of such termination has been threatened by the respective landlord in writing; property; (iii) there has been no written complaint by subject to the landlord received by the tenant alleging any breaches nor any refusal commencement of enforcement proceedings with respect 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; delinquent Taxes; or (iv) no rent is in violation of any material condition 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 agreement contained in the jurisdiction in which the relevant Property is located) any easement, restrictive covenant or any other pending legal proceedings as regards similar instrument or in connection with the Properties where a Group Company is a partyagreement.

Properties. 9.1 The Properties are (a) Neither the only land, buildings and premises owned, controlled, used, leased or occupied by Company nor any of the Group Companiesits Subsidiaries owns any real property. 9.2 A Group (b) Except for any individual item of property with a fair market value of less than $100,000 (provided that all such items have a fair market value of less than $500,000 in the aggregate) or as would not reasonably be expected to be material to the Company is and its Subsidiaries, taken as a whole, the sole legal Company and beneficial owner its Subsidiaries have valid title to, or a valid leasehold interest in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession (or held other valid right to its order the documents of title to use), all of the Freehold Propertiestangible personal property used by them in their respective business, free and clear of all Liens, except for Permitted Liens. 9.4 No Encumbrances (other than c) The real property demised by the Permitted Encumbrancesleases described on Schedule 3.11(c) exist over any (each, a “Real Property Lease” and collectively, the “Real Property Leases”), constitutes all of the Properties real property leased or any relevant deeds or documents relating thereto subleased by the Company and no further Encumbrances have been consented toits Subsidiaries. 9.5 No Group (d) Except as set forth on Schedule 3.11(d) or as would not reasonably be expected to be material to the Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into and its Subsidiaries, taken as a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: whole, (i) no Group Company has received written notice that any covenants, conditions or agreements contained the Real Property Leases are in the relevant leases on the part full force and effect and are valid and binding obligations of the landlord Company or one of its Subsidiaries and, to the tenant have not been complied Knowledge of the Company, the other parties thereto and enforceable in accordance with its terms, except (x) to the extent that remains outstanding enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or unresolved; other Laws affecting the enforcement of creditors’ rights generally and (y) to the extent that enforceability may be limited by general equitable principles and by Laws related to the availability of specific performance, injunctive relief or other equitable remedies, and (ii) there is no Group existing material default or event of default by the Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Property 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 respective landlord in writing;Company or its Subsidiary (as applicable). (iiie) there has been no written complaint by Except as set forth on Schedule 3.11(e) neither the landlord received by the tenant alleging any breaches Company nor any refusal Company Subsidiary leases or subleases any real property subject to accept rent and there are no arrears regarding the rent and ancillary costs a Real Property Lease 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a third party.

Properties. 9.1 The Properties (a) Company has good, valid and marketable title to, or in the case of leased properties and assets, valid leasehold interests in, all the material assets and properties that it owns or uses and that are reflected on the only landRecent Balance Sheet or that were thereafter acquired (except for assets and properties sold, buildings consumed or otherwise disposed of in the Ordinary Course of Business since such date), and premises such assets and properties are owned free and clear of all Liens, except Permitted Liens. (b) Schedule 4.09(b) sets forth a list of all real property owned, controlled, used, leased used or occupied by Company. Company has good and marketable fee simple title to the Owned Real Property, subject only to Permitted Liens. Company has a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession in all material respects of, the Leased Real Property and all other real properties used by Entity, subject only to any Permitted Liens. Each of the Real Property Leases listed on Schedule 4.09(b) is the legal, valid and binding obligation of Company and, to Company’s Knowledge, of the other parties thereto, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles. True and complete copies of the Real Property Leases previously have been made available to Buyer. Neither Company nor, to Company’s Knowledge, any other party thereto, is in material breach of or default under any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 Real Property Leases. With respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each parcel of the Leasehold Properties: Owned Real Property and each parcel of Leased Real Property, (i) there is no Group Company has received written notice that any covenantscondemnation proceeding or lawsuit pending or, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; to Company’s Knowledge, threatened, regarding such parcel, and (ii) no Group Company has terminated or been notified of valid and enforceable rights to vehicular access to such parcel that are the termination of any of its leases and no such termination has been threatened same as those currently used by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyCompany.

Properties. 9.1 The Properties are Subject to the only land, buildings provisions of Section 5.5 hereof: (a) Borrower and/or each Subsidiary Mortgagor has good and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of marketable title to all of the Freehold Mortgaged Properties, subject to no mortgage, security interest, pledge, lien, charge, encumbrance or title retention or other security agreement or arrangement of any nature whatsoever, except Permitted Encumbrances. Borrower shall, and shall cause each Subsidiary Mortgagor to, forever warrant and defend the title of their respective Mortgaged Properties against the lawful claims and demands of all persons whomsoever subject to the Permitted Encumbrances. 9.4 No (b) There are no pending or, to the best knowledge of Borrower, threatened proceedings or actions to revoke, attack, invalidate, rescind, or modify in any material respect (i) the zoning of any Mortgaged Property or any part thereof, or (ii) any building or other permits heretofore issued with respect to any Mortgaged Property or any part thereof, or asserting that any such zoning or permits do not permit the operation of any Mortgaged Property or any part thereof or that any improvements located on such Mortgaged Property cannot be operated in accordance with its intended use or is in violation of applicable Use Requirements. (c) The Mortgage covering each such Mortgaged Property creates a valid and, except for unrecorded Mortgages, enforceable first Lien, on such property described therein, as security for the repayment of the Indebtedness incurred by the Borrower hereunder and under the other Loan Documents, subject only to the Permitted Encumbrances applicable to such property. (d) The Collateral is now, and so long as the Commitment remains in effect or any monetary obligation to the Agent or the Lenders hereunder or under the Promissory Notes or the other Loan Documents shall remain unpaid, will be owned solely by the Borrower, and said Collateral, including the proceeds resulting from the sale or other disposition (other than the Permitted Encumbrances) exist over any Transfers of the Properties Mortgaged Property) thereof, is and will remain free and clear of any Liens except the Liens granted pursuant to the Loan Documents to the Agent and the Lenders, which Liens to the Agent and the Lenders shall, at all times, be first and prior on the Collateral and all proceeds resulting from the sale or any relevant deeds or documents relating thereto other disposition thereof, and no further Encumbrances have been consented toaction need be taken to perfect said Liens. 9.5 No Group Company (e) Neither the existence of any improvements upon a Mortgaged Property nor the intended use or condition of any Mortgaged Property violates in any material respect any Use Requirements. With respect to each Mortgaged Property, neither the zoning nor any other right to carry on the use of such Mortgaged Property as an extended stay facility, including such ancillary facilities related thereto, is to any extent dependent upon or related to any other real estate. Each Mortgaged Property may be operated as an extended stay facility with such ancillary facilities related thereto and the Borrower has assigned received no written notices from any leasehold property Governmental Authorities alleging any violation by any Mortgaged Property of which it was the original tenant or in respect any Requirement of which it entered into a covenant with the landlord Law, including but not limited to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseapplicable Use Requirements. 9.6 In relation (f) There are no pending or, to the knowledge of the Borrower, threatened proceedings relating to any (i) taking by eminent domain or other condemnation of any portion of any Mortgaged Property, (ii) condemnation or relocation of any roadways abutting any Mortgaged Property and (iii) denial of access to any Mortgaged Property from any point of access to such Mortgaged Property, in any such case not accounted for in the Plans and Specifications. (g) Each Mortgaged Property has adequate and permanent legal access to water, gas, and electrical supply, storm, and sanitary sewerage facilities, other required public utilities (with respect to each of the Leasehold Properties:aforementioned items by means of either a direct connection to the source of such utilities or through connections available on publicly dedicated roadways directly abutting such Mortgaged Property), and means of access between such Mortgaged Property and public highways over recognized curb cuts, and all of the foregoing comply with all applicable Use Requirements. (ih) Each Mortgaged Property constitutes a legally subdivided lot under all applicable Use Requirements (or, if not subdivided, no Group Company has received written notice that any covenants, conditions subdivision or agreements contained in the relevant leases on the part platting of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 Mortgaged Property is located) or any other pending legal proceedings required under applicable Requirements of Law), and for all material purposes each Mortgaged Property may be mortgaged, conveyed, and otherwise dealt with as regards or in connection with the Properties where a Group Company is a partyan independent parcel.

Properties. 9.1 The Properties are Neither the only landCompany nor any of its Subsidiaries owns or has ever owned any real property nor is either party to any agreement to purchase or sell any real property. Section 3.7(a) of the Company Disclosure Letter sets forth a list of all real property currently leased, buildings and premises owned, controlled, used, leased licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would reasonably be expected to constitute a material default) by the Company or any of its Subsidiaries, or to the knowledge of the Company, by any other party thereto. The Company or its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. To the knowledge of the Company, no parties other than the Company or any of its Subsidiaries have a right to occupy any Leased Real Property. To the knowledge of the Company, the Leased Real Property is in compliance, in all material respects, with Legal Requirements and neither the operations of the Company nor any of its Subsidiaries violate in any material respects any Legal Requirements relating to such property or operations thereon. The Company and each of its Subsidiaries has performed all of its material obligations under any material termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing Liability with respect to such terminated real property leases. The Leased Real Property and the physical assets of the Company and the Subsidiaries contained therein are, in all material respects, in good condition and repair, subject to normal wear and tear. Neither the Company nor any of its Subsidiaries would reasonably be expected to be required to expend more than $25,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease Documents, provided that the condition of the Leased Real Property is in the same condition as it is as of the date of this Agreement, and that such surrender is at the end of the term of the lease of such Leased Real Property. Neither the Company nor any Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Group CompaniesLeased Real Property. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 (a) The Properties are Company does not own any real property, nor has the only land, buildings Company ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and premises owned, controlled, used, accurate list of all real property currently leased by the Company or otherwise used or occupied by any the Company for the operation of the Group Companies. 9.2 A Group Company is Company's business (the sole legal and beneficial owner in possession "Leased Real Property"), the name of the whole lessor, the name and date of each of the Freehold Properties. 9.3 A Group lease agreement related thereto and each amendment thereto. The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in its possession or held relating to its order the documents of title to Leased Real Property, including all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto amendments, terminations 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsmodifications thereof, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding other lease agreements for real property affecting the rent real property or to which Company is bound. All such lease Contracts are valid and ancillary costs enforceable and not in default by the Company, or to the Knowledge of the Company, the other party thereto, no rentals are past due, and no circumstance exists, which, with notice, the passage of time or both, could constitute a default by the Company, or to the Knowledge of the Company, the other party thereto under any such lease agreement. The Company has received no notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such lease agreement, which has not been fully remedied and withdrawn. The consummation of the First Merger, the Second Merger, and the other transactions contemplated hereby will not affect the enforceability against any person of any such lease agreement or the rights of the Company, the First-Step Corporation or the Surviving Corporation to the continued use and possession of the real property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. (b) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except Liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which do not detract from the value or interfere with the present use of the property subject thereto or affected thereby. The foregoing assets and the Company Intellectual Property constitute all of the assets used in, and necessary for, the business of the Company as currently conducted or currently contemplated to be paid by any conducted. (c) Section 3.14(c) of the Group Companies Disclosure Schedule contains a complete and accurate list of all material items of equipment owned or leased by the Company, and such equipment is adequate for the conduct of the business of the Company as tenant;currently conducted and as currently contemplated to be conducted and in good operating condition, regularly and properly maintained, subject to normal wear and tear. (ivd) no rent is The Company has sole and exclusive ownership, free and clear of any Liens, of all customer lists, customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers not reserved by such customer. No person other than the Company possesses any claims or should be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings pursuant rights with respect to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyuse of such customer information.

Properties. 9.1 (a) The Properties are the only landAcquired Companies have a valid leasehold interest, buildings free and premises ownedclear of all Liens, controlledother than Permitted Liens, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Leased Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesb) exist over any Section 2.12(b) 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 observe and perform the tenant’s covenants under that lease or has been or Disclosure Schedule sets forth each Real Property Lease. Each Real Property Lease is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each legal, valid and binding obligation of the Leasehold Properties: Acquired Company party thereto, enforceable against such Acquired Company, and, to the Company’s knowledge, enforceable against the other party thereto, in accordance with its terms (except that the enforcement thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law). (c) Since January 1, 2013, no Group Acquired Company has received written notice of any, nor, to the Company’s knowledge, has any Acquired Company received notice otherwise of any, material default by any Acquired Company under any Real Property Lease that has not been resolved. (d) None of the Acquired Companies is a sublessor or grantor under any covenantssublease or other instrument granting to any other Person any right to the possession, conditions lease, occupancy or agreements contained enjoyment of any Leased Property. The use and operation of the Leased Properties in the relevant leases on the part conduct of the landlord each Acquired Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group agreement. No Acquired Company has terminated or been notified of received written notice or, to the termination Company’s knowledge, notice otherwise, of any of its leases and no such termination has been threatened by the respective landlord condemnation, expropriation or other proceeding in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by eminent domain affecting any of the Group Leased Properties or any portion thereof or interest of the Acquired Companies as tenant;therein. (ive) no rent is The Company has made available to Purchaser all title reports, surveys, title policies, environmental audits or should be currently reports, maintenance reports, permits and appraisals with respect to all Leased Properties to the extent any of the foregoing are in the possession of any Acquired Company or the agents under review; andits control. (vf) there are no current notices given No Acquired Company has leased or sublet, as lessor, sublessor, licensor or the like, any of the Leased Properties to any Person. (g) The Leased Properties constitute all of the real property utilized 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyAcquired Companies.

Properties. 9.1 The Properties 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 in policies for title insurance of such properties delivered to FFI, and including, but not limited to the matters Previously Disclosed, (iii) survey imperfections set forth in surveys of such properties delivered to FFI or (iv) as Previously Disclosed. With respect to such real property 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 matters described in clauses (i)-(iv) hereof). CFB has delivered true, correct and complete copies of such lease(s), together with all 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 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 its Subsidiaries has the benefit of a non-disturbance agreement from the holder or beneficiary of such mortgage, deed of trust or other security instrument that provides that CFB’s or its Subsidiaries’ use and enjoyment of the real property subject to such lease will not be disturbed as a result of the landlord’s default under any such mortgage, deed of trust or other security instrument, provided CFB and its Subsidiaries are not in default of any of their obligations pursuant to any such lease beyond the only landexpiration of any notice and cure periods. Except as Previously Disclosed, buildings all real and premises owned, controlled, used, leased personal property owned by CFB or occupied its Subsidiaries or presently used by any of them is in good condition (ordinary wear and tear excepted) and is sufficient to carry on their business in the Group Companies. 9.2 A Group Company is the sole legal ordinary course of business consistent with its past practices. CFB and beneficial owner in possession its Subsidiaries have good and marketable and insurable title, free and clear of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title all Liens to all of the Freehold Properties. 9.4 No Encumbrances (their material properties and assets, other than the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: real property, except (i) no Group Company has received written notice that any covenants, conditions or agreements contained pledges to secure deposits incurred in the relevant leases on the part ordinary course of the landlord or the tenant have not been complied its banking business consistent with that remains outstanding or unresolved; past practice, (ii) no Group Company has terminated such imperfections of title and encumbrances, if any, as are not material in character, amount or been notified of the termination of any of its leases extent and no such termination has been threatened by the respective landlord in writing; as Previously Disclosed and (iii) there has been no written complaint as Previously Disclosed. All personal property which is material to CFB’s or its Subsidiaries’ business and leased or licensed by the landlord received by the tenant alleging any breaches nor 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 CFB or its Subsidiaries is or should be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyEffective Time.

Properties. 9.1 The Properties (a) All real property and interests in real property owned in fee by OUTD or any OUTD Subsidiary (individually, an “OUTD Owned Property”) are the only land, buildings and premises owned, controlled, used, leased or occupied by any set forth on Section 3.11(a) of the Group Companies. 9.2 A Group Company is the sole legal OUTD Disclosure Schedule. With respect to each material OUTD Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and beneficial owner other similar restrictions, and (C) discrepancies, conflicts in possession boundary lines, shortages in area, encroachments, or any other non-monetary Liens of the whole of each of the Freehold Properties. 9.3 A Group Company a minor nature: (i) OUTD or an OUTD Subsidiary has in its possession or held to its order the documents of good and marketable fee simple title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsmaterial OUTD Owned Property, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) there are no Group Company has terminated outstanding options or been notified rights of the termination first refusal in favor of any of its leases and no such termination has been threatened by the respective landlord in writing; other party to purchase any material OUTD Owned Property or any portion thereof or interest therein, (iii) there has been are no written complaint by the landlord received by the tenant alleging leases, subleases, licenses, options, rights, concessions or other agreements affecting any breaches nor any refusal to accept rent portion of material OUTD Owned Properties and there are no arrears regarding the rent parties (other than OUTD or any OUTD Subsidiary) in possession of any material OUTD Owned Property, and ancillary costs (iv) to be paid by OUTD’s knowledge, there are no physical conditions or defects at any of the Group Companies 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 tenant;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. (ivb) All real property and interests in real property leased by OUTD or any OUTD Subsidiary and any prime or underlying leases related thereto (individually, an “OUTD Leased Property”; OUTD Owned Property and OUTD Leased Property being sometimes referred to herein collectively as “OUTD Property”) are set forth on Section 3.11(b) of the OUTD Disclosure Schedule. OUTD or an OUTD Subsidiary has 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 date hereof, a true, correct and complete copy of each lease for OUTD Leased Property, together with any amendments or modifications thereto (individually, a “OUTD Real Property Lease”) for each OUTD Leased Property has been made available to IM. With respect to each OUTD Real Property Lease, (i) each lease is valid, binding and in full force and effect and 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 event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent thereunder, and (iii) neither OUTD nor any of its Subsidiaries is currently subleasing, licensing or should be currently under review; and (v) otherwise granting any Person the right to use or occupy such OUTD Leased Property or any portion thereof, and there are no current notices given by parties (other than OUTD or any OUTD Subsidiary) in possession of any OUTD Leased Property or any portion thereof. (c) The OUTD Property comprises all Real Property used in the landlord or conduct of the tenant or proceedings pursuant 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 Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or knowledge of OUTD, there are no threatened, condemnation proceedings with respect to any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyOUTD Property.

Properties. 9.1 The Properties are (a) Each of the only landAdvisor Group Entities has good and valid title to all personal property that it purports to own, buildings and premises owned, controlled, used, free of Liens other than Permitted Liens. With respect to personal property that is leased or occupied by any Advisor Group Entity (“Leased Personal Property”), the lessee has a valid leasehold interest in the Leased Personal Property, free of Liens other than Permitted Liens, the ownership interest of the Group Companies. 9.2 A Group Company is lessor and the sole legal lessor’s rights under the lease. All those leases are in full force and beneficial owner in possession of the whole effect and constitute valid and binding obligations of each of the Freehold PropertiesAdvisor 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 other party to 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. 9.3 A Group Company has in its possession or held to its order the documents of title to all (b) None of the Freehold Properties. 9.4 No Encumbrances Advisor Group Entities owns any real property. A true and complete copy of 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 than supplements thereto, collectively, the Permitted Encumbrances“Real Property Leases” and such property, together with all buildings, structures and facilities located thereon, the “Leased Real Property”) exist over has heretofore been made available to PAC and PAC OP. Each Real Property Lease is valid, binding and enforceable against the applicable Advisor Group Entity in accordance with its terms and is in full force and effect (except as may be limited by the Equitable Exceptions). There are no uncured defaults in existence by any Advisor Group Entity in existence under 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsReal Property Leases which, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of aggregate, would result in the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any Real Property Leases. The consummation of the Group Companies as tenant; (iv) no rent is Transactions will not cause defaults or should be currently give rise to termination rights 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 Real Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeases.

Properties. 9.1 (a) The Properties Company or a Subsidiary of the Company has good title to or a valid and enforceable leasehold interest in, or enforceable license for, all material buildings, improvements, machinery, equipment and other tangible assets that are used by it in the only landconduct of the Business as presently conducted. Each tangible asset is free and clear of all Liens (other than Permitted Liens or Liens granted pursuant to Indebtedness to be repaid at the Closing). (b) Schedule 3.11 sets forth a complete and correct summary of all real property leases and sub-leases to which the Company or any of its Subsidiaries is party (collectively, buildings and premises ownedthe “Leases”). With respect to each real property lease pursuant to which such real properties are leased, controlledneither the Company nor any of its Subsidiaries, usednor, leased or occupied by to the Company’s Knowledge, any other party thereto, including the landlords under any of the Group CompaniesLeases, is in material default under any such Lease. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesc) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part Sellers have made available to Purchaser true and correct copies of the landlord or the tenant have not been complied with that remains outstanding or unresolved; Leases (including, without limitation, all assignments, subleases, amendments, supplements and other modifications thereof); (ii) no Group neither the Company nor its Subsidiaries, whichever is a party to such Lease, has terminated received any written notice from a landlord claiming any material breach or default by the Company or its Subsidiaries, whichever is a party to such Lease, as tenant under the Lease, which has not been notified cured; (iii) neither the Company nor its Subsidiaries, whichever is a party to such Lease, has sent written notice to any landlord under any Lease claiming that such landlord is in default, which default remains uncured; and (iv) neither the Company nor its Subsidiaries, whichever is a party to such Lease, are currently claiming or asserting any defenses, counterclaims, set-offs, offsets or abatements of or against, or disputes with respect to the termination of calculation of, the fixed rent, additional rents or any other charges payable under any Lease. (d) Neither the Company nor any of its leases and no such termination Subsidiaries has been threatened by given any guarantee or indemnity relating to the respective landlord Leases except as expressly set forth in writing;the copies of the Leases provided to Purchaser. (iiie) there has been no written complaint by Neither the landlord received by the tenant alleging Company nor its Subsidiaries owns any breaches nor real property, except with respect to those buildings and other improvements located on any refusal property subject 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 a Lease which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyground lease.

Properties. 9.1 The Properties are (i) Each Property Owner (a true, correct and complete list of which is set forth on Schedule 3.1(s)(i)) has (A) good and marketable fee simple title to the only landReal Property owned by such Property Owner, buildings free and premises ownedclear of all Liens other than the Permitted Liens applicable to it, controlledand (B) good and marketable leasehold title to the Real Property leased by such Property Owner, used, leased or occupied by any free and clear of all Liens other than the Group CompaniesPermitted Liens applicable to it. 9.2 A Group (ii) Except as set forth on Schedule 3.1(s)(ii), as the date hereof, neither the Company is nor any Property Owner has knowledge of, nor has it received any notice of, any non-recurring or special taxes or assessments or any planned public improvements that may result in a non-recurring or special tax or assessment with respect to the sole legal and beneficial owner in possession of Company, its Subsidiaries, its Investment Entities or the whole of each of the Freehold Properties. 9.3 A Group Company (iii) The Company, its Subsidiaries or its Investment Entities has in its possession or held to its order the documents of (A) good title to all of the Freehold PropertiesPersonal Property owned by such Person, free and clear of all Liens other than Permitted Liens applicable to it and (B) a valid leasehold interest to all Personal Property leased by such Person, free and clear of all Liens other than Permitted Liens applicable to it. Each parcel of Real Property which is a hotel contains all levels of Personal Property and inventories of supplies necessary to operate such hotel in the ordinary course of business, consistent with past practice. 9.4 No Encumbrances (other than iv) The lessee under each Ground Lease and under each Space Lease (where the Permitted EncumbrancesCompany, or any of its Subsidiaries or its Investment Entities is lessee) exist over is in peaceful and quiet possession of the Property demised thereunder. (v) As of the date hereof, neither the Company, nor any of its Subsidiaries or any of its Investment Entities has knowledge of any change or proposed change in the route, grade or width of, or otherwise affecting, any street, creek or road adjacent to or serving any parcel of Real Property. Within the period of eighteen (18) months prior to the date hereof, no portion of any of the Properties has suffered any material damage or had its operation curtailed in any relevant deeds material respect by fire, flood or documents relating thereto other casualty which has not heretofore been repaired and no further Encumbrances have been consented torestored to its original or better condition and paid or provided for, all in accordance with all applicable Governmental Regulations. 9.5 No Group Company has assigned any leasehold property (vi) All utilities required for the operation of which it was the original tenant each parcel of Real Property either enter such Real Property through adjoining streets, or they pass through adjoining land, do so in respect accordance with valid public easements or irrevocable private easements, and all of which it entered into a covenant with the landlord to observe said utilities are installed and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseoperating. 9.6 In relation (vii) Except as set forth on Schedule 3.1(s)(vii), the present zoning (including, by means of special variances of record) of each parcel of Real Property permits the current use thereof (excluding isolated instances of non-compliance which are immaterial in nature). Neither the Company, its Subsidiaries, nor, to each the knowledge of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsCompany, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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;Investment Entities, has knowledge of any fact, proceeding or threatened action or proceeding which could materially adversely affect the present zoning of any parcel of Real Property. (ivviii) There are no rent is (A) unrecorded easements which are not shown on the Surveys, (B) strips or should gores with respect to or affecting any parcel of Real Property (or portion thereof) which cause any related parcels of Land to be currently under review; andnon-contiguous or (C) encroachments either by the Improvements on any property owned by others or by any improvement owned by others on any parcel of the Real Property (other than encroachments which are immaterial in nature). Each parcel of Real Property has a right to access to and from such parcel of Real Property. (vix) there are no current notices given by Schedule 3.1(s)(ix) contains (A) a true, correct and complete list of all Title Insurance Policies, each of which is in full force and effect and (B) a list of all Title Reports previously delivered to the landlord Purchaser 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 pending legal proceedings as regards or in connection with the Purchaser covering those Real Properties where a Group Company is a partynot insured by Title Insurance Policies.

Properties. 9.1 The (a) Disclosure Schedule 4.22(a) contains a list of all leased real property used by Westport Inc or the HPDI Sellers in connection with the HPDI Business. All leases and other documents disclosed by Westport Inc about the Properties are true, accurate and complete in all material respects and the leases are the only landagreements under which any person has any right to lease, buildings and premises owned, controlled, used, leased use or occupied by occupy any portion of the Group CompaniesProperties, none of which has been amended or further modified, except as set out in Disclosure Schedule 4.22(a). 9.2 A Group Company (b) Westport Inc and each of the HPDI Sellers, as the case may be, is the sole legal and beneficial owner of the leasehold interest to all of the Properties, has a good and marketable leasehold interest pursuant to valid and enforceable leases, free and clear of all encumbrances, other than Permitted Liens, in respect of the Properties. To the Knowledge of Westport, there is no Person in unlawful possession or occupation of, or who has or claims any rights or easements of any kind in respect of, any Property or any part of any Property, adverse to the estate, interest, right or title of the relevant HPDI Seller. (c) Other than Permitted Liens, there are no Liens registered that interfere with the use and occupation of the Properties. None of Westport Inc or the HPDI Sellers, as the case may be, are in default of its obligations under any Permitted Lien. (d) The rents and other payments reserved by each lease in respect of the Properties have not been paid in advance of the time for payment under the applicable lease other than in accordance with the terms of the respective lease, save as set out in Disclosure Schedule 4.22(d). (e) None of Westport Inc or the HPDI Sellers, as the case may be, are in default of its obligations under the applicable leases relating to the Properties and no written notice has been given by Westport Inc or the applicable HPDI Seller purporting to terminate or surrender such lease prior to the expiry of the applicable term under such lease. No Property is subject to the payment of any outgoings (except the usual operating expenses, rates, utility charges and taxes) and principal rent, insurance premiums and service charges and all outgoings have been paid when due and there are no disputes about any payments under the leases relating to the Properties. (f) Westport Inc and the HPDI Sellers are in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its Properties and have not further transferred, assigned, hypothecated, pledged, mortgaged, sublet or otherwise parted with possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented toto another Person. 9.5 No Group Company (g) The Properties are accessible by public highways and serviced by public and/or private utilities that are necessary for the operation of the HPDI Business. (h) The improvements, systems and equipment constructed, installed or placed on the Properties are in compliance with all Applicable Law, including building codes and by-laws, in good operating condition and repair and adequate for the uses to which they are being put in connection with the HPDI Business. (i) The use of the Properties by Westport Inc and/ or the relevant HPDI Seller is in compliance with all Applicable Law and all necessary Permits and licences required to operate the HPDI Business or occupy the Properties, including, without limitation, zoning and land use by-laws and Westport Inc and the HPDI Sellers, as the case may be, possess all necessary licences and Permits to operate the HPDI Business from the Properties and is in compliance with the same. (j) Westport Inc has assigned not received notice of any leasehold property of which it was the original tenant alteration, repair, improvement or other work has been ordered, directed or requested in writing to be done or performed to or in respect of the Properties by any local, municipal, provincial, or other competent authority, which it entered into alteration, repair, improvement or other work has not been completed, except as would not, individually or in the aggregate, have a covenant with material and adverse effect on the landlord to observe operation of the HPDI Business. (k) All accounts for work and perform the tenant’s covenants under that lease services performed and materials placed or has been furnished upon or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under the Properties at the request of Westport Inc or the HPDI Sellers have been fully paid and satisfied, except for any such accounts that leaseare not past due at the date hereof. 9.6 In relation to each (l) No part of the Leasehold Properties:Properties has been taken or expropriated by any Governmental Entity or other competent authority nor has Westport Inc received any notice or proceeding in respect thereof been given or commenced. (im) Westport Inc and the HPDI Sellers are not indebted to any person, business, company or Governmental Entity which by operation of law or otherwise may constitute a Lien on the Properties or which could materially affect the right of Westport Inc, the HPDI Sellers or a member of the JV Group to lease and occupy the Properties and obtain revenue under the relevant leases. (n) Other than consents of the respective landlord to the leases, there are no Group Company has third party consents necessary to transfer, assign and convey the leases in respect of the Properties to a member of the JV Group. (o) Westport Inc and the HPDI Sellers have not received written notice that of any covenantsProceeding pending or threatened against Westport Inc, conditions or agreements contained in the relevant leases on HPDI Sellers or the part Properties or the occupancy and use thereof for the HPDI Business before any Governmental Entity which could materially affect the right of Westport Inc, the HPDI Sellers or a member of the landlord or JV Group to lease and occupy the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyProperties.

Properties. 9.1 The Properties are (i) Each of the only landCompany and its Subsidiaries has good and valid title to, buildings or in the case of leased tangible assets has valid and premises ownedenforceable leasehold interests in, controlledall of its material tangible assets, used, except as could not reasonably be expected to materially interfere with the ability of the Company and its Subsidiaries to use such assets in the business of the Company and its Subsidiaries as currently conducted. All such material properties and tangible assets leased by the Company or occupied by any of its Subsidiaries are free and clear of all Liens, except for Permitted Liens and Liens imposed on the Group Companiesunderlying fee interest in leased property. The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. 9.2 A Group Company is the sole legal and beneficial owner in possession (ii) Section 4.01(o)(ii) of the whole Company Letter sets forth, as of the date of this Agreement, a complete and correct list 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 of the Company and its Subsidiaries has valid and enforceable leasehold interests in all of its material Leased Real Properties, except as could not reasonably be expected to materially interfere with the ability of the Company and its Subsidiaries to use such properties in the business of the Company and its Subsidiaries as currently conducted. With respect to each Leased Real Property, (A) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (B) 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) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each of the Freehold PropertiesCompany and its Subsidiaries is in compliance with the terms of all leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. 9.3 A Group (iv) Section 4.01(o)(iv) of the Company Letter sets forth a complete and correct list of all real property and interests in real property owned by the Company or any of its Subsidiaries (each such property, an “Owned Real Property”). Each of the Company and its Subsidiaries has in its possession or held to its order the documents of good and valid title to all of the Freehold Properties. 9.4 No Encumbrances (Owned Real Property, free and clear of all Liens, other than Permitted Liens, zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the Permitted Encumbrances) exist over any of Owned Real Property which are not violated by the Properties or any relevant deeds or documents relating thereto current use 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 observe operation thereof and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in conditions, restrictions, easements and other similar matters of record affecting title to the relevant leases on Owned Real Property which are not violated by the part of current use and operation thereof. Neither the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of nor any of its leases and no such termination Subsidiaries has been threatened by (I) subleased, licensed or otherwise granted anyone the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging right to use or occupy any breaches nor 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 Owned Real Property is located) or any portion thereof, or (II) collaterally assigned or granted any other pending legal proceedings as regards security interest in any such Owned Real Property or in connection with the Properties where a Group Company is a partyany interest therein.

Properties. 9.1 The Properties are (a) Except as set forth on Schedule 3.12(a), (i) the only landCompany and its Subsidiaries has valid title to, buildings and premises ownedor a valid leasehold interest in (or other valid right to use), controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Propertiestangible personal property used by them in their respective business, free and clear of all Liens, except for Permitted Liens and (ii) the tangible personal property used by the Company and its Subsidiaries on the date hereof is free from material defects and in good operating condition and repair and, taken as a whole, is in adequate condition to conduct the business of the Company and its Subsidiaries in all material respects as the same is conducted on the date of this Agreement, normal wear, tear and maintenance excepted. 9.4 No Encumbrances (other than b) The real property demised by the Permitted Encumbrancesleases described on Schedule 3.12(b) exist over any (each, a “Real Property Lease” and collectively, the “Real Property Leases”) constitutes all of the Properties real property leased, subleased, occupied or any relevant deeds or documents relating thereto otherwise used by the Company and no further Encumbrances its Subsidiaries. True and correct copies of all such Real Property Leases have been consented tomade available to Parent. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (c) Except as set forth on Schedule 3.12(c), (i) no Group Company has received written notice that any covenants, conditions or agreements contained the Real Property Leases are in the relevant leases on the part full force and effect and are valid and binding obligations of the landlord Company or one of its Subsidiaries and, to the tenant have not been complied with that remains outstanding or unresolved; Knowledge of the Company, the other parties thereto, (ii) there is no Group existing material default or event of default by the Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Property Lease, nor any event which with notice or lapse of time or both would constitute a material default thereunder by the respective landlord in writing; Company or any Subsidiary (as applicable), (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding Proceedings pending or, to the rent and ancillary costs to be paid by any Knowledge of the Group Companies as tenant; Company, threatened that would reasonably be expected to curtail or interfere with the current use and operation of such property and (iv) no rent to the Knowledge of the Company, neither of the Company nor any Subsidiary, nor any landlord under any Real Property Lease is in material violation of any applicable building, zoning, health or should be other Law, contractual restriction or covenant or easements in respect of the use or occupation of the property and improvements subject to the Real Property Lease for the conduct of business as currently under review; andconducted as of the date of this Agreement, other than with respect to any Permitted Lien. (vd) there are no current notices given by Neither 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 Company nor any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partySubsidiary owns any real property.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) None of the Group CompaniesCompanies owns or has owned in the last three (3) years a fee interest in any real property. 9.2 A (b) Schedule 3.10(b) sets forth a true, accurate and complete list of all leases, subleases, licenses, and guaranties of real property pursuant to which any Group Company is the sole legal and beneficial owner in possession a tenant as of the whole date of this Agreement (the “Material Leases”), which list shall specify for each Material Lease the following: the parties, including any guarantors, address, monthly base rental amount and expiration date. Each Material Lease is valid and binding on the applicable Group Company party thereto, in full force and effect, all rent and other sums and charges due and payable by the applicable Group Company have been paid and enforceable in accordance with its terms (subject to proper authorization and execution of such Material Lease by the other parties thereto), except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any Action thereof may be brought. The Group Company party thereto, and, to the Company’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed by it under each Material Lease. The Company has delivered or made available to Buyer true, complete and accurate copies of each of the Freehold Properties. 9.3 A Material Leases, and none of such Material Leases have been modified as of the date hereof in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to Buyer. To the Company’s Knowledge, no Group Company has is in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over default in any material respect under any of the Properties or any relevant deeds or documents relating thereto and no further Encumbrances have been consented toMaterial Leases. 9.5 No (c) The Group Company has assigned any leasehold property of which it was Companies have good and valid title to, or otherwise have the original tenant or in respect of which it entered into right to use pursuant to a covenant with the landlord to observe valid and perform the tenant’s covenants under that enforceable lease or has been or is similar contractual arrangement, all of their respective tangible and intangible assets except for inventory sold in the ordinary course of business and not in violation of this Agreement, in each case, free and clear of any Liens, other than Permitted Liens, except as would not reasonably be expected to have a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseMaterial Adverse Effect. 9.6 In relation (d) Except as set forth in Schedule 3.10(d), to each of the Leasehold Properties: Company’s Knowledge: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 defects in any of the buildings leased by the landlord or Group Companies under the tenant or proceedings pursuant Material Leases that would materially impair the use of that property as currently used; and (ii) the premises, structures and buildings leased by the Group Companies under the Material Leases comply in all material respects with the legal requirements for their 28 operation as currently operated. There are no Actions pending or, to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation Company’s Knowledge, threatened by any Governmental Entity that could materially affect the continued operation of the locations identified in the jurisdiction Material Leases as currently used. (e) Except as set forth on Schedule 3.10(e), the Company has not received written notice of any pending or threatened appropriation or condemnation materially affecting and impairing the current use of any of the locations identified in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyMaterial Leases.

Properties. 9.1 The Properties are (a) Neither the only land, buildings and premises owned, controlled, used, Company nor any Company Subsidiary owns any real property. Section 5.12(a) of the Company Disclosure Schedule lists all real property leased or occupied subleased to or by the Company or any of the Group Companies. 9.2 A Group Company is Subsidiaries and lists the sole legal dates of and beneficial owner in possession 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 whole of leases and subleases (each as amended to date) listed in Section 5.12(a) of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 Disclosure Schedule. With respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Propertiessuch lease and sublease: (i) no Group Company has received written notice that any covenantsthe lease or sublease is a valid, conditions or agreements contained in the relevant leases on the part binding and enforceable obligation of the landlord Company or the tenant have not been complied with that remains outstanding Company Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or unresolvedother similar laws relating to creditors' rights and general principles of equity; (ii) no Group Company has terminated or been notified to the knowledge of the termination Company, neither the Company nor any Company Subsidiary, or to the knowledge of the Company, any of its leases other party, is in breach or violation of, or default under, any such lease or sublease, and no such termination event has been threatened 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 respective landlord in writingCompany or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; (iii) there has been no written complaint by neither the landlord received by the tenant alleging any breaches Company nor any refusal to accept rent and there are no arrears regarding Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the rent and ancillary costs to be paid by any of the Group Companies as tenantleasehold or subleasehold; (iv) to the knowledge of the Company, there are no rent is liens, mortgages, pledges, charges, security interests or should be currently under reviewother 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 (vvi) 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 in Section 5.12(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the 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 notices given Taxes not yet due and payable. The Company and the Company Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all property and assets personally leased by the landlord Company or the tenant Company Subsidiaries as now used, possessed and controlled by the Company or proceedings pursuant to the Landlord Company Subsidiaries, as applicable. All of the material plants, structures, machinery, equipment and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (other tangible personal property and assets owned or equivalent legislation used by the Company and the Company Subsidiaries are in materially good condition, maintenance and repair, except as such may be under construction and for ordinary wear and tear, are useable in the jurisdiction in ordinary course of business, and are adequate and suitable for the uses to which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partythey are being put.

Properties. 9.1 (a) GNTY or the Bank has good and marketable fee simple title to the Owned Real Estate free and clear of any Liens (other than Liens for Taxes not yet delinquent, non-monetary Liens on the Owned Real Estate that do not adversely affect the use or value of the Owned Real Estate in any material respect, pledges to secure deposits and other security provided in the ordinary course of business including, without limitation, security for Federal Home Loan Bank borrowings, federal funds, repurchase agreements and any other Liens disclosed in the GNTY Financial Statements and any other Permitted Exceptions). Schedule 3.1.5(a) contains a true and complete list by address of the Owned Real Estate owned by GNTY or the Bank as of the Execution Date. Except as set forth on Schedule 3.1.5(a), neither GNTY nor any GNTY Subsidiary: (i) lease or grant any Person (other than another GNTY Subsidiary) the right to occupy all or any part of the Owned Real Estate; (ii) other than to GBCI, has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Real Estate or any portion thereof or interest therein; or (iii) has received written notice of any pending, or, to the Knowledge of GNTY, threatened, condemnation proceeding affecting any Owned Real Estate or any portion thereof or interest therein. Neither GNTY nor any GNTY Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.1.5(b) contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the Execution Date for each Leased Real Estate (including the date and name of the parties to such Lease document). GNTY has delivered to GBCI a true and complete copy of each such Lease. With respect to each of the Leases: (i) such Lease is a legal, valid, binding and enforceable obligation of GNTY or a GNTY Subsidiary, as applicable, and in full force and effect; (ii) neither GNTY nor any GNTY Subsidiary nor, to the Knowledge of GNTY, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default on the part of GNTY or any GNTY Subsidiary under such Lease; (iii) GNTY’s or a GNTY Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of GNTY, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease (other than Liens for Taxes not yet delinquent, non-monetary Liens on the estate created by such Lease that do not adversely affect the use or value of such estate in any material respect, pledges to secure deposits and other security provided in the ordinary course of business including, without limitation, security for Federal Home Loan Bank borrowings, federal funds and repurchase agreements). Neither GNTY nor any GNTY Subsidiary has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has GNTY or any GNTY Subsidiary subleased, licensed, or otherwise granted any Person (other than another GNTY Subsidiary) a right to use or occupy such Leased Real Estate or any portion thereof. (c) The Properties are Owned Real Estate identified in Schedule 3.1.5(a) and the only landLeased Real Estate identified in Schedule 3.1.5(b) comprise all of the real property used or intended to be used in, or otherwise related to, the business of GNTY or any GNTY Subsidiary (collectively, the “Real Property”). To the Knowledge of GNTY, all buildings and premises ownedstructures on the Real Property and the equipment located thereon are in all material respects (i) in good operating condition and repair (ordinary wear and tear excepted) and (ii) in conformance with all ordinances, controlledregulations, used, leased or occupied by any of the Group Companieszoning and other Laws. 9.2 A Group Company is the sole legal (d) GNTY has delivered to GBCI true, accurate and beneficial owner in possession of the whole complete copies of each of the Freehold Propertiesfollowing to the extent in the possession or control of GNTY or its GNTY Subsidiaries and in any way related to the Real Property: (i) title policies together with legible copies of all underlying exceptions, (ii) zoning reports and zoning letters, and (iii) licenses and permits necessary for the use and occupancy of such real property for its current use. To the Knowledge of GNTY, no exceptions, reservations, or encumbrances have arisen or been created since the date of issuance of those policies that would interfere with the current use and occupancy of the Real Property (other than Liens for Taxes not yet delinquent). 9.3 A Group Company has (e) GNTY and each GNTY Subsidiary are in its possession of and have good and marketable title to, or held valid leasehold interests in or valid rights under contract to its order use, the documents machinery, equipment, furniture, fixtures, on-premises ATMs, security systems, safe deposit boxes (exclusive of title contents), vaults, sign structures and other tangible personal property and assets owned, leased, or used by GNTY or any GNTY Subsidiary, free and clear of all Liens (other than Liens for Taxes not yet delinquent, non-monetary Liens on the tangible personal property that do not adversely affect the use or value of the tangible personal property in any material respect, pledges to secure deposits and other security provided in the ordinary course of business including, without limitation, security for Federal Home Loan Bank borrowings, federal funds and repurchase agreements). (f) Schedule 3.1.5(f) lists all of the Freehold Properties. 9.4 No Encumbrances (other than Bank’s existing branches and offices, all off-site ATMs, and all new branches or offices that the Permitted Encumbrances) exist over any of the Properties Bank has applied to establish 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 purchase, along with the landlord estimated cost to observe and perform the tenant’s covenants under that lease establish or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leasepurchase those new branches. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 The Properties are (a) Item 2 of the only landCompany’s Annual Report on Form 10-K for the year ended September 30, buildings 2009 sets forth a true and premises owned, controlled, used, leased correct summary of the material real properties owned by the Company or occupied by any of its Subsidiaries (“Owned Real Property”) or otherwise used by the Group CompaniesCompany or any of its Subsidiaries in connection with the operation of their businesses as presently conducted. 9.2 A Group (b) Section 4.11(b) of the Company Disclosure Letter sets forth a complete list of all leases or licenses pursuant to which the Company and its Subsidiaries leases or licenses any real property (the “Leases”). Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) each Lease is a valid and binding obligation on the sole legal Company and beneficial owner each of its Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect; (ii) there is no breach or default under any Lease by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other party thereto; (iii) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its subsidiaries or, to the Knowledge of the Company, any other party thereto; (iv) the Company or one of its subsidiaries that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the whole properties purported to be leased or licensed thereunder; (v) no landlord under any Lease has given notice of each termination or non-renewal; and (vi) none of the Freehold Propertiesproperties under the Leases have gone dark or are otherwise vacant. 9.3 A Group (c) Either the Company or a Subsidiary of the Company has good title to, or a valid leasehold interest in, easement or right to use, all of its properties, rights and assets, whether real or personal, tangible or intangible (collectively, the “Assets”), in its possession or held to its order the documents each case free and clear of title to all Encumbrances, except for Permitted Encumbrances. (d) The Assets comprise all of the Freehold Properties. 9.4 No Encumbrances (other than assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used to conduct the Permitted Encumbrances) exist over any Business and are adequate to conduct the ordinary course of business of the Properties Company and its Subsidiaries as presently conducted subject, however to the acquisition of such assets 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained properties as may be required in the relevant leases on the part ordinary course of the landlord business or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (capital expenditures as permitted by or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partypursuant to Section 6.1(b).

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Section 4.18(a) of the Group Companies. 9.2 A Group Company is Disclosure Schedule sets forth a list of all real property owned by the sole legal Company and beneficial owner in possession its Subsidiaries, including all real property owned by the Company and its Subsidiaries related to a restaurant (the “Owned Real Property”). The Company or one of the whole of each of the Freehold Properties. 9.3 A Group Company its Subsidiaries has in its possession or held to its order the documents of good fee simple title to all Owned Real Property free and clear of all Liens, other than Permitted Liens. Except as set forth in Section 4.18(a) of the Freehold PropertiesCompany 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 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. 9.4 No Encumbrances (other than the Permitted Encumbrancesb) exist over any Section 4.18(b) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Disclosure Schedule sets forth (i) no Group 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, subject to proper authorization and 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 covenantsmaterial respect under any Leased Real Property Lease and, conditions to the Knowledge of the Company, no event or agreements contained in condition has occurred, or currently exists, which constitutes or could constitute (with or without notice, the relevant leases happening of any event and/or the passage of time) a material default or material breach 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 the tenant have not been complied with that remains outstanding lessor (including as sublandlord or unresolved; sublessor), other than leases related to a restaurant, and (ii) no Group 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 terminated or been notified 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 termination 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 leases and no Subsidiaries has provided written notice to the other party to any Company Leased Real Property Lease that such termination has been threatened by party is in default in any material respect under such Company Leased Real Property Lease and, to the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any Knowledge of the Group Companies as tenant; Company, no event or condition has occurred, or currently exists, which constitutes or could constitute (ivwith or without notice, the happening of any event and/or the passage of time) no rent is a material default or should be currently material breach under review; and (v) there are no current notices given by any Company Leased Real Property Lease on the landlord part of the Company or the tenant or proceedings pursuant its applicable Subsidiary or, to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in Knowledge of the jurisdiction in which the relevant Property is located) or Company, any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyparty thereto.

Properties. 9.1 The Properties are (a) Neither the only land, buildings and premises owned, controlled, used, Company nor any Company Subsidiary owns any real property. Section 5.12(a) of the Company Disclosure Schedule lists all real property leased or occupied subleased to or by the Company or any of the Group Companies. 9.2 A Group Company is Subsidiaries and lists the sole legal dates of and beneficial owner in possession 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 whole of leases and subleases (each as amended to date) listed in Section 5.12(a) of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 Disclosure Schedule. With respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Propertiessuch lease and sublease: (i) no Group Company has received written notice that any covenantsthe lease or sublease is a valid, conditions or agreements contained in the relevant leases on the part binding and enforceable obligation of the landlord Company or the tenant have not been complied with that remains outstanding Company Subsidiary, as the case may be, subject to applicable bankruptcy, insolvency, moratorium or unresolvedother similar laws relating to creditors' rights and general principles of equity; (ii) no Group Company has terminated or been notified to the knowledge of the termination Company, neither the Company nor any Company Subsidiary, or to the knowledge of the Company, any of its leases other party, is in breach or violation of, or default under, any such lease or sublease, and no such termination event has been threatened 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 respective landlord in writingCompany or a Company Subsidiary, or to the knowledge of the Company, any other party under such lease or sublease; (iii) there has been no written complaint by neither the landlord received by the tenant alleging any breaches Company nor any refusal to accept rent and there are no arrears regarding Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the rent and ancillary costs to be paid by any of the Group Companies as tenantleasehold or subleasehold; (iv) to the knowledge of the Company, there are no rent is liens, mortgages, pledges, charges, security interests or should be currently under reviewother 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 (vvi) 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 in Section 5.12(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries own good title, free and clear of all Encumbrances, to all property and assets necessary to conduct the business of the 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 notices given Taxes not yet due and payable. The Company and the Company Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all property and assets personally leased by the landlord Company or the tenant Company Subsidiaries as now used, possessed and controlled by the Company or proceedings pursuant to the Landlord Company Subsidiaries, as applicable. All of the material plants, structures, machinery, equipment and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (other tangible personal property and assets owned or equivalent legislation used by the Company and the Company Subsidiaries are in materially good condition, maintenance and repair, except as such may be under construction and for ordinary wear and tear, are useable in the jurisdiction in ordinary course of business, and are adequate and suitable for the uses to which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partythey are being put.

Properties. 9.1 The Properties are the only landAll real property owned or leased by BAY has been Previously Disclosed. With respect to such real property that is owned by BAY, buildings BAY has good and premises ownedmarketable and insurable title, controlledfree and clear of all Liens, used, leased leases or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents other imperfections of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: survey, except (i) no Group Company has received written notice that any covenantsLiens for current taxes and assessments not yet due and payable and for which adequate reserves have been established, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company 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 terminated or been notified 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 Schedule 5.3(s) of the termination Disclosure Schedule: BAY has delivered true, correct and complete copies of such lease(s), together with all amendments 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. To the 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 valid and enforceable obligations of the parties thereto; other than as 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 lease, 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 leases obligations pursuant to any such lease beyond the expiration of any notice and no cure periods. 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 ordinary course of business consistent with its past practices. BAY has good and marketable and insurable title, free and clear of all Liens to all of its material properties and assets, other than real property, except (i) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (ii) such termination has been threatened by the respective landlord imperfections of title and encumbrances, if any, as are not material in writing; character, amount or extent and (iii) there has been no written complaint as Previously Disclosed. All personal property which is material to BAY’s business and leased or licensed by the landlord received by the tenant alleging any breaches nor 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 BAY is or should be currently under review; and (v) there are no current notices given by the landlord or the tenant or proceedings held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyEffective Time.

Properties. 9.1 The Properties are (a) Section 3.10 of the only land, buildings and premises Company Disclosure Schedule contains a list of all real estate owned, controlledand all material real estate leased, used, leased by the Company or occupied by any of its Subsidiaries (except any thereof first acquired or leased after the Group Companiesdate hereof as permitted by Section 6.1 hereof). Each of the Company and its Subsidiaries has good record and marketable title in fee simple to all material real estate owned by it, and has valid leasehold interests in all material real estate leased by it, in each case, free and clear of all Liens except for Permitted Liens (as hereinafter defined) or as otherwise disclosed in Section 3.10 of the Company Disclosure Schedule. The current use of such material owned and leased real estate by the Company or any of its Subsidiaries does not violate in any material respect the certificate of occupancy thereof or any material local zoning or similar land use or government regulations. 9.2 A Group (b) The Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of Subsidiaries have good and valid title to all of the Freehold Properties. 9.4 No Encumbrances material assets (other than the Permitted Encumbrancesreal property which is represented and warranted in paragraph (a) exist over any above) shown on the Balance Sheet or acquired since the date of the Properties Balance Sheet in the ordinary course of business, in each case free and clear of all Liens except for Permitted Liens or any relevant deeds 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 documents relating thereto leased by the Company and no further Encumbrances have been consented toits Subsidiaries. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or (c) As used in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: this Agreement, "Permitted Liens" means (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases Liens shown on the part of the landlord Balance Sheet as securing specified liabilities or the tenant have not been complied with that remains outstanding or unresolved; obligations as to which no default exists, (ii) no Group Company has terminated mechanics', carriers', workmen's, repairmen's or been notified other like Liens arising or incurred in the ordinary course of the termination of any of its leases and no such termination has been threatened business with respect to liabilities that are not yet due or delinquent, or which are being contested in good faith by the respective landlord in writing; appropriate proceedings, (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent Liens for Taxes, assessments and there other governmental charges which are no arrears regarding the rent not due and ancillary costs to payable or which may hereafter be paid without penalty or which are being contested in good faith by any of appropriate proceedings (for which adequate reserves have been made in the Group Companies as tenant; Balance Sheet), (iv) no rent is Liens incurred or should be currently under review; and 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) there are no current notices given 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 Company to use the property or asset to which it relates in substantially the same manner as it was used by the landlord or the tenant or proceedings pursuant Company prior to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyClosing Date.

Properties. 9.1 The Properties are (i) Each of the only landCompany and its Subsidiaries has good and valid title to, buildings or in the case of leased tangible assets has valid and premises ownedenforceable leasehold interests in, controlledall of its material tangible assets, used, except as could not reasonably be expected to materially interfere with the ability of the Company and its Subsidiaries to use such assets in the business of the Company and its Subsidiaries as currently conducted. All such material properties and tangible assets leased by the Company or occupied by any of its Subsidiaries are free and clear of all Liens, except for Permitted Liens and Liens imposed on the Group Companiesunderlying fee interest in leased property. The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. 9.2 A Group Company is the sole legal and beneficial owner in possession (ii) Section 4.01(o)(ii) of the whole Company Letter sets forth, as of the date of this Agreement, a complete and correct list 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 of the Company and its Subsidiaries has valid and enforceable leasehold interests in all of its material Leased Real Properties, except as could not reasonably be expected to materially interfere with the ability of the Company and its Subsidiaries to use such properties in the business of the Company and its Subsidiaries as currently conducted. With respect to each Leased Real Property, (A) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (B) 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) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each of the Freehold PropertiesCompany and its Subsidiaries is in compliance with the terms of all leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights generally and by general principles of equity. 9.3 A Group (iv) Section 4.01(o)(iv) of the Company Letter sets forth a complete and correct list of all real property and interests in real property owned by the Company or any of its Subsidiaries (each such property, an "Owned Real Property"). Each of the Company and its Subsidiaries has in its possession or held to its order the documents of good and valid title to all of the Freehold Properties. 9.4 No Encumbrances (Owned Real Property, free and clear of all Liens, other than Permitted Liens, zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the Permitted Encumbrances) exist over any of Owned Real Property which are not violated by the Properties or any relevant deeds or documents relating thereto current use 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 observe operation thereof and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in conditions, restrictions, easements and other similar matters of record affecting title to the relevant leases on Owned Real Property which are not violated by the part of current use and operation thereof. Neither the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of nor any of its leases and no such termination Subsidiaries has been threatened by (I) subleased, licensed or otherwise granted anyone the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging right to use or occupy any breaches nor 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 Owned Real Property is located) or any portion thereof, or (II) collaterally assigned or granted any other pending legal proceedings as regards security interest in any such Owned Real Property or in connection with the Properties where a Group Company is a partyany interest therein.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Each of the Group CompaniesBorrower and its Subsidiaries has good, marketable fee title to, or valid leasehold interests in, all its real and personal property material to its business, except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 9.2 A Group Company is the sole legal and beneficial owner in possession (b) With respect to substantially all of the whole operating leases pursuant to which the Borrower or one of its Subsidiaries has a leasehold interest (each a “Real Property Lease”), each of the Freehold Properties. 9.3 A Group Company has following is true except to the extent that, if not true, the consequences of same would not reasonably be expected to result in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold PropertiesMaterial Adverse Effect: (i) no Group Company has received written notice that any covenants, conditions or agreements contained such Real Property Leases are in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolvedfull force and effect; (ii) no Group Company has terminated to the best knowledge of Borrower, all rent, additional rent and/or other charges reserved in or payable by Borrower or its applicable Subsidiary, as tenant, under the Real Property Leases, have been notified of paid to the termination of extent that they have been determined and are payable to the date hereof and are not being contested in good faith by Borrower, any of such amounts being contested have been paid or rescinded for by Borrower or its leases applicable Subsidiary, and no such termination has been threatened contest may reasonably be expected to result in the exercise by the respective applicable landlord in writingof a remedy of termination of such Real Property Lease; (iii) there to the actual knowledge of Borrower, no Person has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent questioned Borrower’s or its applicable Subsidiary’s quiet and there are no arrears regarding the rent and ancillary costs to be paid by any peaceful possession of the Group Companies as tenantpremises which are the subject of such Real Property Lease; (iv) no rent default by Borrower or its applicable Subsidiary, as tenant, under any of the material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with the passage of time or should be currently the giving of notice, or both, would result in a default by Borrower or its applicable Subsidiary under review; andthe terms of any Real Property Lease; (v) there are no current notices given by the landlord Borrower covenants and agrees that it shall, or the tenant or proceedings pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation shall cause its applicable Subsidiary to, other than in the jurisdiction ordinary course of business and if such action would not reasonably be expected to result in a Material Adverse Effect: (A) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of each Real Property Lease on its part to be observed, performed and complied with, within the applicable grace periods, if any; (B) refrain from doing anything, as a result of which, there could be a material default under or a breach of any of the terms of any Real Property Lease; (C) not do, permit or suffer any event or omission as a result of which there would occur a default or breach under any Real Property Lease after the relevant Property is locatedpassing of the applicable grace periods, if any; (D) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.not cancel, terminate, surrender, modify, amend

Properties. 9.1 The Properties are (i) Section 4.14(a)(i) of the only landCompany Disclosure Letter sets forth a complete list, buildings and premises as of March 31, 2017, of the real property owned, controlleddirectly or indirectly, usedby the Company or any of its Subsidiaries (or any entity in which the Company or its Subsidiary, leased directly or occupied indirectly, owns an equity interest) which summary sets forth (A) a list of each residential and mixed-use project, along with the name of the Subsidiary that owns each such project, (B) a list of properties currently in the entitlement process, along with the name of the Subsidiary that owns each such property, (C) the acreage by category of non-core timberland and undeveloped land and (D) a list of non-core multifamily projects and sites, along with the name of the Subsidiary that owns each such project. Except for the Owned Real Property and the JV Owned Real Property set forth on Section 4.14(a)(i) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company or one of its Subsidiaries, as applicable, has good, valid and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Company and/or any of its Subsidiaries, the “Owned Real Property”) and, to the knowledge of the Company, the Joint Ventures have good, valid and marketable fee simple title to all real property owned by the Joint Ventures as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Joint Ventures, the “JV Owned Real Property”), which Owned Real Property and, to the knowledge of the Company, JV Owned Real Property is free and clear of all Liens other than Permitted Liens; provided that, “Liens” shall not be deemed to include any pledges, claims, liens, charges, encumbrances or security interests which encumber, are secured by or relate to (x) any entity in which the Company or its Subsidiaries holds an equity interest which entity is not consolidated with the Company’s financial statements in accordance with GAAP, or (y) any such entity’s assets. Neither the Company, any of its Subsidiaries, the Owned Real Property nor, to the knowledge of the Company, any Joint Venture of JV Owned Real Property, is a party to, the subject of or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Group CompaniesOwned Real Property or JV Owned Real Property or any portion thereof or direct or indirect interest therein to any Person (other than pursuant to this Agreement) other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture is a party to any agreement or option to purchase any real property or interest therein other than in the ordinary course of business. 9.2 A Group Company is the sole legal and beneficial owner in possession (ii) Section 4.14(a)(ii) of the whole Company Disclosure Letter sets forth a list of each real property which, as of the Freehold Propertiesdate of this Agreement, is under contract for purchase or for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any Joint Venture. 9.3 A Group (iii) Except as set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture, has subleased, licensed or otherwise granted any person the right to use or occupy any Owned Real Property or JV Owned Real Property or any portion thereof (“Tenant Leases”). To the knowledge of the Company, neither the Company nor any Subsidiary nor Joint Venture is in its possession breach or held default under any Tenant Lease. (iv) The Company and/or the applicable Subsidiaries have made available to its order the documents Parent and Merger Sub, copies of title to all of the Freehold Propertiesmost recent policies of owner’s title insurance insuring the Owned Real Property or JV Owned Real Property (individually each, a “Company Title Insurance Policy”), which, in each case, the Company and its Subsidiaries have in their possession, and to the knowledge of the Company each such Company Title Insurance Policy is valid and in full force and effect with respect to the Person to which the policy was issued. Since January 1, 2014, no written claim has been made against any Company Title Insurance Policy insuring any Owned Real Property, nor, to the knowledge of the Company, insuring any JV Owned Real Property, which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. 9.4 No Encumbrances (v) As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, neither the Company nor any of its Subsidiaries have received written notice of any pending or proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, no assessments for public improvements have been made against any Owned Real Property, or, to the knowledge of the Company, any JV Owned Real Property which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries is a named tenant or licensee (or a successor or assignee thereof) or otherwise has the right to occupy real property, along with the address (other than with respect to groundwater leases) of all such real property leased pursuant to the Permitted EncumbrancesMaterial Real Property Leases and the Subsidiary which is a party to such Material Real Property Leases. The Company has made available to Parent materially true, correct and complete copies of such Material Real Property Leases on or prior to the date hereof. To the knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with the terms of the real property leases, ground leases, subleases or real property licenses to which the Company or any of its Subsidiaries is a named tenant, subtenant or licensee (or successor or assignee thereof) exist (the “Real Property Leases” and such real property, the “Leased Real Property”). As of the date hereof, neither the Company nor any of the Subsidiaries has received a written notice of any material default under any Real Property Lease, and all such Real Property Leases are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such noncompliance or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof. (c) Section 4.14(c) of the Company Disclosure Letter sets forth a list of all Material Management Agreements and Material Construction Agreements. The Company has made available to Parent materially true, correct and complete copies of such Material Management Agreements and Material Construction Agreements on or prior to the date hereof. As of the date hereof, neither the Company nor any of the Subsidiaries has received a written notice of any material default under any Material Management Agreement or Material Construction Agreement, and all such agreements are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such defaults or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Subsidiary is a party to any agreement pursuant to which the Company or any Subsidiary manages or manages the development of any real property for any third party. (d) As of the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received written notice of any existing or pending appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property, Leased Real Property or JV Owned Real Property, (ii) to the knowledge of the Company, no condemnation, eminent domain or like proceeding or similar action is currently threatened in writing and (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received any written notice of the intention of any Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) Except as set forth on Section 4.14(e) of the Company Disclosure Letter, no certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties or any relevant deeds agreement, easement or documents relating thereto other right that is necessary to permit the current use by the Company of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties has failed to be obtained or is not in full force and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant effect, except for such failures to be in full force and effect that, individually, or in respect of which it entered into the aggregate, would not reasonably be expected to have a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each Company Material Adverse Effect. Except as set forth on Section 4.15(e) of the Leasehold Properties: Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no Group neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture, has received written notice that of any covenantsexisting zoning or land use violations with respect to any Owned Real Property, conditions Leased Real Property or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; JV Owned Real Property; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending actions initiated by or on behalf of the Company, any Subsidiary of the Company or, to the knowledge of the Company, any Joint Venture to change or redefine the zoning classification or land use approvals of all or any portion of any Owned Real Property, Leased Real Property or JV Owned Real Property, except for actions which may be initiated in the ordinary course of business and pursuant to a plan of development or redevelopment prepared by the landlord Company and/or its Subsidiaries or the tenant or proceedings pursuant a Joint Venture, a true and correct copy of which has been provided to Parent; and (iii) to the Landlord knowledge of Company, each Owned Real Property, Leased Real Property and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ JV Owned Real Property has adequate access available to operate as it is currently being operated. (f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and except as set forth on Section 4.14(f) of the Company Disclosure Letter, and except for work performed at or materials furnished to Owned Real Property, Leased Real Property or JV Owned Real Property in the ordinary course of business within 120 days (or equivalent legislation such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the date hereof, all material work performed or materials furnished to the Owned Real Property, Leased Real Property and, to the knowledge of the Company, JV Owned Real Property prior to the date hereof has (i) been paid for in full, (ii) will be paid in the jurisdiction ordinary course of business or (iii) is being contested in which the relevant Property is locatedgood faith by appropriate proceedings and with adequate reserves established for payment in accordance with GAAP. (g) or any other pending legal proceedings Except as regards would not, individually or in connection the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good and valid title to all their respective personal property and assets (but excluding the Owned Real Property and Leased Real Property), except for Permitted Liens and such personal property is in reasonably good working order and condition, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such personal property and assets, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for (A) Permitted Liens and (B) such other conditions, encroachments, easements, rights of way, restrictions and Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) To the knowledge of the Company, there are no material geotechnical or soil conditions adversely affecting any portion of the Owned Real Property or JV Owned Real Property which would preclude development thereof or render development thereof in accordance with the Properties where a Group current business plan of the Company is a partyuneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. To the knowledge of the Company, no portion of the Owned Real Property or JV Owned Real Property includes any archeological sites, paleontological sites, historical sites, artifacts or burial grounds of historical or cultural significance that would preclude development thereof or render development thereof in accordance with the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development.

Properties. 9.1 (a) The Properties are Company does not own any real estate or have the only land, buildings and option to acquire any real estate. The Company does not lease any real estate other than the premises owned, controlled, used, leased or occupied by any identified in Section 3.14(a) of the Group Companies. 9.2 A Group Company is Disclosure Schedule as being so leased (the sole legal “Leased Premises”). The Company enjoys peaceful and beneficial owner in undisturbed possession of the whole of each of the Freehold PropertiesLeased Premises. None of the improvements comprising the Leased Premises, or the businesses conducted by the Company thereon, are, to the Knowledge of the 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. 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 routine repairs and maintenance in the Ordinary Course of Business. The Company has valid leasehold interests in the Leased Premises, which leasehold interests are free and clear of all Liens, other than Liens for Taxes, assessments and 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. 9.3 A Group (b) As of the date hereof, there are no condemnation, eminent domain or similar proceedings pending against the Company or, to the Knowledge of the Company, threatened with respect to any portion of the Leased Premises. (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 in its possession or held to its order the documents of marketable and legal title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto properties it purports to own, and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any valid leasehold property of which interests in all properties it was the original tenant or purports to lease, in respect of which it entered into a covenant each case except for defects in title, easements, restrictive covenants and similar Liens and encumbrances that do not interfere with the landlord Company’s ability to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of operate its liability under that leasebusiness as currently conducted. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 The Properties are (a) Seller and each Acquired Subsidiary has good and marketable title to, or valid leasehold interest in, all of the only landtangible properties and assets, buildings real and premises ownedpersonal, controlledthat Seller or such Acquired Subsidiary owns or leases or purports to own or lease, free and clear of all Liens, except for Permitted Liens. All equipment and other tangible 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 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. 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 Group Companies. 9.2 A Group Company is Business (the sole legal “Leased Real Property”) and beneficial owner 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 possession Schedule 3.16(b) of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 Seller Disclosure Schedule, with respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Lease that is an Acquired Asset, if any: (i) no Group Company has received written notice that any covenantssuch Lease is legal, conditions valid, binding, enforceable and in full force and effect, against the applicable Seller or agreements contained in Affiliate of Seller, and to Seller’s Knowledge, each other party thereto, except as enforcement thereof may be limited by the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; Enforceability Exceptions; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 material disputes with respect to such Lease; (iii) Neither Seller nor any Acquired Subsidiary or, to Seller’s Knowledge, any other party to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Lease is in breach of or default under such Lease in any material respect; (iv) to Seller’s Knowledge, no Event has occurred or equivalent legislation in exists which, with notice, lapse of time or both, would constitute such a breach of or default under, permit the jurisdiction in which termination or modification of, accelerate any rent or trigger any payment, penalty or fine under, such Lease; (v) Neither Seller nor any Acquired Subsidiary has subleased or otherwise granted any Person the relevant right to use or occupy the Leased Real Property that is located) subject to such Lease or any portion thereof; and (vi) Neither Seller nor any Acquired Subsidiary has collaterally assigned or granted any Lien in such Lease, other pending legal proceedings as regards than Permitted Liens, or in connection with the Properties where a Group Company is a partyany interest therein.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Each of the Group CompaniesBorrower and its Subsidiaries has good, marketable fee title to, or valid leasehold interests in, all its real and personal property material to its business, except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 9.2 A Group Company is the sole legal and beneficial owner in possession (b) With respect to substantially all of the whole operating leases for Real Property Assets (each a "Real Property Lease") pursuant to which the Borrower or one of its Subsidiaries has a leasehold interest, each of the Freehold Properties. 9.3 A Group Company has following is true except to the extent that, if not true, the consequences of same would not reasonably be expected to result in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold PropertiesMaterial Adverse Effect: (i) no Group Company has received written notice that any covenants, conditions or agreements contained such Real Property Leases are in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolvedfull force and effect; (ii) no Group Company has terminated to the best knowledge of Borrower, all rent, additional rent and/or other charges reserved in or payable by Borrower or its applicable Subsidiary, as tenant, under the Real Property Leases, have been notified of paid to the termination of extent that they have been determined and are payable to the date hereof and are not being contested in good faith by Borrower, any of such amounts being contested have been paid or rescinded for by Borrower or its leases applicable Subsidiary, and no such termination has been threatened contest may reasonably be expected to result in the exercise by the respective applicable landlord in writingof a remedy of termination of such Real Property Lease; (iii) there to the actual knowledge of Borrower, no Person has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent questioned Borrower's or its applicable Subsidiary's quiet and there are no arrears regarding the rent and ancillary costs to be paid by any peaceful possession of the Group Companies as tenantpremises which are the subject of such Real Property Lease; (iv) no rent default by Borrower or its applicable Subsidiary, as tenant, under any of the material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with the passage of time or should be currently the giving of notice, or both, would result in a default by Borrower or its applicable Subsidiary under review; andthe terms of any Real Property Lease; (v) there are no current notices given by the landlord Borrower covenants and agrees that it shall, or the tenant or proceedings pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation shall cause its applicable Subsidiary to, other than in the jurisdiction ordinary course of business and if such action would not reasonably be expected to result in a Material Adverse Effect,: (A) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of each Real Property Lease on its part to be observed, performed and complied with, within the applicable grace periods, if any; (B) refrain from doing anything, as a result of which, there could be a material default under or a breach of any of the terms of any Real Property Lease; (C) not do, permit or suffer any event or omission as a result of which there would occur a default or breach under any Real Property Lease after the relevant Property is locatedpassing of the applicable grace periods, if any; (D) or any other pending legal proceedings as regards not cancel, terminate, surrender, modify, amend or in connection with any way alter or permit the Properties where a Group Company is a party.alteration of any of the provisions of any Real Property Lease or grant any material consents or waivers thereunder; and not exercise any right it may have under any Real Property Lease to cancel or surrender the same without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed; and (E) give the Administrative Agent any notice of any default under any "Material Real

Properties. 9.1 The Properties are (a) Neither the only land, buildings and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of nor any of its leases and no such termination Subsidiaries owns or has been threatened by the respective landlord in writing;ever owned any real property. (iiib) there has been no written complaint Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property leased by or for the landlord received by benefit of the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by Company or any of its Subsidiaries (the Group Companies as tenant; (iv) no rent is “Leased Real Property”). The Leased Real Property constitutes all material interests in real property currently used, occupied 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 held for use and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or necessary in connection with the Properties where business of the Company and its Subsidiaries as currently conducted. (c) The Company or one of its Subsidiaries has good and marketable leasehold title to all Leased Real Property, in each case, free and clear of all Liens (except for Permitted Liens). The Company has made available to Parent copies of all leases, subleases, or licenses, and all material amendments thereto and modifications thereof, with respect to the occupancy of the Leased Real Property by the Company or one of its Subsidiaries (each, a Group “Real Property Lease”). (d) Each of the Company and its Subsidiaries has complied with the terms of all Real Property Leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Provided any landlord consents as may be set forth on Section 4.18(d) of the Company Disclosure Letter are obtained, all Real Property Leases, unless expired, shall remain valid and binding and in full force and effect in accordance with their terms following the Effective Time (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). (e) The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all material tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens (other than Permitted Liens). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted).

Properties. 9.1 (a) The Properties are Company or its subsidiaries has good, valid and, in the only land, buildings and premises owned, controlled, used, leased or occupied by any case of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title Owned Properties (as defined below), marketable fee title, to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group real property and interests in real property indicated as being owned by the Company has received written notice that any covenants, conditions or agreements contained and its subsidiaries in the relevant leases on financial statements included in the part SEC Reports, except for properties sold or otherwise disposed of in the landlord or ordinary course of business (the tenant have not been complied with that remains outstanding or unresolved; "Owned Properties"), and (ii) no Group leasehold estates in all leased real properties indicated as being leased by the Company has and its subsidiaries in the financial statements included in the SEC Reports, except leasehold interests terminated or been notified in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way and other similar restrictions and encumbrances ("Encumbrances"), except where the failure to have such marketable fee title would not interfere in any material respect with the conduct of business of the termination of Company as currently conducted. (b) No consent or approval is required to be obtained under any agreement by which the Company or any of its leases subsidiaries has obtained a leasehold interest in any Leased Property (each such agreement a "Lease") by or with respect to the Company or any subsidiary of the Company, and no such right of termination has been threatened by shall arise under any Lease nor does any landlord have the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal right to accept rent and there are no arrears regarding increase the rent and ancillary costs to be paid by payable under 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 Lease, in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or each case in connection with the Properties where execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except to the extent that any of the foregoing, individually or in the aggregate, would not have a Group Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, are material to the Company. (d) Neither the Company nor any of its subsidiaries (or any of the affiliates of any of the foregoing) has an ownership, financial or other interest in the landlord under any of the Company Leases, which exceeds a party50% ownership, financial or other interest in such landlord.

Properties. 9.1 The Properties are (a) Neither Seller nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 5.16(b) of the only landSeller Disclosure Schedule sets forth a complete and accurate list of all real property leased, buildings subleased or licensed by Seller or any of its Subsidiaries (collectively “Seller Leases”) and premises the location of the premises. Neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any other party to any Seller Lease, is in default under any of the Seller Leases, except where the existence of such defaults, individually or in the aggregate, has not had, and would not reasonably be expected to result in, a Seller Material Adverse Effect. Each of the Seller Leases is in full force and effect and is enforceable against Seller or the applicable Subsidiary, as the case may be, and, to Seller’s knowledge, 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. Neither Seller nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than Seller and its Subsidiaries. Seller has made available to Parent complete and accurate copies of all Seller Leases. (c) Except as set forth in Section 5.16 of the Seller Disclosure Schedule, the machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, controlled, used, leased or occupied used by Seller or any of its Subsidiaries are, in the Group Companies. 9.2 A Group Company is the sole legal aggregate, sufficient and beneficial owner adequate to carry on their respective businesses in all material respects as presently conducted, and Seller and its Subsidiaries are in possession of the whole and have good title to, or valid leasehold interests in or valid rights under contract to use, such machinery, equipment, furniture, fixtures and other tangible personal property and assets that are material to Seller and its Subsidiaries, taken as a whole, free and clear of each of the Freehold Properties. 9.3 A Group Company has all Encumbrances, except for defects in its possession or held title that would not reasonably be expected to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 have, individually or in respect of which it entered into the aggregate, a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseSeller Material Adverse Effect. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 (a) The Properties are Company does not own any real estate or have the only land, buildings and option to acquire any real estate. The Company does not lease any real estate other than the premises owned, controlled, used, leased or occupied by any identified in Section 3.14(a) of the Group Companies. 9.2 A Group Company is Disclosure Schedule as being so leased (the sole legal "Leased Premises"). The Company enjoys peaceful and beneficial owner in undisturbed possession of the whole of each of the Freehold PropertiesLeased Premises. None of the improvements comprising the Leased Premises, or the businesses conducted by the Company thereon, are, to the Knowledge of the 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. 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 routine repairs and maintenance in the Ordinary Course of Business. The Company has valid leasehold interests in the Leased Premises, which leasehold interests are free and clear of all Liens, other than Liens for Taxes, assessments and 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. 9.3 A Group (b) As of the date hereof, there are no condemnation, eminent domain or similar proceedings pending against the Company or, to the Knowledge of the Company, threatened with respect to any portion of the Leased Premises. (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 in its possession or held to its order the documents of marketable and legal title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto properties it purports to own, and no further Encumbrances have been consented to. 9.5 No Group Company has assigned any valid leasehold property of which interests in all properties it was the original tenant or purports to lease, in respect of which it entered into a covenant each case except for defects in title, easements, restrictive covenants and similar Liens and encumbrances that do not interfere with the landlord Company's ability to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of operate its liability under that leasebusiness as currently conducted. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a party.

Properties. 9.1 The Properties are (a) SCHEDULE 3.17 attached hereto contains a true and complete list (designating the only landrelevant owners, buildings lessors and premises lessees) of (i) all real Property owned, controlled, used, leased or occupied subleased by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances buildings and other structures located on such real Property (other than the Permitted Encumbrancesincluding leasehold improvements) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group 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 terminated or been notified good and marketable title in fee simple absolute to each such parcel of the termination real Property and all buildings, structures and other improvements thereon, in each case free and clear of any of its leases and no such termination has been threatened by the respective landlord all Liens. Except as set forth in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and SCHEDULE 3.17 attached hereto, there are no arrears regarding 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 rent Company=s possession, and ancillary costs of any policies of title insurance currently in force, with respect to be paid any such parcel of real Property have been delivered by the Company to the Purchaser. (c) Except as set forth 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 Company in such real Property is not subject or subordinate to any Lien (or if subordinate, a non-disturbance agreement has been obtained by the Company from 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, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the 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 Group Companies Company as tenant; (iv) no rent is or should be currently under review; and (v) there conducted, and such Properties are no current notices given by in sound operating condition and repair, normal wear and tear excepted, including, without limitation, the landlord or the tenant or proceedings pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation "slurry walls" referenced in the jurisdiction Shoreline Amphitheater Lease referenced in which Item 2 of SCHEDULE 3.17 attached hereto. There has not been any interruption of the relevant Property is located) or operations of the Company due to inadequate maintenance of any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partysuch Properties.

Properties. 9.1 The Properties are (a) Except as would not reasonably be expected to have, individually or in the only landaggregate, buildings a Parent Material Adverse Effect, the Parent and premises ownedits Subsidiaries have good title to, controlledor valid leasehold interests in, usedall property and assets necessary to operate its business, leased including all property and assets reflected on the Parent Financial Statements or occupied by any acquired after the Parent Balance Sheet Date, except as have been disposed of since the Group CompaniesParent Balance Sheet Date in the ordinary course of business. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held (b) Except as would not reasonably be expected to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 have, individually or in respect of which it entered into the aggregate, a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: Parent Material Adverse Effect, (i) no Group 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 covenantsportion of Parent Leased Real Property is subject to any governmental order to be sold or is being condemned, conditions expropriated or agreements contained 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 in Section 5.13(d) of the Parent Disclosure Schedule and except as has not had and would not reasonably be expected to have, individually or in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; aggregate, a Parent Material Adverse Effect, (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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 (vi) there are no current notices given by contractual or legal restrictions that prevent 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) Parent or any of its Subsidiaries from using any Parent Leased Real Property for its current use and (ii) all structures and other pending legal proceedings as regards buildings on the Parent Leased Real Property are in good operating condition sufficient for the operation of the Parent’s business and none of such structures or buildings is in connection with the Properties where a Group Company is a partyneed of maintenance or repairs except for ordinary, routine maintenance and repairs, and except for ordinary wear and tear.

Properties. 9.1 (a) Section 4.14(a) of the Company Disclosure Letter sets forth a true and complete list of all real property owned by the Company or 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,” and collectively with the Owned Real Property, the “Company Real Property”). The Properties are Company and its Subsidiaries have good, valid and indefeasible 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 only landLeased Real Property pursuant to each lease, buildings sublease, license, or other use or occupancy agreement with respect to the Leased Real Property (together with all material amendments, modifications and premises ownedother supplements thereto, controlledeach a “Real Property Lease”), usedfree and clear of all Liens (other than Permitted Liens). Each Real Property Lease is valid and binding on the Company or its Subsidiary, leased as applicable, and enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or occupied by other Applicable 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 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 Group Companies. 9.2 A Group Company other parties thereto, is in breach of or default under any Real Property Lease and, to the sole legal and beneficial owner in possession knowledge of the whole Company, no circumstances or state of each facts presently exists which, with the giving of notice or passage of time, or both, would constitute a breach or default under any Real Property Lease. The Company and its Subsidiaries are not parties to any written or oral sublease, license, occupancy agreement or other Contract of any kind that grants to any other Person the Freehold Properties. 9.3 A Group right to use or occupy any Company has in its possession or held Real Property. Except as would not reasonably be expected to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 have, individually or in respect of which it entered into the aggregate, a covenant with Material Adverse Effect, the landlord to observe Company and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has Subsidiaries have not received written notice that of any covenantspending and, conditions to the knowledge of the Company, there is no pending or agreements contained 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 relevant leases on aggregate, a Material Adverse Effect, the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of Real Property is properly zoned for its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent present use under applicable zoning ordinances, and there are no arrears regarding pending or, to the rent Company’s knowledge, threatened, proceedings which could result in a modification or termination of such zoning. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company and ancillary costs to be paid by nor any of the Group Companies as tenant; 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) no rent 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 or should be currently under review; andin compliance with all applicable building, zoning, land use and other similar Laws. (vd) there are no current notices given 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 landlord Company or the tenant or proceedings pursuant to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation its Subsidiaries in the jurisdiction operation of their respective business is in which reasonably good condition and repair, subject to reasonable wear and tear considering the relevant age and ordinary course of use of such property. (e) The Company does not own or hold, and is not obligated under or party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Company Real Property is located) or any other pending legal proceedings as regards portion thereof or in connection with the Properties where a Group Company is a partyinterest therein.

Properties. 9.1 The Properties are Company (i) has good and marketable title to all the only landproperties and assets (A) reflected in the Most Recent Balance Sheet as being owned by the Company (other than any such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired after December 31, buildings 2007. The Company has good and premises ownedvalid leasehold interests in all real property leases, controlled, used, leased or occupied by any of subleases and occupancy agreements to which the Group Companies. 9.2 A Group Company is a party (the “Company Leases”) and is in sole legal and beneficial owner in possession of the whole of each properties purported to be leased thereunder. Section 3.01(j) of the Freehold Properties. 9.3 A Group Company has Disclosure Letter lists and describes briefly all Company Leases. Each Company Lease is in its possession or held to its order full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any relevant deeds or documents relating thereto respective parties thereto. There is no uncured breach, 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsdefault exists, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by under any of the Group Companies as tenant; (iv) Company Leases, and the Company has no rent is knowledge of breach or should be currently under review; and (v) there are no current notices given 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 by the landlord Company under any Company Lease. There is no suit, action, arbitration or other proceeding with respect to the Company Leases or the tenant premises leased under the Company Leases. The Company has not received notice and does not otherwise have knowledge of any pending, threatened or proceedings pursuant 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 Landlord Company under the Company Leases encompasses all real property used by the Company, and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation the Company does not own any real property and does not have any options to purchase real property. The landlord under each of the 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 Company as tenant under such Company Lease. All insurance required to be maintained by the Company under each of the Company Leases is in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyfull force and effect.

Properties. 9.1 The Properties (a) All real property and interests in real property owned in fee by OUTD or any OUTD Subsidiary (individually, an “OUTD Owned Property”) are the only land, buildings and premises owned, controlled, used, leased or occupied by any set forth on Section 3.11(a) of the Group Companies. 9.2 A Group Company is the sole legal OUTD Disclosure Schedule. With respect to each material OUTD Owned Property, subject only to (A) Permitted Liens, (B) zoning, building and beneficial owner other similar restrictions, and (C) discrepancies, conflicts in possession boundary lines, shortages in area, encroachments, or any other non-monetary Liens of the whole of each of the Freehold Properties. 9.3 A Group Company a minor nature: (i) OUTD or an OUTD Subsidiary has in its possession or held to its order the documents of good and marketable fee simple title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsmaterial OUTD Owned Property, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) there are no Group Company has terminated outstanding options or been notified rights of the termination first refusal in favor of any of its leases and no such termination has been threatened by the respective landlord in writing; other party to purchase any material OUTD Owned Property or any portion thereof or interest therein, (iii) there has been are no written complaint by the landlord received by the tenant alleging leases, subleases, licenses, options, rights, concessions or other agreements affecting any breaches nor any refusal to accept rent portion of material OUTD Owned Properties and there are no arrears regarding the rent parties (other than OUTD or any OUTD Subsidiary) in possession of any material OUTD Owned Property, and ancillary costs (iv) to be paid by OUTD’s knowledge, there are no physical conditions or defects at any of the Group Companies 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 tenant;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. (ivb) All real property and interests in real property leased by OUTD or any OUTD Subsidiary and any prime or underlying leases related thereto (individually, an “OUTD Leased Property”; OUTD Owned Property and OUTD Leased Property being sometimes referred to herein collectively as “OUTD Property”) are set forth on Section 3.11(b) of the OUTD Disclosure Schedule. OUTD or an OUTD Subsidiary has 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 date hereof, a true, correct and complete copy of each lease for OUTD Leased Property, together with any amendments or modifications thereto (individually, a “OUTD Real Property Lease”) for each OUTD Leased Property has been made available to Parent. With respect to each OUTD Real Property Lease, (i) each lease is valid, binding and in full force and effect and 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 event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent thereunder, and (iii) neither OUTD nor any of its Subsidiaries is currently subleasing, licensing or should be currently under review; and (v) otherwise granting any Person the right to use or occupy such OUTD Leased Property or any portion thereof, and there are no current notices given by parties (other than OUTD or any OUTD Subsidiary) in possession of any OUTD Leased Property or any portion thereof. (c) The OUTD Property comprises all Real Property used in the landlord or conduct of the tenant or proceedings pursuant 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 Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or knowledge of OUTD, there are no threatened, condemnation proceedings with respect to any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyOUTD Property.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Section 5.18(a) of the Group CompaniesParent 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. 9.2 A Group Company is the sole legal (b) Parent or a Parent Subsidiary owns good and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession marketable fee simple title or held to its order the documents of leasehold title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesas applicable) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold 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) no Group Company has received written notice that Liens relating to any covenants, conditions or agreements contained Indebtedness incurred in the relevant leases on ordinary course of business and disclosed to the part of Company prior to the landlord or the tenant have not been complied with that remains outstanding or unresolved; date hereof, (ii) no Group Company has terminated Liens that result from any statutory or been notified 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 termination of any of its leases and no Parent Financial Statements (if such termination has been threatened by the respective landlord in writing; reserves are required pursuant to GAAP), or that are otherwise not material, (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any Parent Material Contracts or other service contracts, management agreements, leasing commission agreements, agreements or obligations set forth in Section 5.18(l) of the Group Companies as tenant; Parent Disclosure Letter, (iv) no rent is any Parent Leases or should be currently under review; and ground leases or air rights affecting any Parent Property, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, (vi) Liens that are disclosed on the existing Parent Title Insurance Policies made available by or 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 no current notices given by adequate reserves on the landlord Parent Financial Statements (if such reserves are required pursuant to GAAP) and (viii) any other Liens that do not materially impair the value of the applicable Parent Property or the tenant or proceedings pursuant to continued use and operation of the Landlord applicable Parent Property as currently used and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyoperated.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Each of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company its Subsidiaries has in its possession or held to its order the documents of (i) good and valid title to all of the Freehold Propertiesproperties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, except for properties or assets that have been sold or disposed of in the ordinary course of business since the date of such balance sheet, free and clear of any Liens, except for Permitted Liens, and (ii) a valid leasehold interest or other comparable Contract of use in all properties and assets reflected as leased on such balance sheet, except for such leases terminated in the ordinary course of business since the date of such balance sheet, free and clear of any Liens, except for Permitted Liens. The Company or one of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession under all Personal Property Leases and Real Property Leases. 9.4 No Encumbrances (other than b) Section 4.21(b) of the Permitted Encumbrances) exist over Company Disclosure Schedule lists all real property owned by the Company or any of its Subsidiaries (the Properties “Owned Real Properties”). The Company and its Subsidiaries have good and marketable and insurable title to the Owned Real Properties, free and clear of all Liens, except for Permitted Liens. (c) Except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) All Personal Property Leases and Real Property Leases are valid and binding on the Company 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation Subsidiaries party thereto and, to the Knowledge of the Company, each other party thereto, (ii) all Personal Property Leases and Real Property Leases are in full force and effect, (iii) each of the Leasehold Properties: Company and its Subsidiaries has performed in all respects all obligations required to be performed by it under the Personal Property Leases and Real Property Leases and (iiv) no Group Company has received written notice that any covenants, conditions or agreements contained in to the relevant leases on the part Knowledge of the landlord Company, each other party to a Real Property Lease or Personal Property Lease has performed in all respects all obligations required to be performed by it under such Real Property Lease or Personal Property Lease. Neither the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of nor any of its leases Subsidiaries has Knowledge of any default or any event which, with the giving of notice of lapse of time or both, would be an event of default by the lessee or licensee thereunder, except as would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (d) There is no pending action in respect of, or arising out of, any Real Property Lease and no party to a Real Property Lease has given any notice to the Company or any its Subsidiaries for the purpose of terminating or threatening to terminate such termination Real Property Lease, and no lessor or sublessor under any Real Property Lease has been threatened by given any notice to the respective landlord in writing;Company or any of its Subsidiaries for the purpose of terminating or threatening to terminate any right of first refusal (or right of first offer) to lease or purchase, any lease expansion right, or any similar right now existing under the Real Property Leases. (iiie) there has been no written complaint by This Section 4.21 does not relate to representations and warranties concerning Company Intellectual Property, which are exclusively the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any subject 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partySection 4.18.

Properties. 9.1 The Properties are (a) A true and complete list of all of the only real property owned by the Company and its Subsidiaries is set forth in Section 3.15(a) of the Disclosure Schedule (collectively, the "Owned Real Property"). Honeywell has heretofore Made Available to Purchaser true and complete copies of the most recent surveys for the Owned Real Property in the possession of any of Honeywell, the Company or its Subsidiaries. (b) Section 3.15(b) of the Disclosure Schedule contains a true and complete schedule of all leases and subleases under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, any real property (collectively, the "Real Property Leases") (the land, buildings and premises ownedother improvements covered by the Real Property Leases being herein called the "Leased Real Property" and, controlledcollectively with the Owned Real Property, usedthe "Property"), leased which schedule sets forth the date of and the parties to each Real Property Lease, and the address of the Leased Real Property covered thereby. Neither the Company nor its Subsidiaries, as tenant, are in monetary default beyond any applicable notice and cure periods with respect to the Real Property Leases with annual base rents of at least $100,000. (c) Section 3.15(c) of the Disclosure Schedule contains a true and complete schedule of all leases, subleases, licenses and other agreements (collectively, the "Space Leases") granting to any person other than the Company and its Subsidiaries any right to the possession, use, occupancy or occupied by enjoyment of the Property or any portion thereof, which schedule sets forth the date of and the parties to each Space Lease. (d) Except as set forth in Section 3.15(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or holds, nor is it obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Group CompaniesProperty or any portion thereof or interest therein. 9.2 A Group (e) The Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of Subsidiaries have good and marketable title to all machinery, equipment, furniture and other tangible assets used in the ordinary course of their business and operations that they purport to own ("Tangible Property"), free and clear of any Encumbrances other than Permitted Encumbrances. The Tangible Property is in operating condition and repair (ordinary wear and tear excepted) and sufficient to operate the SPS Business in the ordinary course consistent with past practice. (f) The Company and its Subsidiaries own, lease, sublease or license all Property and Tangible Property that are used in the ordinary course of their business and operations. (g) All material components of all buildings, structures and other material improvements included within the Owned Real Property and to the knowledge of Honeywell included within the Leased Real Property that is actually and physically occupied by the Company or any of its Subsidiaries (the "Improvements"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, systems and facilities included therein, are in operating condition and repair (ordinary wear and tear excepted) and sufficient to operate the SPS Business in the ordinary course consistent with past practice. (h) The Company and the Subsidiaries of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any Company have, as of the Properties Closing Date, good and marketable fee title to the Owned Real Property and a valid leasehold interest in the Leased Real Property, as provided in the applicable Lease, in each case, free and clear of any liens, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or 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 other encumbrance in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease such property or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that leaseasset (collectively, "Encumbrances"), except for Permitted Encumbrances. 9.6 In relation to each of the Leasehold Properties: (i) no Group Neither the Company nor any of its Subsidiaries has received written notice that (and with respect to the Leased Real Property, written notice from the respective landlord) of any covenantspending, conditions threatened or agreements contained in contemplated condemnation proceeding affecting the relevant leases on the part of the landlord Owned Real Property or the tenant have not been complied with Leased Real Property that remains outstanding is actually and physically occupied by the Company or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and Subsidiaries or any part thereof or of any sale or other disposition of such Leased Real Property or any part thereof in lieu of condemnation. (j) Since January 1, 2003, no material portion of the Owned Real Property has suffered during the period of ownership, occupancy or use of such termination has been threatened Owned Real Property by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by Company or any of the Group Companies as tenant; (iv) no rent is its Subsidiaries, any material damage by fire or should be currently under review; and (v) there are no current notices given by the landlord other casualty which has not heretofore been completely repaired 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyrestored.

Properties. 9.1 (a) Each of the Company and each of its Subsidiaries has good title to, or has valid leasehold interests in, all tangible and intangible personal property and other assets used in the Business as currently conducted (the “Assets”), free and clear of all Liens other than Permitted Liens. The Properties are Assets and the only landReal Property are, buildings taken as a whole, in such condition and premises ownedrepair (ordinary wear and tear excepted) as is sufficient, controlled, used, leased to operate the Business after the Closing Date in substantially the same manner as presently conducted. (b) Schedule 7.10(b) sets forth a listing of any and all real property owned by the Company or occupied by any of its Subsidiaries (the Group Companies“Owned Real Property”), which schedule includes the respective street addresses thereof. 9.2 A Group (c) Schedule 7.10(c) sets forth a listing of any and all real property leased by the Company or any of its Subsidiaries (the “Leased Real Property”), which schedule includes the respective street addresses thereof. The Company or the applicable Subsidiary of the Company has a valid license or leasehold interests in all of its Leased Real Property and a valid fee ownership interest in its Owned Real Property, subject, in each case to Permitted Liens. The Company has furnished or made available to Buyer, true and correct copies of all leases and licenses (together with any amendments and modifications thereto) under which the Company or any of its Subsidiaries is the sole legal landlord, sublandlord, licensor, tenant, subtenant or occupant of real property (each a “Real Property Lease”). Each Real Property Lease was entered into at arms’ length and beneficial owner in possession of the whole of ordinary course, is in full force and effect and, to Sellers’ Knowledge, is valid and binding upon and enforceable against each of the Freehold Propertiesparties thereto (subject to the General Enforceability Exceptions). Neither the Company, any of its Subsidiaries, nor to Sellers’ Knowledge, any other party to each Real Property Lease, is in material breach or material default under such Real Property Lease, and no event has occurred or failed to occur or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a material breach or material default, or permit termination, modification or acceleration of rent under such Real Property Lease, and no party to any Real Property Lease has, since January 1, 2019, given the Company any written notice of any claim of any such material breach, default or event. There are no Proceedings, disputes or conditions affecting any Real Property that reasonably would be expected to materially curtail or interfere with the use of such property. 9.3 A Group (d) There are no pending, or to Sellers’ Knowledge, threatened, condemnation, eminent domain or similar proceedings, or litigation or other proceedings affecting the Real Property or improvements thereon and the Company has not received any written notice from a Governmental Authority of its intention to take or use any Real Property. (e) None of the Company or any of its Subsidiaries has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property, which repair or work has not been completed. The use and operation of all Real Property conform to all applicable building, zoning, fire, health, safety and subdivision Laws, Environmental Laws and other Laws, and all restrictive covenants and restrictions and conditions affecting title, except for such nonconformity which is not material. All public utilities (including water, gas, electric, storm and sanitary sewage and telephone utilities) required to operate the facilities of the Company and its Subsidiaries as currently operated are available to such facilities. None of the Company or any of its Subsidiaries has received any written notice of any delinquent bills or invoices or any proposed, planned or actual curtailment of service of any utility supplied to any of its facilities. (f) All buildings, structures, fixtures, building systems and material equipment that are part of the Real Property are, in good operating condition and repair (ordinary wear and tear excepted), and are adequate and suitable for the operation of the Business in substantially the same manner as presently conducted and are structurally sound and free of material defects. (g) Each of the Company and each of its possession Subsidiaries has obtained all appropriate certificates of occupancy, Licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated. True and complete copies of all such certificates, permits and Licenses have heretofore been delivered to the Buyer or held its representatives. Each of the Company and each of its Subsidiaries has all approvals, permits and Licenses (including any and all Environmental Permits) necessary to lease or operate the Real Property as currently leased and operated, as the case may be, except where the failure to have any such approvals, permits or licenses is not material. (h) All machinery, equipment, furniture, fixtures and other personal property and all plants, buildings, structures and other facilities, including, without limitation, office space used by the Company or any of its order Subsidiaries in the documents conduct of title its Business, are in good operating condition and fit for operation in the ordinary course of business (subject to normal wear and tear) except for any defects which will not interfere with the conduct of normal operations of the Company and its Subsidiaries. The Company has delivered to the Buyer or its representative true and complete copies of any leases, licenses and other material Contracts related to the Real Property. (i) The Leased Real Property and the Assets are all of the Freehold Properties. 9.4 real property and personal property required to conduct the Business as presently conducted. No Encumbrances Seller Party or any of their Affiliates (other than the Permitted EncumbrancesCompany and its Subsidiaries) exist over owns 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor 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) Assets or any other pending legal proceedings as regards asset used in, or necessary in connection with the Properties where a Group Company is a partyconduct of, the Business. (j) To Sellers’ Knowledge, there are no adverse physical characteristics applicable to the Real Property, such as, without limitation, sink holes, which would adversely affect development of the Real Property.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Section 2.13(a) of the Group CompaniesDisclosure Schedule contains a true and correct list of each parcel of leased real property (the “Leased Real Property”) and a summary description of all plants and structures located on each parcel of Leased Real Property. True and correct copies of all lease agreements for the Leased Real Property (“Leases”) have been provided to Buyer. 9.2 A Group Company (b) Seller is the sole legal and beneficial owner in possession of the whole of lessees under each of the Freehold PropertiesLeases. Each Lease is in full force and effect and there is no existing Default by Seller or, to the Knowledge of any Seller, any other party to such Leases. 9.3 A Group Company has (c) Seller’s interest in its possession the Leased Real Property is free and clear of any Liens, and is not subject to any deeds of trust, assignments, subleases, or held rights of any third parties known to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (or created or permitted by any Seller other than the Permitted Encumbranceslessor thereof or any mortgagees of such lessors. (d) exist over There is no Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any Leases, and no condition or circumstance exists which, would constitute a Default by Seller nor, to Seller’s Knowledge, any other party thereto, under any such Leases. (e) All improvements on the Leased Real Property conform to all applicable state and local Laws or use restrictions, and the property is zoned for the various purposes for which the Leased Real Property and improvements thereon are presently being used. (f) Seller has not received any notice of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting the Leased Real Property. (g) There is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Properties or any relevant deeds or documents relating thereto Leased Real Property which prohibits the current use of the Leased Real Property. (h) All Permits required for the occupancy and no further Encumbrances operation of the Leased Real Property (with appurtenant parking uses) as presently being used have been consented toobtained and are in full force and effect and Seller has not received any notices of violations in connection with such items. 9.5 No Group Company has assigned any leasehold property of which it was the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that Seller does not have in its possession any covenants, conditions studies or agreements contained reports which indicate any defects in the relevant leases on the part of the landlord design or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination construction of any of its leases and no such termination has been threatened by the respective landlord in writing;Improvements on the Leased Real Property. (iiij) there No Person, other than Buyer, has been no written complaint by the landlord received by the tenant alleging any breaches nor any right, option, right of first 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 pending legal proceedings as regards contract, whether oral or in connection written, with respect to the Properties where a Group Company is a partypurchase, assignment or transfer of all or any portion of the Leased Real Property.

Properties. 9.1 (a) The Properties are the only land, buildings Company and premises owned, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of Subsidiaries have marketable title to all of the Freehold Propertiesland owned by and related to the business of the Company and its Subsidiaries, together with all buildings, facilities, fixtures and other improvements thereon, including the Facilities (but excluding any personal property of the Company or its Subsidiaries) and all of the Company’s and its Subsidiaries’ rights arising out of the ownership thereof or appurtenances thereto, including all related easements and rights of ingress and egress and the water intake and discharge structures to the extent such structures may be deemed real property (collectively, the “Real Property”) free and clear of all Encumbrances, except Permitted Encumbrances. 9.4 No Encumbrances (b) 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, which are all of the Company Leases. Each such Company Lease is in full force and effect, without modification or amendments from the form furnished to Purchaser and is valid, binding and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other than similar laws relating to creditors’ rights generally and general principles of equity. Neither the Permitted Encumbrances) exist over Company nor any of its Subsidiaries has assigned its interest under any of the Properties Company Leases, or subleased all 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or space demised thereby, to any third party. Neither the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of nor any of its leases and no such termination has been threatened by the respective landlord Subsidiaries is in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging default under any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any material provision 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 pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyLeases.

Properties. 9.1 The Properties Schedule 4.6 sets forth a list of all real property leased by Target (the "Properties". Copies of all lease agreements have been delivered by Target to Crimson. All leases are in full force and effect and constitute valid and binding agreements of Target and, to our knowledge, the only landother parties thereto. Target is not in default under the leases and no event has occurred which, buildings and premises ownedthrough the passage of time or the giving of notice, controlledwould constitute a default by Target under the leases. To our knowledge, used, leased or occupied by any no other party to the leases is in default under the leases. At the time of the Group Companies. 9.2 A Group Company is Merger, the sole legal Properties will be conveyed free and beneficial owner 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 sale thereof that do not, and will not, reduce the relevant net revenue interest of Crimson Sub provided pursuant to this Agreement, as the successor in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all 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 Freehold Properties. 9.4 No Encumbrances (other than circumstance causing such working interest to increase will cause the Permitted Encumbrances) exist over any of corresponding net revenue interest to increase at least in the Properties or any relevant deeds or documents relating thereto same proportion); preferential rights to purchase 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 third-party consents with respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation which, prior to each of the Leasehold Properties: closing, (i) no Group Company has received written notice that any covenants, conditions waivers or agreements contained in consents are obtained from the relevant leases on the part of the landlord appropriate persons or the tenant have not been complied with that remains outstanding entities or unresolved; (ii) no Group Company the time for asserting such rights has terminated expired without exercise; mechanics', materialmen's, operator's and non-operators', tax and similar liens or been notified charges arising in the ordinary course of business related to the termination of any of its leases and no Properties, if such termination has been threatened liens or charges secure payments not yet due; all consents from, notices to, approvals by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid or other actions 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 pending legal proceedings as regards or governmental authority in connection with the sale or transfer of the Properties where by Target to Crimson Sub pursuant to this agreement if such matters are customarily and appropriately obtained after the sale or transfer; liens, security interests or other encumbrances that are released at or prior to closing pursuant to the terms of releases and other instruments in form and substance reasonably satisfactory to Crimson Sub and executed, delivered and acknowledged by the owner and holder thereof; rights of a Group Company is a partygovernmental entity to control or regulate the Properties, together with all applicable laws, rules and regulations; easements, rights-of-way, surface leases and other surface use restrictions if such restrictions will not materially adversely affect the use, value or operation of the Properties; and title matters waived in writing by Crimson or Crimson Sub.

Properties. 9.1 (a) Seller or one or more of the Other Sellers has, or at the Closing will have, and Purchaser will at the Closing acquire, good and valid title to the Purchased Assets, free and clear of all Liens, except Permitted Liens and Liens arising out of any actions of Purchaser and its Subsidiaries. (b) Section 4.4(b) of the Disclosure Letter contains a list of the Real Property. The Properties are Real Property is the only land, buildings and premises real property owned, controlledleased, used, leased subleased or occupied licensed by any Seller or the Other Sellers and necessary for the operation of the Group CompaniesBusiness. 9.2 A Group Company is the sole legal and beneficial owner in possession (c) Section 4.4(c) of the whole Disclosure Letter contains a list of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs Owned Real Property 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 transferred to Purchaser pursuant to the Deeds (“Transferred Real Property”). (d) Section 4.4(d) of the Disclosure Letter contains a list of all Real Property to be assigned to Purchaser in accordance with Article II (“Assigned Real Property”). True and 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 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 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 equivalent legislation condition set forth in the jurisdiction 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 which accordance with the relevant 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 locatedcurrently 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 pending legal proceedings as regards 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 thereunder and, to the knowledge of Seller, no other party to such Leases is (with or without the lapse of time or the giving 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 the Tenant under such Leases has been completed. (i) The plants, buildings and other structures included in the Purchased Assets (i) have no material defects, (ii) are 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 Properties Business, and (iv) are structurally sound, except where failure of any of the representations in clauses (i) – (iv) hereof could not be reasonably expected to materially adversely affect the conduct of the Business at the applicable Real Property. (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 case 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 Person substantially encroaches upon any Real Property, except where any such encroachment could not reasonably be expected to have a Group Company is a partySeller Material Adverse Effect.

Properties. 9.1 The Properties are (a) ‎ ‎Section 5.16(a) (Part I) of the only land, buildings and premises Parent Disclosure Letter sets forth a list of the address of each real property owned, controlledleased (as lessee or sublessee), usedincluding ground leased, by Parent or any Parent 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 “Parent Property” and collectively referred to herein as the “Parent Properties”). ‎‎Section 5.16(a) (Part II) of the Parent Disclosure Letter sets forth a list of the address of each facility and real property which, as of the date of this Agreement, is under contract by Parent or a Parent Subsidiary for purchase or which is required under a binding contract to be leased or occupied subleased by any Parent or a Parent Subsidiary after the date of the Group Companiesthis Agreement. 9.2 A Group Company is the sole legal (b) Parent or a Parent Subsidiary owns good and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession marketable fee simple title or held to its order the documents of leasehold title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrancesas applicable) 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Parent Properties: , in each case, free and clear of Liens, except for Parent Permitted Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. For the purposes of this Agreement, “Parent Permitted Liens” shall mean any (i) no Group Company has received written notice that Liens relating to any covenants, conditions or agreements contained Indebtedness incurred in the relevant leases on the part ordinary course of the landlord or the tenant have not been complied business consistent with that remains outstanding or unresolved; past practice, (ii) no Group Company has terminated Liens that result from any statutory or been notified other Liens for Taxes or assessments that are not yet subject to penalty or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the termination financial statements of any of its leases and no Parent (if such termination has been threatened by the respective landlord in writing; reserves are required pursuant to GAAP), (iii) there has been no written complaint Liens imposed or promulgated by the landlord received by the tenant alleging Law or any breaches nor any refusal to accept rent Governmental Authority, including zoning regulations, permits and there are no arrears regarding the rent and ancillary costs to be paid by any of the Group Companies as tenant; licenses, (iv) no rent is Liens that are disclosed on the existing Parent Title Insurance Policies made available by or should be currently under review; on behalf of Parent, Merger Sub 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, (v) there any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s liens and other similar Liens imposed by Law and incurred in the ordinary course of business consistent with past practice that are no current notices given by the landlord not yet subject to penalty or the tenant or proceedings pursuant to the Landlord validity of which is being contested in good faith by appropriate proceedings, and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is locatedvi) or any other pending legal proceedings Liens that do not materially impair the value of the applicable Parent Property or the continued use and operation of the applicable Parent Property as regards or in connection with the Properties where a Group Company is a partycurrently used and operated.

Properties. 9.1 The Properties are the only land, buildings and premises owned, controlled, used, leased or occupied by any (a) Each of the Group CompaniesBorrower and its Subsidiaries has good, marketable fee title to, or valid leasehold interests in, all its real and personal property material to its business, except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. 9.2 A Group Company is the sole legal and beneficial owner in possession (b) With respect to substantially all of the whole operating leases pursuant to which the Borrower or one of its Subsidiaries has a leasehold interest (each a “Real Property Lease”), each of the Freehold Properties. 9.3 A Group Company has following is true except to the extent that, if not true, the consequences of same would not reasonably be expected to result in its possession or held to its order the documents of title to all of the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over any of the Properties or any 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 observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold PropertiesMaterial Adverse Effect: (i) no Group Company has received written notice that any covenants, conditions or agreements contained such Real Property Leases are in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolvedfull force and effect; (ii) no Group Company has terminated to the best knowledge of Borrower, all rent, additional rent and/or other charges reserved in or payable by Borrower or its applicable Subsidiary, as tenant, under the Real Property Leases, have been notified of paid to the termination of extent that they have been determined and are payable to the date hereof and are not being contested in good faith by Borrower, any of such amounts being contested have been paid or rescinded for by Borrower or its leases applicable Subsidiary, and no such termination has been threatened contest may reasonably be expected to result in the exercise by the respective applicable landlord in writingof a remedy of termination of such Real Property Lease; (iii) there to the actual knowledge of Borrower, no Person has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent questioned Borrower’s or its applicable Subsidiary’s quiet and there are no arrears regarding the rent and ancillary costs to be paid by any peaceful possession of the Group Companies as tenantpremises which are the subject of such Real Property Lease; (iv) no rent default by Borrower or its applicable Subsidiary, as tenant, under any of the material terms of any Real Property Lease has occurred and remains uncured; nor, to the best knowledge of Borrower, is there any existing condition which, with the passage of time or should be currently the giving of notice, or both, would result in a default by Borrower or its applicable Subsidiary under review; andthe terms of any Real Property Lease; (v) Borrower covenants and agrees that it shall, or shall cause its applicable Subsidiary to, other than in the ordinary course of business and if such action would not reasonably be expected to result in a Material Adverse Effect,: (A) promptly and faithfully observe, perform and comply with all the material terms, covenants and provisions of each Real Property Lease on its part to be observed, performed and complied with, within the applicable grace periods, if any; (B) refrain from doing anything, as a result of which, there are no current notices given could be a material default under or a breach of any of the terms of any Real Property Lease; (C) not do, permit or suffer any event or omission as a result of which there would occur a default or breach under any Real Property Lease after the passing of the applicable grace periods, if any; (D) not cancel, terminate, surrender, modify, amend or in any way alter or permit the alteration of any of the provisions of any Real Property Lease or grant any material consents or waivers thereunder; and not exercise any right it may have under any Real Property Lease to cancel or surrender the same without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed; and (E) give the Administrative Agent any notice of any default under any “Material Real Property Leases” received or sent by the landlord Borrower or the tenant or proceedings pursuant its applicable Subsidiary, within three (3) Business Days and promptly deliver to the Landlord and Administrative Agent a copy of all responses to default notices, similar instruments received or delivered by Borrower or its applicable Subsidiary, in connection with any Material Real Property Leases. As used herein, “Material Real Property Lease” means the office lease for Borrower’s headquarters at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (or equivalent legislation in the jurisdiction in which the relevant Property is located) or and any other pending legal proceedings as regards lease the Borrower or its Subsidiaries may enter into with an aggregate value of rental payments exceeding $100,000 in connection with the Properties where a Group Company is a partyany 12 month period.

Properties. 9.1 Each Loan Party and each of its Subsidiaries has good and marketable title to all property and assets material to its business (including the Collateral Property), free and clear of all Liens, except Permitted Liens. The Properties are Permitted Liens, individually or in the only landaggregate, buildings do not (a) materially interfere with the benefits of the security intended to be provided by the Mortgages and premises ownedthis Agreement, controlled(b) have a Material Adverse Effect on the value, used, leased operation or occupied by use of any of the Group Companies. 9.2 A Group Company Real Estate, or (c) impair the Loan Party’s ability to repay the Loan. No Condemnation or other proceeding has been commenced or, to any Loan Party’s knowledge, is the sole legal and beneficial owner in possession contemplated with respect to all or any portion of the whole Real Estate or for the relocation of each roadways providing access to the Real Estate. All Buildings lie wholly within the boundaries and building restriction lines of the Freehold Properties. 9.3 A Group Company has in its possession Real Estate and no buildings or held to its order other improvements on adjoining properties encroach upon the documents of title to all of Real Estate, and no easements or other encumbrances affecting the Freehold Properties. 9.4 No Encumbrances (other than the Permitted Encumbrances) exist over Real Estate encroach upon any of the Buildings. Except as set forth on Schedule 6.01(o), no Collateral Properties or any relevant deeds part thereof is subject to any purchase options, rights or documents relating thereto first refusal, rights of first offer or other similar rights in favor of third parties. All such properties and assets are in good working order and condition, ordinary wear and tear excepted, and there is no further Encumbrances structural or other material defect or damage to the Real Estate. The Real Estate (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, and (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Real Estate. All public utilities necessary or convenient to the full use and enjoyment of the Real Estate are located either in the public right-of-way abutting the Real Estate (which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Real Estate and such easements are set forth in and insured by the Title Insurance Policy. All roads necessary for the use of the Real Estate for its current purposes have been consented to. 9.5 No Group Company has assigned completed, are physically open and are dedicated to public use and have been accepted by all Governmental Authorities. The Real Estate is comprised of one or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any leasehold property of which it was the original tenant or in respect of which it entered into other tax lot not a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each of the Leasehold Properties: (i) no Group Company has received written notice that any covenants, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging any breaches nor any refusal to accept rent and there Real Estate. There are no arrears regarding taxes, pending or proposed special or other governmental assessments for public improvements, PACE Liens or other outstanding governmental charges (including, without limitation, water and sewage charges) otherwise affecting the rent and ancillary costs to be paid by Property, nor are there 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 contemplated improvements to the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (Property that may result in such special or equivalent legislation in the jurisdiction in which the relevant Property is located) or any other pending legal proceedings as regards or in connection with the Properties where a Group Company is a partyassessments.

Properties. 9.1 The Properties are (a) Regency and the only landRegency Subsidiaries, buildings and premises ownedindividually or together, controlled, used, leased or occupied by any of the Group Companies. 9.2 A Group Company is the sole legal and beneficial owner in possession of the whole of each of the Freehold Properties. 9.3 A Group Company has in its possession or held to its order the documents of have title to all of the Freehold Properties. 9.4 No Encumbrances properties reflected in the Consolidated Balance Sheet (other than any properties reflected in the Permitted EncumbrancesConsolidated Balance that have been sold or otherwise disposed of since the date of the Consolidated Balance Sheet without breaching any of Section 4.15(b), Section 4.15(c) exist over or Section 6.1(b)) and all other assets (including Real Property Interests) owned by them or held by them under valid leaseholds (the "Assets") free and clear of all Title Defects, other than the Pipeline Assets, as to which they have such title or interest as is sufficient to enable them to conduct their business as currently conducted without material interference. Neither Regency nor any of the Properties Regency Subsidiaries has received any written notice of any adverse claim to the title to any material properties owned by it or with respect to any relevant deeds or documents relating thereto and lease under which any material properties are held by it. To Regency's Knowledge, there are no further Encumbrances have been consented to. 9.5 No Group Company has assigned any leasehold property of which it was assessments against the original tenant or in respect of which it entered into a covenant with the landlord to observe and perform the tenant’s covenants under that lease or has been or is a guarantor of a tenant under a lease without receiving a full indemnity in respect of its liability under that lease. 9.6 In relation to each Assets for public improvements. As of the Leasehold Properties: (i) no Group Company has received written notice that any covenantsdate of this Agreement, conditions or agreements contained in the relevant leases on the part of the landlord or the tenant have not been complied with that remains outstanding or unresolved; (ii) no Group Company has terminated or been notified of the termination of any of its leases and no such termination has been threatened by the respective landlord in writing; (iii) there has been no written complaint by the landlord received by the tenant alleging actual or, to Regency's Knowledge, threatened taking (whether permanent, temporary, whole or partial) of any breaches nor any refusal to accept rent and there are no arrears regarding the rent and ancillary costs to be paid by any part of the Group Companies as tenant;Assets by reason of condemnation or, to Regency's Knowledge, the threat of condemnation. (ivb) no rent is The Assets constitute all of the assets, rights and properties, tangible or should be currently under review; and (v) there intangible, real or personal, which are no current notices given by the landlord used 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 pending legal proceedings as regards or necessary for use in connection with the Properties where a Group Company operation of the business of the Regency Companies consistent with past practice and as currently operated. The personal property owned or leased by the Regency Companies is a partysufficient to enable them to conduct their business as currently conducted. There are no preferential or similar rights to purchase any material Asset or material portion of the Assets. (c) None of the matters set forth in Section 1 of Section 4.6 of the Regency Disclosure Schedule has had or will have an adverse effect on the ability of the Regency Companies to conduct their business as currently conducted without material interference.