Common use of Property Clause in Contracts

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. With respect Company or one of its Subsidiaries (a) has good and marketable title to all the real property properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or any Subsidiary one of its Subsidiaries or acquired after the Company date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the “Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than of any nature whatsoever, except for Permitted Liens. Neither the Company nor any Subsidiary Encumbrances, and is in possession of the Company has received notice of any pending condemnation proceeding with respect properties purported to any Company Owned Real Propertybe leased thereunder, andand each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the knowledge of the Company, no such proceeding is threatenedlessor. Either the Company or a Subsidiary of the Company has a and its Subsidiaries own and have good and valid leasehold interest title to, or have valid rights to use, all material tangible personal property used by them in each lease, sublease and other agreement under which connection with the Company or any conduct of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)their businesses, in each case, free and clear of all Liens Liens, other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEncumbrances. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the To Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect’s knowledge, neither the Company whole nor any portion of its Subsidiaries the Real Property (x) has been damaged in any material respect or destroyed or (y) is subleasing, licensing being or condemned or otherwise granting taken by any person public authority, nor has any right to use such condemnation or occupy a Company Owned Real Property or a Company Leased Real Propertytaking been threatened in writing.

Property. With respect to (a) Section 3.8(a) of the Company Disclosure Schedule sets forth all of the real property owned in fee by the Company or any Subsidiary of the Company and its Subsidiaries (the “Company Owned Real Property”), either the Company or a Subsidiary . Each of the Company and its Subsidiaries has good and valid title marketable title, or validly granted long term land use rights and building ownership rights, as applicable, to such Company each parcel of Owned Real Property, free and clear of all Liens (other than any Permitted Liens. Neither ). (b) With respect to the real property leased, subleased or licensed (“Leased Real Property”) to the Company nor any Subsidiary or its Subsidiaries, except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the lease, sublease or license for such property (the “Real Property Leases”) constitutes a valid and legally binding obligation of the Company has received notice of any pending condemnation proceeding or its Subsidiaries, enforceable in accordance with respect to any Company Owned Real Propertyits terms, and, subject to the knowledge Bankruptcy and Equity Exception, and is in full force and effect. No termination event or condition or uncured default of a material nature on the Company, no such proceeding is threatened. Either the Company or a Subsidiary part of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has or, to the right to use or occupy any real property (such property subject to a lease, sublease or other agreementCompany’s knowledge, the “Company Leased Real Property” and such leaseslandlord, subleases and other agreements are, collectively, the “Company exists under any Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, Lease except as has not had and for termination events or conditions or uncured defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property, free and clear of all Liens (other than Permitted Liens). (c) No party to any such Real Property Leases has given written notice to the Company or any of its Subsidiaries of or made a written claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder within the past two years since the date of this Agreement. (d) Except as has not had and would not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect, each the Company Real Property Lease (a) is and its Subsidiaries have good and marketable title to, or a valid and binding obligation leasehold interest in, all other tangible material properties and assets used or held for use in the Company Business and material to the business, financial condition or results of operations of the Company or the Subsidiary of the Company that is party thereto andand its Subsidiaries taken as a whole (excluding Owned Real Property, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Leased Real Property Lease and Intellectual Property), in each case free and clear of all Liens (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyother than Permitted Liens).

Property. With respect to (a) Section 3.15(a) of the real property owned by Company Disclosure Letter lists, as of the date of this Agreement, the street address of each Owned Real Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company or any Subsidiary one of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company its Subsidiaries has good and valid fee simple title to such Company in each Owned Real Property, free and clear of all Liens (other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (aii) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has leased, licensed or entered into any occupancy agreements pursuant to which any third party is subleasing, licensing or otherwise granting any person any granted the right to use any Owned Real Property, other than Permitted Liens, (iii) there are no outstanding options or occupy rights of first offer or refusal for the benefit of a third party to purchase any Owned Real Property, and (iv) neither the Company nor any of its Subsidiaries has received written notice of (A) any pending Actions in eminent domain, and, to the Knowledge of the Company, there are no such Actions threatened, in each case, affecting any Owned Real Property or (B) any default under any restrictive covenants of record affecting the Owned Real Property that remains uncured, and, to the Knowledge of the Company, no event has occurred that, after notice or the lapse of time or both, would constitute such a default. (b) Section 3.15(b) of the Company Disclosure Letter lists, as of the date of this Agreement, the address of each Leased Real Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company or one of its Subsidiaries, as the case may be, has a good and valid leasehold, subleasehold or license interest (as tenant, subtenant or licensee) in each Leased Real Property, free and clear of all Liens (other than Permitted Liens). The Company has made available to Parent a true, correct and complete copy of each Company Lease. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) all of the Company Leases are valid and in full force and effect and constitute legal, valid and binding obligations of the Company or its Subsidiaries party thereto, and are enforceable against the Company or the applicable Subsidiary party thereto in accordance with their respective terms and, to the Knowledge of the Company, constitute legal, valid and binding obligations on each other party thereto (subject to the Bankruptcy and Equity Exception), (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a material default or material breach by the Company or its Subsidiaries under any Company Lease, (iii) to the Knowledge of the Company, there is no threatened or subsisting material breach by the counterparty to any Company Lease, and (iv) neither the Company nor any of its Subsidiaries has received written notice of (A) any pending Actions in eminent domain, and, to the Knowledge of the Company, there are no such Actions threatened, in each case, affecting any Leased Real Property, (B) a cancellation or termination of any Company Lease resulting from a default thereunder or (C) any default under any Company Lease affecting the Leased Real Property that remains uncured, and, to the Knowledge of the Company, no event has occurred that, after notice or the lapse of time or both, would constitute such a default. (c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries have good title to or hold under valid leases all material equipment, in each case free and clear of all Liens, except for Permitted Liens. Except as would not, individually or in the aggregate, have a Material Adverse Effect, all material properties and assets used in the operation of the business of the Company and its Subsidiaries are in good operating condition and repair (except for ordinary wear and tear and routine maintenance in the ordinary course of business consistent with past practice), are adequate for the purposes for which they are presently used in the conduct of the Company or any of its Subsidiaries business, are usable in a manner consistent with their current use and comply with all applicable Laws.

Property. With respect to (a) Section 3.13(a) of Seller’s Disclosure Schedule lists, as of the date of this Agreement, all real property that is owned by the Company or any Subsidiary of the Company (collectively, together with all easements, licenses, rights and appurtenances relating thereto, the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good ) and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of real property in which the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (all such property subject to a lease, sublease or other agreementproperty, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelythe leases pursuant to which the Leased Real Property is leased, the “Company Real Property Leases”). Except as set forth on Section 3.13(a) of Seller’s Disclosure Schedule, in each case, free and clear of all Liens other than any Permitted Liens, or except as has not had and would not reasonably be expected to haveresult in a Material Adverse Effect with respect to the Company, the Company has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold title to all Leased Real Property, subject only to any Permitted Encumbrances. (b) Except as set forth on Section 3.13(b) of Seller’s Disclosure Schedule, with respect to each lease for Leased Real Property and except as would not reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. Effect with respect to the property, (i) the Company has not received any notice from any other party to a lease for any Leased Real Property of the termination thereof, (ii) no default has occurred or is continuing under any lease for any Leased Real Property and (iii) no material dispute or controversy exists under any material lease for any Leased Real Property. (c) Except as has not had and would not reasonably be expected to haveresult, individually or in the aggregate, in a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company there are no existing or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of the Company, threatened in writing, condemnation or eminent domain proceedings to which a material portion of the landlord thereunder, exists under any such Company Leased Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Owned Real Property Lease. is subject. (d) The Company has not received written notice of any current or pending material regulatory proceedings, administrative actions or litigation relating to any portion of the Leased Real Property or the Owned Real Property, as applicable. (e) Section 3.13(e) of the Seller’s Disclosure Schedule sets forth the Owned Real Property and the Leased Real Property that is being marketed for sale, lease or sublease as of the date of this Agreement. (f) Except as has not had and would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse EffectEffect with respect to the Company, neither the Company nor has not assigned, leased, sublet, transferred, disposed of or permitted to exist any of Encumbrance (other than a Permitted Encumbrance), on its Subsidiaries is subleasing, licensing or otherwise granting interest in any person any right to use or occupy a Company Owned Leased Real Property or a Company Leased the Owned Real Property. Seller has delivered or otherwise made available to Purchaser and Life Reinsurer copies of the Real Property Leases as in effect on the date of this Agreement, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, thereto.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. a) Neither the Company nor any Subsidiary of its Subsidiaries owns any real property. (b) Section 4.16(b) of the Company has received notice Disclosure Letter sets forth a true, correct and complete list of any pending condemnation proceeding with respect to any Company Owned Real Propertyall leases, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease subleases and other agreement agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”). The Company has heretofore made available to Parent true, in each case, free correct and clear complete copies of all Liens other than any Permitted LiensReal Property Leases (including all modifications, except as has not had amendments, supplements, waivers and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectside letters thereto). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Each Real Property Lease (a) is a valid and binding obligation of on the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no and all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current in all material respects. No termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunder, thereunder exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. The Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property subject to a Real Property Lease (the “Leased Real Property”) free and clear of all Liens, except Permitted Liens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company, there is no threatened, condemnation with respect to any Leased Real Property. (c) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither all of the buildings and structures on the Leased Real Property are in good condition of maintenance and repair, ordinary wear and tear excepted, and are adequate, sufficient and suitable for their present uses and purposes. (d) The Company nor any and each of its Subsidiaries is subleasinghave good and valid title to, licensing or otherwise granting any person any a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them, except as would not, individually or occupy in the aggregate, reasonably be expected to have a Company Owned Real Property Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Leased Real PropertyMaterial Adverse Effect, all personal property owned, used or held for use by the Company its Subsidiaries as of the date of this Agreement is in good operating condition and in good condition of maintenance and repair, ordinary wear and tear excepted.

Property. (a) Neither the Company nor any of its Subsidiaries owns any real property, nor is it a party to any Contract or otherwise has any obligation to acquire any real property. (b) Section 3.15(b) of the Company Disclosure Letter lists, as of the date of this Agreement, the address of each Leased Real Property and a true and complete description of the Company Lease with respect thereto (including the date and name of the parties to such Company Lease). The Company has made available to Parent a true and complete copy of each such Company Lease document. With respect to each Company Lease, except as would not be material to the real property owned by business of the Company and its Subsidiaries, taken as a whole, (i) the Company or any Subsidiary one of the Company its Subsidiaries has a good, valid and enforceable leasehold, sub-leasehold or license interest (the “Company Owned Real Property”)as lessee, either the Company sublessee or a Subsidiary of the Company has good and valid title to such Company Owned licensee) in each Leased Real Property, free and clear of all Liens Encumbrances (other than any Permitted Liens. Neither Encumbrances), subject to the Company nor any Subsidiary terms of the applicable Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real PropertyLease, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (bii) no uncured default on the part of neither the Company ornor any of its Subsidiaries has received written notice of any Actions in eminent domain, if applicablecondemnation or other similar Actions that are pending, its Subsidiary orand, to the knowledge Knowledge of the Company, there are no such Actions threatened, in each case, affecting any portion of the landlord thereunderLeased Real Property, exists (iii) no Leased Real Property is subject to any lease, license, sublease or use and occupancy agreement pursuant to which the Company has granted any third party the right to use or occupy all or any portion of any Leased Real Property, (iv) the Company’s or one of its Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under any each such Company Real Property Lease has not been disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Company Lease, and (cv) neither the Company, any Subsidiary nor, to the Knowledge of the Company, any other party to the Company Lease is in breach or default under such Company Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a breach or default default, or permit the termination, modification or acceleration of rent under any such Company Lease. (c) The Leased Real Property Lease. Except identified in Section 3.15(b) of the Company Disclosure Letter comprises all of the real property used in, or otherwise related to, the business of the Company and its Subsidiaries. (d) To the Knowledge of the Company, except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect, neither all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property, are in good condition and repair and sufficient for the operation of the business and no structural deficiencies or latent defects affecting the same exist.

Property. With respect to the (a) The Company does not own a fee interest in any real property owned by the Company or any Subsidiary property. (b) Section 4.12(b) of the Company Disclosure Schedule contains a list of all leases, subleases and other occupancy agreements, including all amendments, supplements, extensions and other modifications including the dates of such documents, the other parties thereto, any extension or expansion options and rent payable thereunder (the “Company Owned "Leases") for real property (the "Leased Real Property”), either ") to which the Company is the "tenant," "subtenant" or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Lienslessee party. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the The Company has a good and valid leasehold interest in each lease, sublease and other agreement under which to all of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of from all Liens Liens, encroachments, encumbrances or other than any Permitted Liensdefects in title, except as has described in Section 4.12(b) of the Company Disclosure Schedule and except for such Liens, encroachments, encumbrances or other defects in title which individually or in the aggregate have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Each Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effecteffect and is a valid, (b) no uncured default on the part binding and enforceable obligation of the Company or, if applicable, in accordance with its Subsidiary or, to the knowledge of the Company, the landlord thereunder, terms. There exists under any such Company Real Property Lease and (c) no event has occurred material default or circumstance exists condition which, with the giving of notice, the passage of time, time or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to havebecome a material default of the Company under any Lease. The Company has previously delivered to Parent true and complete copies of all the Leases. Except as described in Section 4.12(b) of the Company Disclosure Schedule, no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the Transactions. (c) The Leased Real Property constitutes all of the real property owned, leased, occupied or used by the Company in connection with the business of the Company. Except as set forth in Section 4.12(c) of the Company Disclosure Schedule, other than the Company, there are no parties in possession or parties having any current or future right to occupy any of the Leased Real Property during the term of any Lease regarding such Leased Real Property. The Leased Real Property is sufficient and appropriate for the conduct of the business of the Company as it is currently conducted or as it is currently proposed to be conducted. To the knowledge of the Company (i) the Leased Real Property conforms in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations, (ii) all licenses and other approvals necessary to the current occupancy and use of the Leased Real Property have been obtained and are in full force and effect, and there have been no violations thereof that individually or in the aggregateaggregate have had or reasonably would be expected to have a Company Material Adverse Effect and (iii) there exists no breach or violation of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property which individually or in the aggregate has had or would reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, neither there is no pending or threatened condemnation proceeding affecting any portion of the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property. (d) Except as set forth in Section 4.12(d) of the Company Disclosure Schedule, the Company owns good title, free and clear of all Liens, to all property and assets necessary to conduct the business of the Company as currently conducted, except for (i) Liens reflected on the Company's consolidated balance sheet at December 31, 2001 included in the Company SEC Reports, (ii) Liens 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) Liens for current Taxes not yet due and payable. The Company, as lessee, has the right under valid and subsisting leases to use, possess and control all personalty leased by the Company as now used, possessed and controlled by the Company, as applicable.

Property. With respect to The Company and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the real property owned by and other tangible assets used in or necessary for the Company or any Subsidiary conduct of the Company (the “Company Owned Real Property”)their business as currently conducted, either the Company or a Subsidiary of the Company has including good and valid title to such all real property and other tangible assets reflected in the latest audited financial statements included in the Company Owned Real PropertySEC Filings as being owned by the Company and its Subsidiaries or acquired after the date thereof (other than property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens other than any except for Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good Liens and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except The Company and its Subsidiaries are collectively the lessee of all property material to the business of the Company and its Subsidiaries which is purported to be leased by the Company and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither all items of equipment and other tangible assets owned by or leased to the Company nor and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted and is proposed to be conducted. Section 4.16 of the Company Disclosure Letter lists all material real property and any material interest in real property owned by the Company or any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real PropertySubsidiaries.

Property. With (a) Neither Seller nor any of its Subsidiaries owns any real property parcels. Section 4.11(a) of the Seller Disclosure Letter sets forth a true, complete and accurate list of all leases, subleases or other occupancy arrangement with respect to the Business pursuant to which Seller or any of its Subsidiaries is a party or has a right to use the real property owned by the Company or any Subsidiary of the Company another Person (the “Company Owned Real PropertyLeases”), either including the Company address or a Subsidiary location and use of the Company has good and valid title to such Company Owned subject Leased Real Property. (b) Each of Seller and its Subsidiaries that leases Leased Real Property pursuant to a Lease has a valid leasehold interest therein, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in materially and adversely affect the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation continued use of the Company or property for the Subsidiary of purposes for which the Company that property is party thereto and, to the knowledge of the Company, of each other party thereto, being used by Seller and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and Subsidiaries. (c) There are no event has occurred Contracts giving any Person other than Seller or circumstance exists whichany of its Subsidiaries any right to access, with use or occupy any portion of the giving Leased Real Property, and there is no Person, other than Seller or any of noticeits Subsidiaries, in possession or having any right to occupy any of the passage of time, or both, would constitute a breach or default under any such Company Leased Real Property LeaseProperty. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Seller nor any of its Subsidiaries is subleasinghas, licensing and, to the Knowledge of Seller, no landlord of any Leased Real Property has, exercised any option or right to terminate, renew or extend or otherwise granting materially affect the rights or obligations of the tenant under any person Lease. True, complete and accurate copies of all Leases have been made available to Buyer. (d) The ownership, occupancy, use and operation of the Leased Real Property does not violate in any right material respect any instrument of record or Contract affecting such property. (e) There are no pending or, to use the Knowledge of Seller, threatened (i) appropriation, condemnation, eminent domain or occupy a Company Owned like Actions relating to the Leased Real Property or a Company (ii) Actions to change the zoning classification, variance, special use, or other applicable land use Law of any portion or all of the Leased Real Property.

Property. With respect to the real property owned by (a) The Company and the Company or any Subsidiary of the Company (the “Company Owned Real Property”)Subsidiaries, either the Company or a Subsidiary of the Company has as applicable, have good and valid title to, or hold pursuant to such good, valid and enforceable leases or other comparable contract rights, all of the tangible personal property and other tangible assets necessary for the conduct of the business of the Company Owned Real Propertyand the Company Subsidiaries, taken as a whole, as currently conducted, in each case free and clear of all any Liens (other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as where the failure to do so has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary owns, or has ever owned, any real property. Except as has not had and would not reasonably be expected to haveto, individually or in the aggregate, result in a material liability to the Company, (i) the Company Material Adverse Effectand the Company Subsidiaries have a good and valid leasehold interest in each Lease, each Company free and clear of all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever (collectively, “Liens”), except (A) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business consistent with past practice that are not due and payable or that may thereafter be paid without interest or penalty, (B) zoning, building and other similar codes and regulations imposed by governmental agencies having jurisdiction over the Leased Real Property Lease (aexcluding liens imposed by applicable Environmental Laws related to the investigation or remediation of contaminated real property) is a valid which are not violated by the current use and binding obligation operation of the Leased Real Property, and (C) Permitted Liens; (ii) no Person, other than the Company or the Subsidiary any Company Subsidiary, possesses or occupies all or any portion of any Leased Real Property; (iii) neither the Company that nor any Company Subsidiary is a party thereto to any agreement, right of first offer, right of first refusal or option with respect to the purchase, assignment, sale, or other disposition of any real property or interest therein; and (iv) neither the Company nor any Company Subsidiary has received any written notice and, to the knowledge of the Company, there are no pending or threatened proceedings to condemn the Leased Real Property or to take by power of each eminent domain or other party thereto, governmental power the Leased Real Property and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Leased Real Property Lease is in compliance in all material respects with applicable Laws, permits, zoning, regulations and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any restrictive covenants applicable to such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. With respect to Section 3.14(a) of the Company Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or any Subsidiary of the Company its Subsidiaries (the ““ Company Owned Real PropertyProperty ”), either (ii) the Company address or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear airport location of all Liens material leasehold or subleasehold estates, and concessions or other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (such property subject to a lease, sublease or other agreement, the ““ Company Leased Real Property” Property ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and such leasescomplete copies of all material instruments, subleases licenses and other agreements areagreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the Company Leased Real Property (each, a “ Lease”, and collectively, the “Company Real Property “ Leases”), in each case, free . Each Lease grants the tenant thereunder the exclusive right to use and clear of all Liens other than any Permitted Liensoccupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of Effect on the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse EffectLeases, neither the Company nor any of its Subsidiaries owns, holds, has granted or is subleasingobligated under any option, licensing right of first offer, right of first refusal or otherwise granting any person any other contractual right to use sell or occupy a dispose of the Company Owned Real Property or a the Company Leased Real PropertyProperty or any portion thereof or interest therein.

Property. With respect to the real property owned by the Company SSTI or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any one of its Subsidiaries uses (each a “SSTI Property Owner”) owns fee simple title to each of the real properties (or occupies or has the right applicable portion thereof) described in SSTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as being owned in fee, as adjusted to use or occupy any real property reflect purchases and sales since such date (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property LeasesSSTI Properties”), in each case, free and clear of all Liens other than any Permitted Liens, except . Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Except as has not had Effect with respect to SSTI, (i) the interests of the SSTI Property Owners in SSTI Properties are good and would not reasonably be expected marketable, and the same are owned free and clear of Liens except for (A) Permitted Liens, (B) Property Restrictions imposed or promulgated by Law or by any Governmental Authority and (C) such other Property Restrictions that are shown in any title insurance policy insuring SSTI’s or any of its Subsidiaries’ fee simple to haveany SSTI Property, provided that such Permitted Liens and Property Restrictions are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect with respect to SSTI, each Company Real (ii) except in the Ordinary Course, no SSTI Property Lease requires any extraordinary capital expenditure by SSTI or any of its Subsidiaries, (aiii) is a valid the execution and binding obligation delivery of this Agreement by SSTI and Purchaser do not, and the performance of this Agreement by SSTI and Purchaser will not, violate any Lien on any SSTI Property, and (iv) as of the Company or the Subsidiary date of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, this Agreement neither the Company SSTI nor any of its Subsidiaries is subleasing, licensing has granted any unexpired option agreements or rights of first refusal with respect to the purchase of a SSTI Property or any portion thereof or any other unexpired rights in favor of any third party to purchase or otherwise granting any person any right to use or occupy acquire a Company Owned Real Property or a Company Leased Real SSTI Property, which, in each case, would be accelerated by the Merger.

Property. With (a) The Company does not own in fee simple any land, buildings, structures or improvements. (b) Schedule 2.11(b) sets forth the address or other description of each parcel of Leased Real Property (as hereinafter defined), and a true and complete list of all Leases (as hereinafter defined) for each Leased Real Property (including the date, if available, and name of the parties to such Lease document). The Company has delivered or made available to the Purchaser a true and complete copy of each of the aforementioned Lease documents and such Leases have not been amended since that date. The Lease terms set forth in any summaries of Lease terms delivered by Company to Purchaser are true and correct. Except as set forth in Schedule 2.11(b), with respect to each of the aforementioned Leases: (i) with respect to the real property owned Company and except as results from the pendency of the Company’s Chapter 11 Case, such Lease is legal, valid, binding, enforceable against the Company and in full force and effect; (ii) there are no material disputes with respect to such Lease; (iii) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to such Lease; (v) the other party to such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; and (vi) there are no Liens on the estate or interest created by such Lease created or suffered to exist by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, that will not be extinguished pursuant to the knowledge Approval Order as against such estate or interest. (c) To the Knowledge of the Company, no such proceeding is threatened. Either all material buildings, structures, fixtures, building systems and equipment included in the Company or a Subsidiary Leased Real Property (the “Improvements”) are in reasonably good condition and repair in all material respects and sufficient for the operation of the Company has a good business of the Company, subject to reasonable wear and valid leasehold interest tear. To the Knowledge of the Company, there are no facts or conditions affecting any of the Improvements which would interfere in each lease, sublease and other agreement under which any material respect with the Company use or occupancy of the Improvements or any portion thereof in the operation of its Subsidiaries uses the business of the Company. (d) To the Knowledge of the Company, (i) the present use of the land, buildings, structures and improvements on the Leased Real Property are in conformity in all material respects with all applicable laws, rules, regulations and ordinances and (ii) there exists no material conflict or occupies or has the right to use or occupy dispute with any real property (such property subject to a lease, sublease regulatory authority or other agreement, the “Company Person relating to any Leased Real Property” and such leases, subleases and other agreements are, collectively, Property or the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liensactivities thereon, except in the case of clause (i) or (ii) as has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in . (e) To the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of the Company, all requisite certificates of each occupancy and other party theretopermits or approvals required with respect to the buildings, structures and is in full force and effect, (b) no uncured default improvements on the part any of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Leased Real Property Lease and the occupancy and use thereof have been obtained and are currently in effect. (cf) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such The Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually received any notice from any insurance company of any material defects or inadequacies in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Leased Real Property or a any part thereof, which would materially adversely affect the insurability of the same or of any termination or threatened termination of any policy of insurance. (g) To the Company’s knowledge, the Company has not received any written notification from any governmental or public authority that any work is required to be done upon or in connection with the Leased Real Property, where such work remains outstanding and, if unaddressed, would have a material adverse effect on the use of the Leased Real Property as currently operated.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is subleasingowns any real property. (b) Section 5.13 of the Company Disclosure Letter contains a true and complete list of all real property leased, licensing subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Subsidiary (collectively, including the improvements thereon, the “Leased Real Property”) and, for each Leased Real Property, the correct street address of such Leased Real Property. True and complete copies of all agreements under which the Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant that have not been terminated or expired as of the date hereof have been made available to Dimensional (each a “Real Property Lease”). The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property free and clear of all Liens, except Permitted Liens. (c) None of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any person Person other than the Company or its Subsidiaries any right to use the use, occupancy or occupy a Company Owned enjoyment of such Leased Real Property or a any part thereof. (d) All of the material tangible personal property reflected in the Latest Balance Sheet or otherwise used by the Company Leased Real Propertyor its Subsidiaries in the operation of their respective businesses is either (i) owned by the Company or any of its Subsidiaries, or (ii) leased pursuant to valid leasehold interests, in each case free and clear of all Liens, except Permitted Liens.

Property. With respect to (a) Section 3.17(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any Subsidiary its Subsidiaries, identifying the owner and address of each such property (“Owned Properties”). Each of the Company (the “Company Owned Real Property”)and its Subsidiaries has good, either the Company or a Subsidiary of the Company has good valid and valid title to such Company Owned Real Propertymarketable title, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to all Owned Properties, except for Liens that do not detract in any material respect from the knowledge present use or value of the Companysuch real property, no such proceeding and is threatened. Either the Company or a Subsidiary in exclusive possession thereof. (b) A true and complete copy of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy leases any real property (such property subject to a leaseagreements, sublease or other agreementtogether with any amendments, the “Company Leased Real Property” and such leases, subleases modifications and other agreements aresupplements thereto, collectively, the “Company Real Property Leases”)) has heretofore been made available to Parent. Each Lease is valid, binding and enforceable against the Company or its applicable Subsidiary in each case, free accordance with its terms and clear of all Liens other than any Permitted Liens, is in full force and effect (except as has not had may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies) except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of There are no material defaults by the Company or the Subsidiary any of its Subsidiaries, as applicable, under any of the Leases and the Company that or one of its Subsidiaries is party thereto and, in possession of the properties purported to be leased thereunder. The consummation of the transactions contemplated by this Agreement will not cause defaults under the Leases or require any consent of the applicable lessor. (c) The Owned Properties and the properties leased pursuant to the knowledge Leases (the “Leased Properties” and together with the Owned Properties, the “Real Property”) constitute all of the Company, of each other party thereto, real estate on which the Company and is in full force and effect, (b) no uncured default on the part its Subsidiaries maintain their facilities or conduct their business as of the Company or, if applicable, its Subsidiary date of this Agreement. There are no condemnation proceedings or eminent domain proceedings or sales or other disposition in lieu of condemnation of any kind pending or, to the knowledge of the Company, the landlord thereunder, exists under threatened with respect to any such Company Real Property. The Real Property Lease is in material compliance with all applicable zoning laws and (c) no event has occurred or circumstance exists whichbuilding codes, with and the giving of notice, buildings and improvements located on the passage of time, or both, would constitute a breach or default under any such Company Real Property Leaseare in good operating condition and in a state of good working order, ordinary wear and tear excepted. Except as has not had The Company and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased are in compliance with all applicable health and safety related requirements for the Real Property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. a) Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy owns any real property property. (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. b) 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 material lease, sublease and other agreement (the “Company Real Property Lease (aLeases”) is a valid and binding obligation of under which the Company or the Company Subsidiary uses or occupies or has the right to use or occupy any material real property at which the material operations of the Company that is party thereto and, to and the knowledge Company Subsidiary are conducted as of the Companydate hereof (the “Company Leased Real Property”), of each other party theretois valid, binding and is in full force and effect, subject to the Bankruptcy and Equity Exception, (bii) no uncured default of a material nature on the part of the Company or, if applicable, its the Company Subsidiary or, to the knowledge of the Company, the landlord thereunder, thereunder exists under with respect to any such Company Real Property Lease Leases and (iii) the Company and the Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Real Property Leases, the Company Leased Real Property, free and clear of all Liens, other than Company Permitted Liens. (c) no event has occurred or circumstance exists which, with The Company and the giving of notice, the passage of timeCompany Subsidiary have good and valid title to, or bothgood and valid leasehold interests in or other comparable contract rights to use, all of the tangible personal property and other tangible assets reflected as owned, leased or used by it on the most recent consolidated balance sheet of the Company contained in the Company SEC Documents filed prior to the date hereof (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), in each case free and clear of any Liens (other than Company Permitted Liens), and except where the failure to do so would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor . No representation or warranty is made under this Section 3.18(c) with respect to any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Intellectual Property or a Company Leased Real PropertyRights.

Property. With respect to (a) Section 3.10(a) of the Company Disclosure Letter lists all real property other than the Company Mineral Rights that is owned by the Company or any Subsidiary of the Company its Subsidiaries (the “Company Owned Real Property”). With respect to each Company Owned Real Property, either the Company (or a Subsidiary of the Company thereof) has good and valid marketable fee simple title to each such Company Owned Real Property, free and clear of all Liens (other than any Permitted Liens). Neither Since January 1, 2021, neither the Company nor any Subsidiary of the Company its Subsidiaries has received written notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary . (b) Section 3.10(b) of the Company has Disclosure Letter lists all leases (each a good and valid leasehold interest in each lease, sublease and other agreement under “Company Lease”) pursuant to which the Company or any of its Subsidiaries uses leases (as tenant) or occupies or has the right to use or occupy subleases (as subtenant) any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”). All Company Leases are in full force and effect, and Company holds a valid and existing leasehold interest in each Company Leased Real Property under each such applicable Company Lease. Neither the Company nor, to the Company’s knowledge, any other party to the applicable Company Lease is in default in any material respect under any of such Company Lease. No event has occurred which, if not remedied, would result in a default by the Company in any material respect under the Company Leases, and, to the Company’s knowledge, no event has occurred which, if not remedied, would result in a default by any party other than the Company in any material respect under the Company Leases. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Letter, the Company or one or more of its Subsidiaries: (i) hold and have good and sufficient title to or a possessory interest in all mining claims (patented or unpatented), leases, subleases licenses, permits, access rights, surface rights, mineral rights and other agreements arerights and interests necessary to access and explore for minerals, concentrates or ores for development purposes on their properties (collectively, the “Company Real Property LeasesMineral Rights”), in each case, free and clear of all any Liens (other than any Permitted Liens); and (ii) have the exclusive right to deal with the Company Owned Real Property and material Company Mineral Rights, and no other Person has a right to acquire any right in the Company Owned Real Property or any Company Owned Real Property, including by way of a back-in right, earn-in right, right of first refusal, royalty right or similar provision which would materially affect the Company’s or any of its Subsidiaries’ interests in the Company Owned Real Property, the Company Mineral Rights or the Permits relating to the Company Owned Real Property. Notwithstanding any of the other provisions of this Section 3.10, the Company makes no representations or warranties as to the presence or absence of unpatented mining claims or millsites in conflict with the unpatented mining claims comprising a portion of the Company Mineral Rights (the “Unpatented Claims”), that the Unpatented Claims constitute a compact group of contiguous claims free of interior gaps or fractions, or that any of the Unpatented Claims contains a discovery of valuable minerals. In addition, the Company does not make any representation or warranty as to whether or not the Company or any of its Subsidiaries has established or maintained pedis possessio rights with respect to any of the Unpatented Claims, what rights the Company or any of its Subsidiaries has to use the surface of any of the Unpatented Claims for any purpose, or otherwise as to the validity of any of the Unpatented Claims or the use of the same. (d) The Company Owned Real Property and the Company Leased Real Property (together, the “Company Real Property”) constitutes all of the real property owned, used, occupied or leased by the Company and its Subsidiaries. The Company Mineral Rights are the only material claims, leases, licenses, permits, access rights, surface rights, mineral rights, Permits or other rights or interests that are required to conduct the activities of the Company or its Subsidiaries as presently conducted and, other than the Company Real Property and the material Company Mineral Rights, there are no other material real properties in respect of which the Company or any of its Subsidiaries has any interest. (e) None of the Company or any of its Subsidiaries has received notice of any default under any of the leases and other title and operating documents or any other agreement or instrument pertaining to the Company Real Property, the Company Mineral Rights or any other material assets to which the Company or any of its Subsidiaries is a party or by or to which the Company or any such assets are bound or subject, except as has to the extent that such defaults have not had and would not reasonably be expected to haveto, individually or in the aggregate, to have a material adverse impact in respect of the Company. (f) The Company Material Adverse Effect. Except as has and its Subsidiaries are in good standing under all, and are not in default under any, and there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, leases or any other agreements and instruments pertaining to Company Real Property, the Company Mineral Rights and the other material Company assets to which it is a party or by which it or such assets are bound or subject and, to the knowledge of Company, all such leases and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases and other agreements and instruments is in default thereunder, in each case, except to the extent that such defaults have not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Company Material Adverse Effect, each material adverse impact in respect of Company. (g) No Company Real Property Lease (a) is a valid and binding obligation of the Property, material Company Mineral Rights or the Subsidiary of the material Company that is party thereto andasset has been taken or appropriated by any Governmental Authority, nor has any notice or proceeding in respect thereof been given or commenced, nor, to the knowledge of the Company, of each other party thereto, is there any intent or proposal to give any such notice or to commence any such proceeding. (h) All work and is in full force and effect, (b) no uncured default activities carried out on the part of Company Real Property or the Company or, if applicable, Mineral Rights by the Company or its Subsidiary Subsidiaries or, to the knowledge of the Company, by any other Person appointed by the landlord thereunderCompany or any of its Subsidiaries have been carried out in all material respects in compliance with all Laws, exists under and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other Person, has received any written notice or, to the knowledge of the Company, oral notice of any material breach of any such Company Real Property Lease and (c) no event has occurred or circumstance exists whichLaws, with the giving of noticeexcept as would not, the passage of timein each case, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to haveexpected, individually or in the aggregate, to have a material adverse impact in respect of the Company. (i) Except as would not reasonably be expected to be material to the Company Material Adverse Effectand its Subsidiaries taken as a whole, all work and activities carried out on the Company Real Property and the concessions relating to the Company Real Property by the Company or its Subsidiaries or, to the knowledge of the Company, by any other person appointed by the Company or any of its Subsidiaries have been carried out in compliance with all applicable Laws, and neither the Company nor any of Subsidiaries, nor, to the knowledge of the Company, any other person, has received any notice of any breach of any such applicable Laws. (j) All Taxes which are due and payable, local improvements, assessment rates, utilities and any and all other payments to or assessments of any Governmental Authority having jurisdiction in respect of the Company Real Property or Company Mineral Rights have been made by the Company or its Subsidiary in respect of the Company Real Property, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries taken as a whole. (k) Except as set forth on Section 3.10(k) of the Company Disclosure Letter, neither the Company Real Property nor the material Company Mineral Rights nor any material minerals or product derived therefrom are subject to or burdened by any royalty or royalty interest or interest of similar effect, whether registered or, to the knowledge of the Company, unregistered, other than those imposed by Law, and neither the Company nor any of its Subsidiaries is subleasing, licensing have granted any other royalty or otherwise granting similar interest in respect of any person any right to use or occupy a Company Owned Real Property or a material Company Leased Real PropertyMineral Rights or any material minerals or product derived therefrom.

Property. With (a) Exhibit B contains an identification of each parcel of real property owned, leased, subleased, or otherwise occupied by Seller, including a specific identification of whether such real property is owned or leased and, with respect to the any such real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”)Seller, either the Company or a Subsidiary of the Company complete and accurate legal description. Seller has good and valid marketable fee simple title to such Company Owned the Real PropertyProperty owned by Seller, and has good and marketable leasehold interests in the Real Property leased by Seller, free and clear of all Liens other than Liens, covenants, assessments or encumbrances, except for (i) any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice foregoing disclosed in Schedule 3.4, (ii) liens covering current property Taxes not yet delinquent, and (iii) easements, covenants, rights of way and other similar restrictions of record. To the best of Seller's knowledge, there is no unrecorded or undisclosed legal or equitable interest in any pending condemnation proceeding Real Property owned or claimed by any Person. Any lease with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) leased by Seller is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured and there does not exist any default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no or event has occurred that with notice or circumstance exists which, with the giving of notice, the passage lapse of time, or both, would constitute a breach or default under any such Company Real Property Leaselease. Except as Seller has not had received any written notice of, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company executive officers nor the general manager of Seller have received any notice of, any (i) violation of any applicable zoning, subdivision or building laws and regulations or (ii) pending or threatened condemnation proceeding against any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned the Real Property or the desire or intention of any Governmental Entity to take or use any of the Real Property or any material part thereof. The Real Property is not subject to any mining rights or claims. (b) Seller has not received any written notice of, and neither the executive officers nor the general manager of Seller have received any notice of, any violation in, on, under or about the Real Property of any restrictive covenants, deed restrictions or Law, including, without limitation, any Environmental, Health or Safety Requirement, which has not been remedied. (c) Schedule 3.4(c) sets forth a Company Leased correct and complete list, as of the date of this Agreement, of each material item of Tangible Property. Seller has good and marketable title to the Tangible Property. (d) The Real Property and Tangible Property are in good condition and repair (subject to routine maintenance and repair for similar assets of like age and use) and are usable in the Ordinary Course of Business. All of the Acquired Assets of a tangible nature, including, without limitation, the Tangible Property, are located at the Real Property. (e) The Acquired Assets constitute all the assets and rights which are reasonably necessary for the continued conduct of the Business, as currently conducted.

Property. With respect to the real property owned by the Company or any Subsidiary (a) Schedule 4.11(a) sets forth a complete and accurate list of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company all Owned Real Property, including the address of each tract or parcel of Owned Real Property. With respect to each Owned Real Property: (i) each Target Company Group Member, as the case may be, has good, valid and marketable fee simple title to such Owned Real Property free and clear of all Liens other than any (except in all cases for Permitted Liens. Neither the ); (ii) except as set forth in Schedule 4.11(a), no Target Company nor any Subsidiary of the Company Group Member has received notice of any pending condemnation proceeding with respect leased or otherwise granted to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has Person the right to use or occupy such Owned Real Property or any real property (portion such property subject to a lease, sublease or other agreement, the “Company Leased Owned Real Property” ; and (iii) except as set forth in Schedule 4.11(a), other than the right of the Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such leases, subleases and other agreements are, collectively, the “Company Owned Real Property Leases”)Property, in each casecase of the foregoing clauses (i)-(iii), free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to havethose that, individually or in the aggregate, would not be material to the Target Company Group or the Business. (b) Schedule 4.11(b) sets forth a Company Material Adverse Effectcomplete and accurate list of all Leased Real Property, including the address of each tract or parcel of Leased Real Property. Except as has not had and would not reasonably be expected set forth in Schedule 4.11(b), with respect to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that Leases: (i) such Lease is party thereto andlegal, to the knowledge of the Companyvalid, of each other party theretobinding, enforceable and is in full force and effect, effect with respect to the Target Company Group Member (bsubject to Permitted Liens) no uncured default on and with respect to the part other parties to the Lease in accordance with its terms (subject to proper authorization and execution of such lease by the other party to such lease and the application of any bankruptcy or other creditor’s rights Laws); (ii) the Target Company Group’s possession and quiet enjoyment of the Company or, if applicable, its Subsidiary Leased Real Property under such Lease has not been disturbed and there are no pending or, to the knowledge Knowledge of the CompanySeller, threatened disputes with respect to such Lease; (iii) no Target Company Group Member nor, to the landlord thereunderKnowledge of the Seller, exists any other party to the Lease is in breach or default under any such Company Real Property Lease (which breach or default remains uncured), and (c) no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a breach or default default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) no Target Company Group Member has subleased, licensed or otherwise granted any Person the right to use or occupy such Company Leased Real Property Lease. Except as has not had and would not reasonably be expected to haveProperty, in each case of the foregoing clauses (i)-(iv), other than those that, individually or in the aggregate, would not be material to the Target Company Group or the Business. (c) Except as set forth on Schedule 4.11(c), the Target Company Group has such consents, easements, rights-of-way, road crossing agreements, rail crossing agreements, access agreements and Authorizations from each Person used or held for use by the Target Company Group (collectively, “Rights-of-Way”) as are sufficient to conduct the Business in all material respects as it is currently conducted in the ordinary course. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group or the Business, with respect to each Right-of-Way: (i) such Right-of-Way is legal, valid, binding, enforceable and in full force and effect with respect to the Target Company Group Member (subject to Permitted Liens) and with respect to the other parties to the Right-of-Way in accordance with its terms (subject to the application of any bankruptcy or other creditor’s rights Laws); (ii) there are no pending or, to the Knowledge of the Seller, threatened, disputes with respect to such Right-of-Way; and (iii) no Target Company Group Member nor, to the Knowledge of the Seller, any other party to the Right-of-Way is in breach or default under such Right-of-Way, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Right-of-Way. Except as set forth on Schedule 4.11(c)(iii), all pipelines owned or operated by the Target Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing Group Members are located on or otherwise granting any person any right are subject to use valid Rights-of-Way or occupy a Company are located on Owned Real Property or a Leased Real Property, and there are no gaps in the Rights-of-Way, Owned Real Property and Leased Real Property, other than gaps that would not, individually or in the aggregate, reasonably be expected to be material to the Target Company Group or the Business. (d) (i) Each Target Company Group Member has good title to, or valid leasehold interest in, all of the Assets, free and clear of all Liens, other than Permitted Liens, and (ii) the Assets have been maintained, and currently are, in good repair, working order and operating condition and adequate for present use, ordinary wear and tear, in each case of the foregoing clauses (i) and (ii), except as would not be material to the Target Company Group or the Business. (e) The Seller has made available to the Buyer true, correct and complete copies of all (i) deeds, Leases, and other documents and instruments that vest title or other rights in the Target Company Group to the Owned Real Property and Leased Real Property and (ii) Rights-of-Way and other documents and instruments that vest title or other rights in the Target Company Group to the Rights-of-Way that are material to the Target Company Group or the Business. (f) There does not exist any pending or, to the Knowledge of the Seller, threatened, condemnation or eminent domain proceedings that affect any of the Owned Real Property or Leased Real Property.

Property. With Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither As of the date of this Agreement, neither the Company nor any Subsidiary of the Company has received written notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, and to the knowledge of the Company, Company no such proceeding is threatened. Either Section 3.16 of the Company Disclosure Schedule sets forth a correct and complete list of all Company Owned Real Property as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except . Section 3.16 of the Company Disclosure Schedule sets forth a correct and complete list of all Company Leased Property (other than Company Leased Property related to design or sales offices) as has not had and would not reasonably be expected to have, individually or in of the aggregate, a Company Material Adverse Effectdate of this Agreement. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and that 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), and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, effect and (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease Lease, and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property that is material to the business of the Company and its Subsidiaries, taken as a whole. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has since April 1, 2014 received notice of the existence of any outstanding Order or of any pending proceeding, and, to the knowledge of the Company, there is subleasingno such Order or proceeding threatened, licensing relating to the ownership, lease, use, occupancy or otherwise granting any person any right to use operation by the Company or occupy a its Subsidiaries of the Company Owned Real Property or a the Company Leased Real Property.

Property. With respect (a) The Company and its Subsidiaries have Good Title in all material respects to all of the real property Oil and Gas Interests reflected in the Company Reserve Reports or disclosed in the Company SEC Documents and attributable to interests owned by the Company and its Subsidiaries, in each case free and clear of all Liens other than Permitted Liens and Production Burdens. Each Oil and Gas Lease to which the Company or any Subsidiary of its Subsidiaries is a party is valid and in full force and effect, subject to the Enforceability Exceptions. Neither the Company nor any of its Subsidiaries has violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of any Oil and Gas Lease. Neither the Company nor any of its Subsidiaries has received written notice from the other party to any Oil and Gas Lease that the Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted in each case, in any material respect, under any Oil and Gas Lease. (b) Each of the Company and its Subsidiaries has good and valid title, in all material respects, to each real property (and each real property at which its operations are conducted) owned by it (but excluding Oil and Gas Interests), other than the Company Real Property Leases (such owned real property, the “Company Owned Real Property”), either the Company or a Subsidiary . Each of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company its Subsidiaries has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries it uses or occupies or has the right to use or occupy any real property (or real property at which its operations are conducted) (but excluding Oil and Gas Interests) (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not had and would not reasonably be expected adversely affect the existing use of the real property subject thereto by the owner (or lessee to have, individually or the extent a leased property) thereof in the aggregate, a Company Material Adverse Effectoperation of its business. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Each Company Real Property Lease (a) is a valid valid, binding and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no subject to the Enforceability Exceptions. No uncured default of a material nature on the part of the Company or, if applicable, or any of its Subsidiary Subsidiaries or, to the knowledge Knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease Lease, and (c) no event has occurred or circumstance exists which, with or without the giving of notice, the passage of time, or both, would constitute a material breach or default under any such a Company Real Property Lease. Except as has not had Section 5.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of the Company Owned Real Property and the Company Leased Real Property (collectively, the “Company Real Property”). (c) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Real Property that would not reasonably be expected to materially adversely affect the existing use of such Company Real Property by the Company and its Subsidiaries in the operation of their respective businesses thereon. Except for such arrangements solely between or among the Company and its Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the existing use of the Company Owned Real Property by the Company and its Subsidiaries in the operation of their respective businesses thereon. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Real Property that would reasonably be expected to materially adversely affect the existing use of such Company Real Property by the Company and its Subsidiaries in the operation of their respective businesses thereon. The Company Real Property constitutes all of the material real estate used in the operation of the respective businesses of the Company and its Subsidiaries. (d) There is no pending or, to the Knowledge of the Company, threatened, appropriation, condemnation or like Proceeding or Order materially affecting the Company Owned Real Property or any part thereof or of any sale or other disposition of the Company Owned Real Property or any part thereof in lieu of condemnation or other matters materially affecting and impairing the current use, occupancy or value thereof. (e) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of the Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for the recently drilled ▇▇▇▇▇ set forth in Section 5.12(e) of the Company Disclosure Schedule or awaiting on transfer orders for recently acquired Oil and Gas Interests set forth on Section 5.12(e) of the Company Disclosure Schedule. (f) To the Knowledge of the Company, all of the ▇▇▇▇▇ and all water, CO2 or injection ▇▇▇▇▇ located on the Oil and Gas Leases or Units of the Company and its Subsidiaries or otherwise associated with an Oil and Gas Interest of the Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and Applicable Law, in all material respects, and all drilling and completion (and plugging and abandonment) of the ▇▇▇▇▇ and such other ▇▇▇▇▇ and all related development, production and other operations have been conducted in compliance with all Applicable Law in all material respects. (g) All Oil and Gas Interests operated by the Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in material compliance with the applicable Oil and Gas Leases and in material compliance with Applicable Law. (h) Except as set forth on Section 5.12(h) of the Company Disclosure Schedule, none of the Oil and Gas Interests of the Company and its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions. (i) None of the Oil and Gas Interests of the Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code. (j) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any or one of its Subsidiaries has good and marketable title to, or in the case of leased property and assets, has valid leasehold interests in or valid rights under contract to use, all tangible personal property reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except for tangible personal property sold since the Company Balance Sheet Date in the ordinary course of business. None of such property or assets is subleasingsubject to any Lien, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyexcept Permitted Liens.

Property. With respect to the real property owned by the Company or any Subsidiary (a) As of the Company (the “Company Owned Real Property”)date hereof, either the Company or a Company Subsidiary owns good, valid and marketable fee simple title to each of the real properties identified in Section 3.14(a)(i) of the Company has good and valid title to such Disclosure Letter (each real property so owned, an “Owned Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, ” and, to collectively, the knowledge of the Company“Owned Company Properties”), no such proceeding is threatened. Either the Company or a Subsidiary of the Company has and a good and valid leasehold interest in each leaseof the real properties identified in Section 3.14(a)(ii) of the Company Disclosure Letter (each real property so leased, sublease a “Leased Company Property” and, collectively, the “Leased Company Properties” and other agreement under the Leased Company Properties together with the Owned Company Properties, the “Company Properties”), which comprise all of the real estate properties owned or leased by the Company and the Company Subsidiaries, as of the date hereof, in each case (except as provided below) free and clear of Liens, except for Company Permitted Liens. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of the Company Subsidiaries has good and sufficient title to all of the personal and non-real properties and assets reflected in their books and records as being owned by them (including those reflected in the Company’s consolidated balance sheet for the year ended December 31, 2014, except as since sold or otherwise disposed of in the ordinary course of business), or used by them in the ordinary course of business, free and clear of all Liens, except for Company Permitted Liens. (c) Forms of tenant leases for each state in which the Company or a Company Subsidiary operates have been made available to Parent on or prior to the date hereof, and each Company Lease is in substantially the form provided for in the state in which such Owned Company Property is located. (d) Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent rolls for each of the Company Properties, as of April 20, 2015, which rent rolls have previously been made available by or on behalf of the Company or any Company Subsidiary to Parent, are true and correct in all respects with respect to Owned Company Properties and (i) correctly reference each lease or sublease that was in effect as of such date, and to which the Company or a Company Subsidiary is a party as lessor or sublessor with respect to each of the Owned Company Properties (each a “Company Lease”) and (ii) identify the rent payable under the Company Lease as of such date with respect to Owned Company Properties. The Company has provided or made available to Parent a list of all security deposit amounts held as of the date hereof under the Company Leases and such security deposits are in the amounts required by the applicable Company Lease as of the date hereof and which security deposits have been held and applied in all material respects in accordance with Law and the applicable Company Leases as of the date hereof. (e) With respect to Owned Company Properties as of the date hereof, the Owned Company Properties are not subject to any rights of way, restrictive covenants (including deed restrictions or limitations issued pursuant to any Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or reservations of an interest in title except for Company Permitted Liens. With respect to Leased Company Properties as of the date hereof, to the Knowledge of the Company, the Leased Company Properties are not subject to any rights of way, restrictive covenants (including deed restrictions or limitations issued pursuant to any Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or reservations of an interest in title except for Company Permitted Liens. (f) Valid policies of title insurance (each a “Company Title Insurance Policy”) have been issued insuring, as of the effective date of each such Company Title Insurance Policy, the Company’s or the applicable Company Subsidiary’s fee simple title to or leasehold interest in each Company Property, subject to the matters disclosed on the Company Title Insurance Policies and Company Permitted Liens. As of the date of this Agreement, to the Knowledge of the Company, each Company Title Insurance Policy is in full force and effect and no claim has been made against any such policy. (g) To the Knowledge of the Company, as of the date hereof, (i) each material certificate, Permit or license from any Governmental Entity having jurisdiction over any of its Subsidiaries uses the Company Properties or occupies agreement, easement or other right that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful egress and ingress to and from any of the Company Properties has been obtained and is in full force and effect, except for any such permits and approvals that (A) are being sought in connection with the right development or redevelopment of any Company Properties, or (B) the failure to use obtain or occupy be in full force and effect would not reasonably be likely to have a Company Material Adverse Effect, and (ii) neither the Company nor any real Company Subsidiary has received written notice of any violation of any Law affecting any of the Company Properties issued by any Governmental Entity which has not been cured, other than violations which (I) are being contested in good faith and with respect to which enforcement has been tolled pending the resolution of such contest, or (II) would not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. To the Knowledge of the Company, except for Company Permitted Liens, the buildings and improvements on the Company Properties are located within the boundary lines of the Company Property, are not encroached upon, are not in violation of any applicable setback, Law, restriction or similar agreement, and do not encroach on any other property or any easement that may burden the Company Property, in each case in a way that would reasonably be likely to result in a Company Material Adverse Effect. (h) As of the date hereof, neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties, except for any such property rezoning proceedings that have been initiated in connection with the development or redevelopment of any of the Company Properties, or (ii) any Laws including any zoning regulation or ordinance, building, fire, health or similar Law, code, ordinance, order or regulation has been violated for any Company Property which in the case of clauses (i) and (ii) above, would, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. There are no material unrestored casualties to any Company Property or any part thereof. The physical condition of the Company Property is sufficient to permit the continued conduct of the business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course of business consistent with past practice. (i) Section 3.14(i) of the Company Disclosure Letter sets forth a lease, sublease or other agreement, correct and complete list as of the “Company Leased Real Property” and such date of this Agreement of all of the leases, subleases and other agreements are, collectively, licenses entitling the Company or any Company Subsidiary to the use or occupancy of each of the Leased Company Properties (the “Company Real Property Leases”). The Company has made available to Parent copies of each Company Real Property Lease and all amendments or other modifications thereto, in each casewhich copies are correct and complete. To the Knowledge of the Company, free and clear as of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectdate hereof, each Company Real Property Lease (a) is a valid in full force and binding obligation of effect and neither the Company or the nor any Company Subsidiary of has received a written notice that it is in default under any Company Real Property Lease which remains uncured. Neither the Company that nor any Company Subsidiary is party thereto and, to the knowledge Knowledge of the Company, of each no other party theretois in breach or violation of, or default under, any Company Real Property Lease in any material respect. No event has occurred which would result in a material breach or violation of, or a default under, any Company Real Property Lease by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other person thereto (in each case, with or without notice or lapse of time or both). Each Company Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect, (b) no uncured default on the part of effect with respect to the Company or, if applicable, its or the applicable Company Subsidiary orand, to the knowledge Knowledge of the Company, with respect to the landlord thereunderother parties thereto. Except as set forth on Section 3.14(i) of the Company Disclosure Letter, exists under to the Knowledge of the Company, there are no leases, subleases, licenses, concessions or other agreements granting to any such party or parties (other than the Company Real Property Lease and (cor a Company Subsidiary) no event has occurred the right of use or circumstance exists which, with the giving occupancy of notice, the passage any material portion of time, or both, would constitute any premises subject to a breach or default under any such Company Real Property Lease. (j) Section 3.14(j) of the Company Disclosure Letter lists (i) each Company Property that is under development as of the date hereof (other than normal repair and maintenance), and describes the status of such development as of the date hereof or (ii) each Company Property that is subject to a binding agreement for development or commencement of construction by the Company or a Company Subsidiary, as of the date hereof, in each case other than those pertaining to customary capital repairs, replacements and other similar correction or deferred maintenance items in the ordinary course of business. (k) As of the date hereof, none of the Company or any Company Subsidiary has entered into or is a party to any unexpired option agreements, rights of first offer, rights of first negotiation or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third parties to purchase or otherwise acquire a Company Property or any portion thereof or entered into any Contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof. Except as set forth on Section 3.14(k) of the Company Disclosure Letter, as of the date hereof, none of the Company or any Company Subsidiary has not had entered into or is a party to any unexpired purchase agreements, option agreements, rights of first offer, rights of first negotiation or rights or first refusal with respect to the purchase of any real property, or any Contract for sale, ground lease or letter of intent to purchase or ground lease for any real property. (l) As of the date hereof, none of the Company or any Company Subsidiary is a party to any agreement relating to the management of any of the Company Properties by a party other than the Company or a Company Subsidiary. (m) The Company or a Company Subsidiary has good and would not reasonably be expected valid title to, or a valid and enforceable leasehold interest in, or other right to haveuse, individually all material personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy). None of the Company’s or such Company Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Company Permitted Liens. (n) With respect to the 20-unit building in The Point at Canyon Ridge community that was destroyed by fire on November 22, 2014, (i) as of the date hereof, reconstruction of this building is on schedule for completion prior to the end of calendar year 2015, (ii) as of the date hereof, there are no cost overruns with respect to the reconstruction, and (iii) as of December 31, 2014, the aggregate expenditures budgeted to complete the reconstruction were $865,553 in the aggregate, a Company Material Adverse Effect. (o) As of the date hereof, neither the Company nor any of its the Company Subsidiaries is subleasing, licensing engaged in any development or otherwise granting redevelopment of any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertycommunities.

Property. With respect The Company and each of its Subsidiaries have -------- good and marketable title in fee simple to all of the real property respectively owned by the Company or any Subsidiary them, and good and marketable title to all of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good other tangible properties and valid title to such Company Owned Real Propertyassets respectively owned by them, free and clear of all Liens other than any Permitted Liensexcept (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good faith by appropriate proceedings (which Liens are described in Section 4.10 of the Schedule); (iii) such imperfections of title and encumbrances, if any, as do not materially detract from the value of, or materially interfere with the present use of, such property; and (iv) for those listed in Section 4.10 of the Schedule, all of which will be released at or prior to the Merger Closing. Neither the Company nor any Subsidiary of the Company its Subsidiaries has received notice of violation of any pending condemnation proceeding with respect zoning regulation, ordinance or other law, order, regulation or requirement relating to any real property owned or leased by it which violation would reasonably be expected to have a Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatenedMaterial Adverse Effect. Either the Company or a Subsidiary The tangible personal property of the Company has a and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and valid leasehold interest repair (ordinary wear and tear excepted). None of such material tangible personal property requires any repair or replacement except for maintenance or replacement in each lease, sublease and other agreement under which the ordinary course of business or replacement in accordance with the normal useful life for such tangible personal property. None of the Company or any of its Subsidiaries uses owns any material amounts of personal property that are obsolete or occupies of below standard quality. None of the material tangible personal property is located other than at the locations of the Company or has any of its Subsidiaries set forth on Section 4.10 of the right to use or occupy any Schedule. No portion of the real property owned or leased by the Company or any of its Subsidiaries is subject to any pending condemnation proceeding or proceeding by any Governmental Entity materially adverse to such property, and, none of the Company or any of its Subsidiaries knows of any threatened condemnation proceeding with respect to such property. The buildings, plants, improvements, structures and fixtures on the real property owned or leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) have been properly maintained in all material respects, (ii) are in good operating condition in all material respects, ordinary wear and tear excepted, and are fit for the purposes for which they are being utilized, and (iii) are in accordance with all applicable laws, ordinances, rules and regulations applicable to the Company or any of its Subsidiaries or such property subject (including those relating to a leasebuilding, sublease zoning, fire or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”health codes), except for such failures to be in each caseaccordance with such laws, free and clear of all Liens other than any Permitted Liensordinances, except as has rules or regulations which have not had and would or could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasinghas received any notice alleging any such violation or requiring or calling attention to the need for any work, licensing repairs, construction, alteration or otherwise granting any person any right to use installation on or occupy a in connection with such real property which has not been heretofore been complied with by the Company Owned Real Property or a Company Leased Real Propertyits Subsidiaries.

Property. With respect to (a) Section 5.15(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of each material parcel of real property owned leased by the Company or any Subsidiary of the Company its Subsidiaries (the “Company Owned Leased Real Property” and each lease or other agreement relating to any of the Leased Real Property (the “Real Property Leases”), either the Company or a Subsidiary true and complete copies of the Company has good and valid title which have been made available to such Company Owned Real Property, free and clear of all Liens other than any Permitted LiensParent. Neither the Company nor any Subsidiary of the Company has received notice of its Subsidiaries owns any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the real property. (b) The Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a leaseleasehold, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)comparable contract rights, in each case, case free and clear of all Liens Liens, (other than any Permitted LiensLiens contained in such lease, sublease or comparable contract right) in the Leased Real Property, except as has for easements, restrictive covenants and similar encumbrances that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except as has Neither the Company nor any of its Subsidiaries nor, to the extent of the Company’s Knowledge, any other party to any Real Property Lease is in violation of or default under nor does there exist any condition which, upon the passage of time or the giving notice or both, would cause such a violation of or default under any of the Real Property Leases, except where the existence of such violations or defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Effect on the Company. The Company and its Subsidiaries enjoy peaceful and undisturbed possession under all Real Property Lease (a) is Leases to which they are a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto andparty, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither Effect on the Company. (c) The Company nor any of and its Subsidiaries is subleasinghave good and marketable title to, licensing or otherwise granting any person any right valid leasehold interests in, all of their properties and assets, free and clear of all Liens, except for Permitted Liens and except as would not reasonably be expected to use or occupy have a Company Owned Real Property or a Company Leased Real PropertyMaterial Adverse Effect on the Company.

Property. With Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, with respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither As of the date of this Agreement, neither the Company nor any Subsidiary of the Company has received written notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, and to the knowledge of the Company, Company no such proceeding is threatened. Either Section 3.16 of the Company Disclosure Schedule sets forth a correct and complete list of all Company Owned Real Property as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except . Section 3.16 of the Company Disclosure Schedule sets forth a correct and complete list of all Company Leased Property (other than Company Leased Property related to design offices) as has not had and would not reasonably be expected to have, individually or in of the aggregate, a Company Material Adverse Effectdate of this Agreement. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and that 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), and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, effect and (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease Lease, and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has since July 1, 2015 received notice of the existence of any outstanding Order or of any pending proceeding, and, to the knowledge of the Company, there is subleasingno such Order or proceeding threatened, licensing relating to the ownership, lease, use, occupancy or otherwise granting any person any right to use operation by the Company or occupy a its Subsidiaries of the Company Owned Real Property or a the Company Leased Real Property.

Property. With respect to (a) Section 5.19 of the Seller Disclosure Schedule lists (a) all real property and interests in real property owned in fee by the Company or any Subsidiary of the Company Acquired Companies (the foregoing and, at Closing, the Durham Property, the “Company Owned Real Property”), either and (b) all real property leased, subleased and licensed by or from the Company Acquired Companies (the “Leased Real Property,” and the leases, subleases or a Subsidiary licenses pursuant to which such real property is leased, subleased or licensed the “Leases”) and sets forth the address, landlord and tenant for each Lease. Such Owned Real Property and Leased Real Property constitutes all of the real property currently utilized in any material respect by the Acquired Companies in the operation of the Business: (i) The applicable Acquired Company has good and valid insurable fee title to such Company all Owned Real Property, free Property and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect good leasehold title to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company all Leased Real Property” Property and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in (ii) each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a legal, valid and binding obligation of the applicable Acquired Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of the CompanySeller, of each other party thereto, and is enforceable against the applicable Acquired Company party thereto, and, to the Knowledge of Seller, each other party thereto, in full force accordance with its terms (except in each of cases (i) and effect(ii) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at law or in equity)). (b) no uncured default on the part With respect to each Lease, (i) such Acquired Company’s possession and quiet enjoyment of the Company or, if applicable, its Subsidiary or, Leased Real Property under such Lease has not been disturbed in any material respect and (ii) there are no material disputes with respect to such Lease and to the knowledge Knowledge of the CompanySeller, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with or without the giving delivery of notice, the passage of time, time or both, would constitute a material breach or default by the Acquired Company or permit the termination, modification or acceleration of rent under such Lease. No Acquired Company has received written notice that it is in default under any such Lease, or that the other party thereto intends to cancel, terminate, or renegotiate such Lease. (c) Except for Permitted Liens, no Lease is subject to any Lien and no Acquired Company Real Property has transferred or assigned any interest in any Lease. Except as , nor has not had and would not reasonably be expected to have, individually any Acquired Company subleased or in the aggregate, a Company Material Adverse Effect, neither the Company nor otherwise granted rights of use or occupancy of any of its Subsidiaries is subleasing, licensing or otherwise granting the premises described therein to any person Person. (d) The Acquired Companies have all certificates of occupancy and Permits of any right to Governmental Authority necessary for the current use or occupy a Company and operation of each of the Owned Real Property Properties. Each Acquired Company has complied with all material conditions of the Permits applicable to them with respect to the Owned Real Properties. (e) No Acquired Company owns, holds, nor is obligated under or is a Company Leased Real Propertyparty to, any option, right of first refusal or other Contract to purchase, acquire, sell, assign, or dispose of any real estate or any portion thereof or interest therein.

Property. With respect to (a) The Company has good, valid and marketable title to, or in the real case of leased personal property owned by assets, valid leasehold interests in, all material tangible personal property currently used in the Company or any Subsidiary operation of the businesses of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, its Subsidiaries free and clear of all Liens other than any Liens, except Permitted Liens. Neither The material tangible personal property currently used in the Company nor any Subsidiary operation of the businesses of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted), except as has received notice of any pending condemnation proceeding with respect not had and would not reasonably be expected to any have, individually or in the aggregate, a Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Material Adverse Effect. (b) Either the Company or a Subsidiary of the Company has a good and valid leasehold leasehold, license or similar interest in each lease, sublease and other agreement for an annual base rent in excess of $400,000 under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelycollectively and including all amendments thereto, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.16(b) of the Company Disclosure Schedules sets forth a true, except as correct and complete list of all Company Leased Real Property. A true, correct and complete copy of each of the Company Real Property Leases has not had and would not reasonably be expected been Made Available to have, individually or in the aggregate, a Company Material Adverse EffectParent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Each Company Real Property Lease (aA) is a valid and binding obligation obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (bB) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company’s Knowledge, the landlord thereunder, exists under any such Company Real Property Lease and Lease, (cC) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under any such Company Real Property Lease and (D) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, with or without notice, the passage of time, or both, give rise to any right of the landlord or any other Person under any Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person Person any right to use or occupy a Company Owned Leased Real Property Property, nor has the Company or any of its Subsidiaries granted any Person any future right to sublease, license or otherwise use or occupy a Company Leased Real Property. (c) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property or any interest therein, nor is party to any Contract to purchase any real property or any interest therein. (d) Neither the Company nor any of its Subsidiaries has received notice of any material Proceedings in eminent domain, condemnation or other similar proceedings that are pending, and, to the Company’s Knowledge, there are no such proceedings threatened or affecting any of the Company Leased Real Property. Neither the Company nor any of its Subsidiaries has, since January 1, 2017, received notice of the existence of any material outstanding Order or of any pending Proceeding, and, to the Company’s Knowledge, there is no such material Order, or Proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Company Leased Real Property, except as would not be material to the Company and its Subsidiaries, taken as a whole.

Property. With respect to (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 4.15(a) of the Company Disclosure Letter sets forth a list of all real property owned and interests in real property leased by the Company and the Subsidiaries (individually, a “Real Property Lease” and collectively, the “Real Property Leases”) as lessee or any Subsidiary lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto). Except as set forth in Section 4.15(a) of the Company (Disclosure Letter, the “Company Owned Real Property”)Property Leases constitute all interests in real property currently used, either occupied or currently held for use in connection with the Company or a Subsidiary business of the Company and the Subsidiaries and which are necessary for the continued operation of the business of the Company and the Subsidiaries as the business is currently conducted. Each of the Company and the Subsidiaries, as applicable, has good a valid, binding and valid title to such Company Owned enforceable leasehold interest under each of the Real PropertyProperty Leases under which it is a lessee, free and clear of all Liens other than any Permitted LiensExceptions. Neither the Company nor any Subsidiary Each of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), Leases is in each case, free full force and clear of all Liens other than any Permitted Liens, except effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except Effect or as has not had and would not reasonably be expected to havedisclosed in Section 4.15(a) of the Company Disclosure Letter, individually or in the aggregate(i) each Real Property Lease, a Company Material Adverse Effect, each Company assuming such Real Property Lease (a) is a has been duly authorized, executed and delivered by the other parties thereto, constitutes the legal, valid and binding obligation of the Company or the applicable Subsidiary of the Company, enforceable against the Company or the applicable Subsidiary of the Company that is party thereto andin accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws, laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (ii) neither the knowledge Company nor any of the CompanySubsidiaries has received written notice of any uncured or unwaived material default by the Company or any of the Subsidiaries. The Company has delivered to Purchaser true, correct and complete copies of each other party the Real Property Leases, together with all amendments, modifications or supplements thereto, and is in full force and effect, . (b) no uncured default on The Company and the part Subsidiaries have good title to all of the material items of tangible personal property used in the business of the Company orand the Subsidiaries, if applicablefree and clear of any and all Liens, its Subsidiary or, to the knowledge except (i) as set forth in Section 4.15(b) of the Company, the landlord thereunder, exists under any such Company Real Property Lease Disclosure Letter and (cii) no event has occurred or circumstance exists Permitted Liens; provided, however, that nothing in this Section 4.15 is intended to address any intellectual property matters, which are the subject of Section 4.16. All such items of tangible personal property which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither are material to the operation of the business of the Company nor any and the Subsidiaries are in good condition and in a state of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertygood maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

Property. With respect to the real property owned by the Company or any Subsidiary (a) None of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company Seller or any of its Subsidiaries uses owns any real property. Section 2.12(a) of the Disclosure Schedule sets forth an accurate and complete list of all real property leased by Seller or occupies any of its Subsidiaries (each, a “Leased Facility” and collectively, the “Leased Facilities”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, pursuant to which Seller or any of its Subsidiaries holds any Leased Facility (collectively, the “Leases”). Except as otherwise disclosed on Section 2.12(a) of the Disclosure Schedule, none of Seller or any of its Subsidiaries has entered into any written or oral sublease, license, option or other right granting to any Person the right to use or occupy any real property portion of any Leased Facility or has pledged, mortgaged or otherwise granted a Lien (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than a Permitted Lien) on its leasehold interest in any Permitted LiensLeased Facility. (b) To Seller’s Knowledge, except as has not had and would not reasonably be expected to have, individually or all of the material tangible personal property included in the aggregatePurchased Assets, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation all of the Company or the Subsidiary material tangible personal property of the Company that is party thereto andSubsidiaries of Seller, to the knowledge was erected, installed, positioned and operated in accordance with all applicable industry standards (in effect as of the Companyapplicable time of such erection, of each other party theretoinstallation, positioning or operation) and is in good working order and condition, ordinary wear and tear excepted, and is in full force and effectadequate for the uses to which it is being put. In the twelve (12) month period preceding the Valuation Date, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as there has not had been any material damage, destruction or loss (whether or not covered by insurance) to any Purchased Asset or any material asset or property of a Subsidiary of Seller (excluding, for the avoidance of doubt, ordinary wear and would not reasonably be expected tear to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyassets and properties).

Property. With a) Seller does not own and did not at any time since its organization own, any real property. Seller does not lease any real property except for the Office Lease. Seller has legal and valid occupancy permits, and all other required Permits necessary and for the operation of its business in the manner operated by Seller. All rental and other payments due under the Lease have been duly made (or, if not made, will on the Closing Date be made), all acts required to be performed by Seller have been duly performed, and Seller enjoys the unrestricted quiet possession of the Premises. No improvement, fixture or equipment in the Premises or properties, leased, used or occupied by Seller nor the leasehold or occupation with respect thereto, is in violation of any Environmental, Health and Safety Requirements or any zoning, building or other similar Laws, and all such premises and properties are zoned for the operation of the Business. b) Neither Seller nor, to Seller’s or either Stockholder’s Best Knowledge, the landlord of the Premises is in default of its obligations pursuant to the real property owned Office Lease, and there has occurred no event which, with the passage of time or the giving of notice, would result in a default by Seller under the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company Office Lease. c) Seller owns outright and has good and valid marketable title to such Company Owned Real Propertyall the Assets free and clear of all Claims, and Seller’s leasehold interest under the Office Lease is not subject to any Claims. Seller has good and marketable title to all machinery, equipment, items of personal property and other tangible and intangible assets used by it and to be transferred to Purchaser pursuant to this Agreement, free and clear of any Claims of any nature whatsoever. All of the Assets are owned by Seller, except to the extent any such Assets are leased assets. All such leased Assets are leased by Seller pursuant to valid lease agreements which are listed in the Disclosure Letter, and neither Seller nor, to the Best Knowledge of Seller or either Stockholder, the lessor of such leases is in default under any of such leases. No event has occurred which, with the passage of time or the giving of notice by a third party would result in a default by Seller under any such lease. The Disclosure Letter shall set forth the term of each such lease, the rental payments, additional rentals and impositions due, renewal or purchase options and other pertinent data. d) The Office Lease and all Liens other than leases, Contracts and licenses to be assumed by Purchaser under this Agreement were made at arms’ length with non-affiliated persons, except as set forth in the Disclosure Letter. e) Except for the Landlord’s consent pursuant to the Office Lease, all of Seller’s rights under leases of all of its real and personal property and its Contracts may be transferred to Purchaser without the consent of any Permitted Liensthird party. f) Deleted. g) Seller and each of its predecessors and Affiliates has complied and is in compliance with all Environmental, Health and Safety Requirements. Neither Seller nor any of its predecessors and Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released, or dealt in any manner with any Hazardous Materials, and never owned or leased any real property on which any of such activities were conducted. Neither the Company nor any Subsidiary of the Company has received notice its predecessors or Affiliates has, either expressly or by operation of Law, assumed or undertaken any pending condemnation proceeding Liability, including, without limitation, any obligation with respect to corrective or remedial action, on its own behalf or on behalf of any Company Owned Real Propertyother Person, andrelating to Environmental, Health and Safety Requirements. No facts, events or conditions relating to the knowledge past or present facilities, properties or operations of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company Seller or any of its Subsidiaries uses predecessors and Affiliates will prevent, hinder or occupies limit continued compliance with Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or has the right corrective obligations pursuant to use Environmental, Health and Safety Requirements or occupy any real property give rise to other Liabilities (such property subject to a leasewhether accrued, sublease absolute, contingent, unliquidated or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”otherwise), in each casepursuant to Environmental, free Health and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real PropertySafety Requirements.

Property. With respect to Other than the real property owned by Leased Premises and except as disclosed in the Company or any Subsidiary Registration Statement, Prospectuses and Disclosure Package, each of the Company (Corporation and the “Company Owned Real Property”)Subsidiaries is the absolute legal and beneficial owner of, either the Company or a Subsidiary of the Company and has good and valid marketable title to such Company Owned Real Propertyto, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice material properties and assets thereof as described in the Registration Statement, Prospectuses and Disclosure Package, and no other property or assets are necessary for the conduct of the business of the Corporation and the Subsidiaries as currently conducted. Any and all of the material Contracts and other documents pursuant to which each of the Corporation and Subsidiaries holds the material property and assets thereof (including any pending condemnation proceeding interest in, or right to earn an interest in, any Intellectual Property) are valid and subsisting Contracts and documents in full force and effect, enforceable in accordance with respect the terms thereof, except where failure to any Company Owned Real Propertybe so would not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Registration Statement, andProspectuses and Disclosure Package, to the knowledge of the CompanyCorporation there is no claim or basis for any claim that could materially and adversely affect the right of the Corporation or any Subsidiary to use, no such proceeding transfer or otherwise exploit their respective material assets, none of the material properties (or any interest in, or right to earn an interest in, any property) of the Corporation or any Subsidiary is threatenedsubject to any right of first refusal or purchase or acquisition right, the exercise of which would be reasonably expected to result in a Material Adverse Effect and neither the Corporation nor any Subsidiary has a responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property and assets thereof. Either With respect to each premises which the Company Corporation or any Subsidiary occupies as tenant (the "Leased Premises"), the Corporation or a Subsidiary occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under leases pursuant to which the Company Corporation or any of its Subsidiaries uses or a Subsidiary occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” Premises is in good standing and such leases, subleases in full force and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Lienseffect, except as has not had and where failure to be so would not reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Except as has not had The performance of obligations pursuant to and would not reasonably be expected to have, individually or in compliance with the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid terms of this Agreement and binding obligation the completion of the Company or transactions described herein by the Subsidiary Corporation, will not afford any of the Company that is party thereto and, parties to such leases or any other person the knowledge right to terminate such leases or result in any additional or more onerous obligations under such leases. The Corporation has provided the Agents with true and complete copies of all leases in respect of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real PropertyPremises.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to a) Except for such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has matters that have not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation the members of the Company or Alkali Group have all necessary mineral rights, surface and subsurface rights, water rights and rights in water, rights of way, licenses, easements, ingress, egress and access rights, and all other rights and interests granting the Subsidiary members of the Alkali Group the rights and ability to mine, extract, remove, process, transport and market the minerals produced at the mines of the Business, in the ordinary course thereof (“Mineral Rights”), free and clear of any Liens, other than Permitted Liens. Neither the Company that is party thereto andnor any other member of the Alkali Group, nor, to the knowledge Knowledge of the Company, any other party to a lease or other agreement providing for Mineral Rights, has violated any provision of such lease or other agreement providing for Mineral Rights, and no circumstance exists that, with or without notice, the lapse of time, or either, would constitute a default under, or give rise to any rights to terminate (in whole or in part) or suspend, any lease or other agreement providing for Mineral Rights. There are no leases, subleases, licenses, concessions, rights-of-way, easements or other agreements, whether written or oral, granting third Persons (other than members of the Alkali Group) the right of use or occupancy of, any Mineral Right (or the surface thereof). (b) Section 3.12(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Owned Real Property and Leased Real Property (collectively, the “Real Property”), along with the street address and the identity of the record owner, lessor, lessee and current occupant (if different from lessee) of each such Real Property. With respect to each Owned Real Property: (i) the members of the Alkali Group have good and valid fee simple title to the Owned Real Property, in each case free and clear of all Liens except for Permitted Liens, (iii) there are no leases, subleases, or other party theretosimilar agreements affecting the Owned Real Property, and (iii) there are no outstanding options, rights for first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein other than this Agreement. Seller has made available to Purchaser true, correct and complete copies of all deeds, title policies and surveys regarding the Owned Real Property in Seller’s or its Affiliates’ possession or reasonable control. (c) Section 3.12(c) of the Company Disclosure Schedule contains a true, correct and complete list of all leases (including all amendments extensions, renewals, guaranties and other agreements with respect thereto) (collectively, the “Leases”) for each such Leased Real Property. Seller has made available to Purchaser true, correct and complete copies of the Leases. With respect to the Leases: (A) such Lease is 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, (bB) no uncured default on the part members of the Company orAlkali Group have good and valid leasehold estate in all Leased Real Property, if applicablefree and clear of all Liens except for Permitted Liens, its Subsidiary (C) neither any member of the Alkali Group nor, to the Knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and no event has occurred or, to the knowledge Knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a breach or default default, or permit the termination, modification or acceleration of rent under any such Company Real Property Lease. Except as , and (D) no member of the Alkali Group has not had and would not reasonably be expected to haveassigned, individually or subleased, mortgaged, deed in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing trust or otherwise granting transferred or granted any person any right to use security interest in such Lease or occupy a Company Owned Leased Real Property or a Company Leased any interest therein. (d) There are no pending, or to the Knowledge of the Company, threatened proceedings by any Governmental Entity to condemn, take, expropriate or demolish the Real PropertyProperty or Mineral Rights.

Property. With respect (1) Except as would not reasonably be expected to be material to the Company, the Company has good, and, in the case of Owned Real Property, insurable, title to or, in the case of securities and investments, a “security entitlement” (as defined in the Uniform Commercial Code) in, or in the case of Leased Real Property, a valid and enforceable leasehold interest in, all property (whether real property or personal, tangible or intangible, and including securities and investments) and assets purported to be owned or leased by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Propertyits Subsidiaries, free and clear of all Liens other than any except for Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect With regard to any Company Owned Real Property, andexcept as Previously Disclosed, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company is not leasing or otherwise granting to any of its Subsidiaries uses or occupies or has person the right to use or occupy such Owned Real Property or any real property (such property subject portion thereof. With regard to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectCompany, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Company’s Knowledge, each of the Company, of each other party parties thereto, is not in material breach of such Lease. (2) The Company has (i) Previously Disclosed a complete and is in full force accurate list of all Owned Real Property (including OREO) and effectLeased Real Property (together, (bthe “Real Property”) no uncured default on the part as of the Company ordate hereof, if applicableand (ii) made available to Parent complete and accurate copies of all material Lease documents including leases, its Subsidiary oramendments, addendums, exhibits, letter agreements and similar documents relating to the knowledge Leased Real Property as of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Leasedate hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting owns any person any right to use or occupy a Company Owned residential Real Property or a Company Leased Real Propertyas of the date hereof other than Previously Disclosed OREO.

Property. With respect to the real property owned by the Company or any Subsidiary Each of the Company (and the “Company Owned Real Property”), either the Company or a Subsidiary of the Company Subsidiaries has good and valid title to such Company Owned Real Propertytitle, free and clear of all Liens other than any Permitted Liens. Neither , to all of its owned properties and assets, real and personal, tangible or intangible, that are material to the Company nor any Subsidiary business of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Propertyand the Subsidiaries as currently being conducted, and, to including the knowledge of the Company, no such proceeding is threatened. Either owned property and assets that are reflected on the Company Financial Statements or a Subsidiary were acquired after March 31, 2002, except for (i) Liens incurred in the ordinary course of business, (ii) Liens relating to purchase money security interests entered into in the Company has a good and valid leasehold interest ordinary course of business, (iii) properties or assets disposed of in each leasethe ordinary course of business, sublease (iv) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carrier’s and other agreement under which similar Liens arising in the Company ordinary course of business, (v) Liens for current Taxes and assessments not yet past due or any of its Subsidiaries uses delinquent or occupies that are being contested in good faith by appropriate proceedings or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all vi) Liens other than any Permitted Liens, except as has not had and that would not reasonably be expected to have, individually or in the Table of Contents aggregate, a Company Material Adverse Effect. Except All of the real property owned or leased by the Company and the Subsidiaries, and all real property owned or leased by any Seller or any Affiliate of any Seller (other than the Company or any Subsidiary) and leased to, or otherwise used by, the Company and the Subsidiaries, is set forth in Section 3.16 of the Sellers’ Disclosure Letter. All leases pursuant to which the Company or any of the Subsidiaries, as has not had and would not reasonably be expected to havelessee, individually leases real or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a personal property are valid and binding obligation of on the Company or and the Subsidiary of the Company that is party thereto Subsidiaries and, to the knowledge Knowledge of the CompanySellers, on the other parties thereto and neither the Company nor such Subsidiary nor, to the Knowledge of each the Sellers, any other party thereto, and is in full force and effectmaterial default thereunder. There are no leases, (b) no uncured default on subleases, licenses or other agreements granting to any Person other than the part Company or any of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use the possession, use, occupancy or occupy enjoyment of the real property owned or leased by the Company or any of the Subsidiaries, or any portion thereof. To the Knowledge of the Sellers, all buildings, structures and other improvements included within the real property owned or leased by the Company and the Subsidiaries are presently in a Company Owned Real Property or a Company Leased Real Propertycondition that is adequate for the intended uses of such property, subject to continued repair and replacement in accordance with past practice, and normal wear and tear excepted.

Property. With respect (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the real property Company or one of its Subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company Reports as being owned by the Company or any Subsidiary one of its Subsidiaries or acquired after the Company date thereof (except properties sold or otherwise disposed of since the “Company Owned Real Property”date thereof in the ordinary course of business consistent with past practice), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither . (ii) Except as set forth in Section 5.1(m)(ii) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) the Company or one of its Subsidiaries has good and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and to all of the buildings, structures and other improvements thereon free and clear of all Liens other than Permitted Liens; (b) neither the Company nor any Subsidiary of its Subsidiaries has leased, subleased, licensed or otherwise granted any person the right to use or occupy the Owned Real Property which lease, license or grant is currently in effect or collaterally assigned or granted any other security interest in the Owned Real Property which assignment or security interest is currently in effect; (c) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any party to purchase any Owned Real Property; and (d) there is not pending or, to the Knowledge of the Company, threatened any condemnation proceedings related to any of the Owned Real Property. Section 5.1(m)(ii) of the Company has received notice Disclosure Letter contains a complete and correct list of any pending condemnation proceeding with respect to any Company all Owned Real Property, and sets forth (x) the location and (y) nature and use of such Owned Real Property. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) each lease, sublease or license pursuant to which the Company and its Subsidiaries leases, subleases or licenses any real property (the “Leases”) is a valid and binding obligation on the Company and each of its Subsidiaries party thereto and, to the knowledge Knowledge of the Company, each other party thereto and is in full force and effect and enforceable in accordance with its terms; (b) there is no such proceeding is threatened. Either breach or default under any Lease by the Company or a Subsidiary any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto; (c) 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; and (d) the Company or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Lease has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any parcel of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property which is subject to a leaseLease and is in possession of the properties purported to be leased, sublease subleased or other agreement, licensed thereunder. Section 5.1(m)(iii) of the “Company Leased Real Property” Disclosure Letter contains a complete and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear correct list of all Liens other than any Permitted LiensLeases that are material to the Company and its Subsidiaries, except and the Company has made available to Parent complete and correct copies of all such material Leases (including modifications, supplements, amendments and waivers). (iv) Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Company Real Property Lease (a) is the Company and each of its Subsidiaries has good and marketable title to, or a valid and binding obligation leasehold interest in, all of the personal property used by the Company and its Subsidiaries in the operation of their businesses, free and clear of all Liens, other than Permitted Liens and (b) all significant operating equipment of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasingin good operating condition, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyordinary wear and tear excepted.

Property. With respect to the real property owned by the Company or any Subsidiary (a) Each of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company Transferred Companies has good and valid title to such Company Owned Real Propertytitle, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary , to all of the Company has received notice of any pending condemnation proceeding with respect to any Company its Owned Real Property, and, to that are reflected as owned by it on the knowledge Interim Financial Statements except (i) as set forth on Section 4.14 of the CompanySeller Disclosure Letter, no such proceeding is threatened. Either the Company or a Subsidiary and (ii) for Permitted Liens. (b) All of the Company has a good and valid leasehold interest Leased Property is set forth in each lease, sublease and other agreement under which Section 4.14 of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property Seller Disclosure Letter (such property subject to a lease, sublease or other agreement, the “Transferred Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”). Except as set forth in Section 4.14 of the Seller Disclosure Letter, in each case, all Transferred Company Leases are free and clear of all Liens (other than any Permitted Liens), except as has not had and would not reasonably be expected to havevalid, individually or in legally binding and enforceable against the aggregate, a Transferred Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of the CompanySellers, of each other enforceable by the Transferred Company party thereto, in each case in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect, affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. Except as set forth in Section 4.14 of the Seller Disclosure Letter, each Transferred Company is not in default under any of the Transferred Company Leases, and to the Knowledge of the Sellers, none of the other parties to the Transferred Company Leases is in full force and effectmaterial default under any of the Transferred Company Leases. To the Knowledge of the Sellers, (b) there are no uncured default leases, subleases, licenses or other agreements granting to any Person other than the Transferred Companies any right to the possession, use, occupancy or enjoyment of the real property owned or leased by the Transferred Companies, or any portion thereof, except as set forth in Section 4.14 of the Seller Disclosure Letter or as set forth on the part relevant Transferred Company Title Policy or in the Transferred Company Leases. (c) No Condemnation proceedings have commenced against the Real Property, nor has any Seller received written (or to the Knowledge of the Company orSellers oral) notice of any Condemnation proceedings and to the Knowledge of the Sellers, if applicableno such Condemnation proceedings are threatened against the Real Property, its Subsidiary and no actions are pending or, to the knowledge Knowledge of the CompanySellers, threatened for the relocation of roadways providing access to the Real Property. (d) No Seller has received any written notices of violation from any Governmental Bodies or any other party (excluding notices of violations or claims of violations of Environmental Laws, which are covered by Section 4.11) with respect to the Real Property which remain uncured. (e) Except as set forth in Section 4.14 of the Seller Disclosure Letter, to the Knowledge of the Sellers, sewer, water, gas, telephone, electric lines and drainage facilities are adequate to presently service the current operations of the Project on the Real Property. Further, the landlord thereunder, exists under any such Company Real Property Lease has adequate rights of access to public ways (and (c) the Leased Property makes no event has occurred material use of any means of access, ingress or circumstance exists whichegress that is not pursuant to dedicated public ways or recorded, with irrevocable rights-of-way or easements or the giving terms of noticethe applicable Transferred Company Leases), and all roads necessary for use by the passage of time, or both, would constitute a breach or default under any such Company Project on the Real Property Lease. for its current operation have been completed. (f) Except as has not had and set forth in Section 4.14 of the Seller Disclosure Letter, to the Knowledge of the Sellers, (i) there are no pending public plans or proposals for changes in road grade, access or other improvements which would not reasonably be expected to have, individually or in the aggregate, have a Transferred Company Material Adverse Effect, neither (ii) there is no pending ordinance or other action authorizing improvements, the Company nor any cost of its Subsidiaries is subleasing, licensing which would reasonably be expected to be assessed in whole or otherwise granting any person any right to use in part against the Transferred Companies or occupy a Company Owned the Real Property which will not be paid by Sellers, (iii) the Real Property is free of any material damage or a Company Leased waste, and (iv) the Real Property.Property and the operation of

Property. With respect to Section 3.14(a) of the Company Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or any Subsidiary of the Company its Subsidiaries (the “Company Owned Real Property”), either (ii) the Company address or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear airport location of all Liens material leasehold or subleasehold estates, and concessions or other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”). Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, the Company or its Subsidiaries have made available (or within 10 Business Days following the date hereof will make available) to Parent correct and such leasescomplete copies of all material instruments, subleases licenses and other agreements areagreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the Company Leased Real Property (each, a “Lease”, and collectively, the “Company Real Property Leases”), in each case, free . Each Lease grants the tenant thereunder the exclusive right to use and clear of all Liens other than any Permitted Liensoccupy the premises and the tenant enjoys peaceful and undisturbed possession thereon, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. All buildings, each structures, fixtures and other improvements on the Company Owned Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Leased Real Property Lease are in good condition and (c) no event has occurred or circumstance exists whichare in all material respects adequate to operate the business as currently conducted, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except except as has have not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except as set forth in the Leases, neither the Company nor any of its Subsidiaries owns, holds, has granted or is subleasingobligated under any option, licensing right of first offer, right of first refusal or otherwise granting any person any other contractual right to use sell or occupy a dispose of the Company Owned Real Property or a the Company Leased Real PropertyProperty or any portion thereof or interest therein.

Property. With respect to (a) Section 3.16(a) of the real property owned by Company Disclosure Letter lists, as of the date of this Agreement, the address of each Owned Real Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company or any Subsidiary one of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company its Subsidiaries has good and valid fee simple title to such Company each Owned Real Property, free and clear of all Liens Encumbrances (other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect Encumbrances), (ii) no Owned Real Property is subject to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease sublease, license or use and other occupancy agreement under pursuant to which the Company or any of its Subsidiaries uses or occupies or Subsidiary has granted any third party the right to use or occupy all or any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company portion of any Owned Real Property Leases”(other than Permitted Encumbrances), in each case, free and clear (iii) there are no outstanding options or rights of all Liens other than first offer or refusal for the benefit of a third party to purchase any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Owned Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (civ) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, in each case, affecting any portion of the Owned Real Property. (b) Section 3.16(b) of the Company Disclosure Letter lists, as of the date of this Agreement, the address of each Leased Real Property and the Company Lease with respect thereto. Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the Company or one of its Subsidiaries has a good and valid leasehold, subleasehold or license interest (as lessee, sublessee or licensee) in each Leased Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances), subject to the terms of the applicable Company Lease, (ii) neither the Company nor any of its Subsidiaries has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, in each case, affecting any portion of the Leased Real Property and (iii) no Leased Real Property is subleasingsubject to any license, licensing sublease or otherwise granting use and occupancy agreement pursuant to which the Company has granted any person any third party the right to use or occupy all or any portion of any Leased Real Property. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, all buildings, structures, fixtures and other improvements located on the Owned Real Property or a Company on the Leased Real PropertyProperty for which the Company or any Subsidiary is responsible (i) are in good operating condition and repair, are free of any material defect, (ii) are adequate for use in the ordinary course of business consistent with past practice of the Company and (iii) do not materially encroach on any real property (that is not part of the Owned Real Property or Leased Real Property which it is on) and there are no buildings or improvements that encroach onto the Real Property that materially impair the ability to use any such Real Property in the ordinary course of business consistent with past practice of the Company. (d) Except as would not, individually on in the aggregate, have a Material Adverse Effect, (i) each Real Property has adequate rights of way and access to water, sanitary sewer and storm drain facilities and all other public utilities necessary for the current use and occupancy of the Company, (ii) neither the Company nor any Subsidiary has received any written notice from any utility company or municipality of any fact or condition which could result in the discontinuation of presently available sewer, water, electric, gas, telephone or other utilities or services for the Real Property and (iii) the Real Property has access to public roads, streets or the like or valid perpetual easements over private streets, roads or other private property for such ingress to and egress from such property.

Property. With respect to (i) The Company or its Subsidiaries is the registered and beneficial owner of the real property owned by the Company or any Subsidiary described in section (t) of the Company Disclosure Letter (together with all improvements located thereon and all easements and other rights and interests appurtenant thereto, collectively, the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good ) and valid holds fee simple title to such Company Owned Real Propertythereto, free and clear of all Liens other than any Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries do not own any other real property. Neither the Company nor its Subsidiaries is a party to any Subsidiary Contract or option to purchase any real property or interest therein. (iii) In respect of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property: neither the Company nor its Subsidiaries have received any notice, and have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Company Owned Real Property; there are no leases in respect of the Company Owned Real Property or any portion thereof other than Permitted Liens; no Person has any right of first refusal, option, or other right to acquire the Company Owned Real Property or any part thereof other than Permitted Liens; the Company or its Subsidiaries is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Company’s and its Subsidiaries present use of and operations on the Company Owned Real Property; the Company and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens; to the knowledge of the Company, the use, ownership, occupancy and operation of the Company Owned Real Property in the manner in which it is now used, owned, occupied and operated comply in all material respects with all zoning, building, use, safety or other similar Laws; all improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the business of the Company or its Subsidiaries as currently conducted at such Company Owned Real Property and sufficient for their current occupancy and use; neither the Company nor its Subsidiaries has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Company Owned Real Property and, to the knowledge of the Company, no such proceeding is threatened. Either special Taxes, levies or assessments are pending or contemplated. (iv) Each property currently leased or subleased by the Company or its Subsidiaries from a Subsidiary of third party (together with the Company has a good improvements included therewith or therein or located thereon, and valid leasehold interest in each lease, sublease all easements and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any rights and interests in real property (such property subject to a lease, sublease or other agreement, appurtenant thereto and all rights and privileges under the “Company Leased Real Property” and such leases, subleases and other agreements areleases related thereto, collectively, the “Company Real Property LeasesLeased Properties”) is listed in section (t) of the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (all written or oral leases, subleases, licenses, concessions and other agreements, including all amendments, modifications, extensions, renewals, guaranties, and other agreements with respect thereto, collectively, the “Company Lease Documents”). The Company or its Subsidiaries, as applicable, holds good and valid leasehold interests in each casethe Company Leased Properties, free and clear of all Liens on the leasehold interest other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation Each of the Company or Lease Documents is valid, binding and in full force and effect as against the Subsidiary Company and its Subsidiaries, as applicable, and to the knowledge of the Company that is party thereto andCompany, as against the other parties thereto. Neither the Company, its Subsidiaries nor, to the knowledge of the Company, any of each the other party theretoparties to the Company Lease Documents, and is in full force and effectmaterial breach or violation or default (in each case, (bwith or without notice or lapse of time or both) no uncured default on the part under any of the Company orLease Documents which breach, if applicableviolation or default has not been cured, and the Company and its Subsidiary orSubsidiaries has not received or given any notice of default under any such agreement which remains uncured, and to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, which with the giving of notice, the notice or passage of time, or both, would constitute a breach or default under any Company Lease Documents. There are no current material disputes with respect to such Company Real Property LeaseLease Documents. No security deposit or portion thereof deposited with respect to any Company Lease Documents has been applied in respect of a breach or default thereunder which has not been redeposited in full. Except as disclosed in the Company Disclosure Letter, neither the Company nor its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Company Lease Documents. Neither the Company not its Subsidiaries has not had subleased, licensed or otherwise granted any other party the right to use or occupy any Company Leased Properties or any portion thereof, and would not there are no Persons other than the Company or its Subsidiaries occupying or holding valid rights to occupy the Company Leased Properties. Neither the Company nor its Subsidiaries has collaterally assigned or granted any security interest in any Company Lease Documents or any interest therein. The Company Leased Properties, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably be expected sufficient for the operation thereof for their current use, and, to havethe Company’s knowledge, there are no material structural or other physical defect or deficiency in the condition of such improvements, and to the Company’s knowledge, there are no facts or conditions that would, individually or in the aggregate, a interfere in any material respect with the use or occupancy of such Company Material Adverse Effect, neither Leased Properties in the operation of the business of the Company and its Subsidiaries as currently conducted thereon. Neither the use nor occupancy thereof violates in any way any applicable Laws, licenses, certificates, permits, covenants, conditions or restrictions, whether state, local or private, and the Company or its Subsidiaries has received all required permits, certificates, licenses, authorizations and approvals under Law in connection with the use and occupancy thereof. (v) The Company and each of its Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective other material assets and property not listed above in paragraph (t) and the Company’s and its Subsidiaries’ ownership of or leasehold interest in any such property is subleasingnot subject to any Liens, licensing or otherwise granting any person any right to use or occupy a except for Permitted Liens. (vi) The Company Owned Real Property or a and the Company Leased Properties, as applicable, are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company’s and its Subsidiaries facilities. The Company Owned Real PropertyProperty and the Company Leased Properties constitute all of the real property owned, leased, subleased, licensed or otherwise used or occupied by the Company and its Subsidiaries or otherwise used in connection with the business of the Company.

Property. With respect to (a) Except as set forth in Section 4.13(a) of the Disclosure Schedule, the Company or a Company Subsidiary owns fee simple title to, or a valid leasehold interest in, each of the real properties identified in Section 4.13(a) of the Disclosure Schedule (each property so owned, a “Company Property” and collectively, the “Company Properties”), which schedule identifies all of the real estate properties currently owned (including properties under construction or development) or ground leased by the Company or any Subsidiary of the a Company Subsidiary. Each Company Property (the “Company Owned Real Property”)except as provided below) is owned or ground leased, either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Propertyas applicable, free and clear of Liens, except for Permitted Liens and any other limitations of any kind, if any, that would not individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent a true, correct and complete list of all loans encumbering the Company Properties along with the amounts, maturity date and interest rate and balances of such loans. True, correct and complete copies of all material loan documents encumbering the Company Properties have been made available to Parent. (b) The Company Properties are not subject to any rights of way, restrictive covenants (including deed restrictions or limitations issued pursuant to any Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or reservations of an interest in title except for Permitted Liens and any other than limitations of any Permitted Lienskind, if any, that would not individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) For each Company Property, policies of title insurance (each a “Company Title Insurance Policy”) have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or the applicable Company Subsidiary with respect to the Company Properties that are not subject to the Ground Leases. To the knowledge of the Company, such policies are, at the date hereof, in full force and effect and no material claim has been made against any such policy. (d) Except as set forth in Section 4.13(d) of the Disclosure Schedule, (A) no material certificate, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any of the Company Properties has not been obtained and is not in full force and effect, except for any such permits and approvals that are being sought in connection with the development or redevelopment of any Company Properties, and except for such failures to obtain and to have in full force and effect, which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (B) neither the Company nor any Company Subsidiary has received written notice of any violation of any Law or any investigation relating to a possible violation of Law affecting any of the Company Properties issued by any Governmental Authority which have not been cured, contested in good faith or which violations would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (e) Neither the Company nor any Company Subsidiary of the Company has received any written notice of to the effect that (A) any condemnation or rezoning proceedings are pending condemnation proceeding or threatened with respect to any of the Company Owned Real Properties, except for any such proceedings that have been initiated in connection with the development or redevelopment of any of the Company Properties, or (B) any Laws including any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or similar Law, code, ordinance, order or regulation has been violated for any Company Property, which in the case of clauses (A) and (B) above, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (f) Section 4.13(f) of the Disclosure Schedule sets forth a correct and complete list as of the date of this Agreement of each ground lease pursuant to which any Company Parties or any Company Subsidiary is a lessee (individually, a “Ground Lease” and collectively, “Ground Leases”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Ground Lease is in full force and effect and none of the Company Parties, or any Company Subsidiary has received a written notice that it is in default under any Ground Lease which remains uncured. The Company has made available to Parent copies of each Ground Lease and all material amendments or other modifications thereto, which copies are correct and complete in all material respects. Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any Company Subsidiary is and, to the knowledge of the Company, no such proceeding other party is threatened. Either the Company in breach or violation of, or default under, any Ground Lease, (ii) no event has occurred which would result in a breach or violation of, or a Subsidiary of the Company has a good and valid leasehold interest in each leasedefault under, sublease and other agreement under which any Ground Lease by the Company or any Company Subsidiary, or to the knowledge of its Subsidiaries uses or occupies or has the right to use or occupy Company, any real property other party thereto (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free with or without notice or lapse of time or both), and clear of all Liens other than any Permitted Liens(iii) each Ground Lease is valid, except as has not had binding and would not reasonably be expected enforceable in accordance with its terms and is in full force and effect with respect to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto Subsidiaries and, to the knowledge of the Company, of each with respect to the other party parties thereto, except, in each case, as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles (regardless of whether enforceability is considered in full force and effect, a proceeding in equity or at law). (bg) no uncured default on the part Except as set forth in Section 4.13(g) of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectDisclosure Schedule, neither the Company Parties nor any Company Subsidiary has (i) granted or is bound by or subject to the terms of its Subsidiaries is subleasingany unexpired option agreements, licensing rights of first offer, rights of first negotiation or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise granting acquire a Company Property or any person any portion thereof that would materially adversely affect the Company’s or a Company Subsidiary’s ownership, ground lease or right to use or occupy a Company Owned Real Property, or (ii) entered into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof. (h) Except as set forth in Section 4.13(h) of the Disclosure Schedule, neither the Company Parties nor any Company Subsidiary is a party to any agreement relating to the management of any of the Company Leased Real PropertyProperties by a party other than the Company Parties or the Company Subsidiaries. (i) The Company has made available to Parent a rent roll relating to the Company Properties that is true, correct and complete in all material respects as of the date of this Agreement. Except as set forth on Section 4.13(i) of the Disclosure Schedule, the Company has not entered into any agreements with any Governmental Authority relating to assistance with rent payments.

Property. With respect to (i) The Company or its Subsidiaries (other than Trichome) is the registered and/or beneficial owner of the real property owned described in section (t) of the Company Disclosure Letter (collectively, the "Company Owned Real Property") free and clear of all Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries (other than Trichome) do not own any other real property. Neither Company nor its Subsidiaries (other than Trichome) is a party to any Contract or option to purchase any real property or interest therein. (iii) In respect of the Company Owned Real Property: neither the Company nor its Subsidiaries (other than Trichome) have received any notice, and have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Company Owned Real Property; there are no leases in respect of the Company Owned Real Property or any portion thereof other than Permitted Liens; other than as disclosed in section (t)(iii) of the Company Disclosure Letter, no Person has any right of first refusal, option, or other right to acquire the Company Owned Real Property or any part thereof other than Permitted Liens; to the knowledge of the Company, the Company or its Subsidiaries (other than Trichome) is not in default under any of its material obligations arising out of any Permitted Liens beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of the Company's and its Subsidiaries (other than Trichome) present use of and operations on the Company Owned Real Property; the Company and its Subsidiaries (other than Trichome) have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off- site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Liens. (iv) Each property currently leased or subleased by the Company or any Subsidiary its Subsidiaries (other than Trichome) from a third party (collectively, the "Company Leased Properties" is listed in section (t)(iii) of the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (collectively, the “"Company Owned Real Property”Lease Documents"). The Company or its Subsidiaries (other than Trichome), either the Company or a Subsidiary of the Company has as applicable, holds good and valid title to such leasehold interests in the Company Owned Real PropertyLeased Properties, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary Each of the Company has received notice of any pending condemnation proceeding with respect to any Lease Documents is valid, binding and in full force and effect as against the Company Owned Real Propertyand its Subsidiaries (other than Trichome), andas applicable, and to the knowledge of the Company, no such proceeding is threatenedas against the other parties thereto. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to To the knowledge of the Company, neither the Company, its Subsidiaries (other than Trichome) nor any of each the other party theretoparties to the Company Lease Documents, and is in full force and effectmaterial breach or violation or default (in each case, (bwith or without notice or lapse of time or both) no uncured default on the part under any of the Company orLease Documents which breach, if applicableviolation or default has not been cured, and the Company and its Subsidiary or, to the knowledge Subsidiaries (other than Trichome) has not received or given any notice of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such agreement which remains uncured. (v) The Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any each of its Subsidiaries (other than Trichome) has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective other material assets and property not listed above in paragraph (s) and the Company's and its Subsidiaries' (other than Trichome's) ownership of or leasehold interest in any such property is subleasingnot subject to any Liens, licensing or otherwise granting any person any right to use or occupy a except for Permitted Liens. (vi) The Company Owned Real Property or a and the Company Leased Real PropertyProperties, as applicable, are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company's and its Subsidiaries (other than Trichome) facilities.

Property. With respect (a) Except for assets disposed of in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet or as would not reasonably be expected to the real property owned by be material to the Company or any Subsidiary the Business, the Company owns good and marketable title to, or holds pursuant to valid and enforceable leases, all of the Company (personal property shown to be owned or leased by it on the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good Latest Balance Sheet and valid title to such Company Owned Real all Tangible Property, in each case free and clear of all Liens other than any Liens, except for Permitted Liens. Neither . (b) Schedule 5.17(b) of the Seller and Company Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all Contracts, including amendments, extensions, renewals, notices and guarantees under which the Company nor any Subsidiary leases, subleases, licenses or otherwise occupies real property (each, a “Lease” and collectively, the “Leases”, and each description of the Company real property demised under the Leases, a “Leased Property” and collectively the “Leased Properties”) or has received notice a right-of-way, easement, right of any pending condemnation proceeding with respect access or right to any Company Owned Real Propertyuse (each, andan “Easement Agreement” and collectively, to the knowledge “Easement Agreements”, and each description of the Companyinterest demised under the Easement Agreements, no such proceeding is threatenedan “Easement” and collectively, the “Easements”). Either the Company or a Subsidiary of the The Company has a good and valid leasehold interest in title to each leaseLeased Property subject only to the terms and conditions of the applicable Lease and to any Permitted Liens, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)except, in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to havebe material to the Company or the Business. The Company has a good and valid interest in each Easement subject only to the terms and conditions of the applicable Easement Agreement and to any Permitted Liens, individually or except, in the aggregateeach case, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of be material to the Company or the Subsidiary Business. Except as set forth in Schedule 5.17(b) of the Seller and Company Disclosure Schedule and the services provided under the Transition Services Agreement, neither the Seller nor any of its direct or indirect Subsidiaries (other than the Company) is a party to any leases, subleases, licenses or otherwise occupies any real property that is party thereto andnecessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date or has a right-of-way, easement, right of access or right to use any real property that is necessary to conduct and operate the Business as currently conducted in substantially the same manner in all material respects as conducted immediately prior to the Closing Date. (c) Neither the Company nor any of its other direct or indirect Subsidiaries owns any real property or has owned any real property in the last five (5) years. (d) There is no pending or, to the knowledge Knowledge of the Company, threatened, appropriation or condemnation Action materially affecting and impairing the current use, occupancy, or value of any Leased Property or any part thereof or of any sale or other disposition of any Leased Property. (e) To the Knowledge of the Company, each other party thereto, and Lease is in full force and effect, . The Company has not in the last five (b5) no uncured years sent or received written notice of any violation of or any default on the part of the Company or, if applicable, its Subsidiary orunder any Lease or Permitted Lien and, to the knowledge Knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) there are no event has occurred facts or circumstance exists whichcircumstances that, with the passage of time, the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Lease or Permitted Lien. (f) Except as set forth in Schedule 5.17(f) of the Seller and Company Disclosure Schedules, the Company has not had and would exercised any option or right to (i) terminate such Lease; (ii) lease additional premises; (iii) reduce or relocate the premises demised by such Lease; or (iv) purchase any real property. (g) The Company has not reasonably be expected to haveassigned, individually or in the aggregatepledged, a Company Material Adverse Effectmortgaged, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting transferred any person any right Lease or interest therein. (h) Seller has delivered to use or occupy a Company Owned Real Property or a Company Leased Real Propertymade available to Buyer true, correct, and complete copies of all of the Leases.

Property. With respect to Except as has not, individually or in the real property owned by the aggregate, had a Company or any Subsidiary of the Company (the “Company Owned Real Property”)Material Adverse Effect, either the Company or a Company Subsidiary of the Company owns and has good and valid title to such Company Owned Real Propertyall of its owned real property and good title to all of its personal property and has valid leasehold interests in all of its leased properties, sufficient to conduct their respective businesses as currently conducted, free and clear of all Liens (other than any Permitted Liens. Neither (i) Liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate Liens for construction in progress, (iii) mechanics’, materialmen’s, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Company nor any Subsidiary ordinary course of business of the Company has received notice or such Company Subsidiary consistent with past practice for sums not yet delinquent or being contested in good faith by appropriate proceedings, (iv) Liens imposed or granted pursuant to or in connection with the Company’s existing credit facilities or other indebtedness, and (v) all Liens and other imperfections of any pending condemnation proceeding title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with respect to any Company Owned Real Property, and, to the knowledge conduct of the Company, no such proceeding is threatened. Either the Company or a Subsidiary business of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company Subsidiaries, taken as a whole, materially detract from the value or any use of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect (collectively, “Permitted Liens”)), assuming the timely discharge of all obligations owing under or related to the owned real property, the personal property and the leased property. Except in each case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, had a Company Material Adverse Effect, each all leases under which the Company Real Property Lease (a) is a valid and binding obligation or any of the Company Subsidiaries lease any real or personal property (each a “Lease” and, collectively, the Subsidiary “Leases”) are valid and in full force and effect against the Company or any of the Company that is party thereto Subsidiaries and, to the knowledge Company’s knowledge, the counterparties thereto, in accordance with their respective terms (except to the extent that enforcement of the Companyrights and remedies under the Leases are subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of each other party theretogeneral application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law)), and there is in full force and effectnot, (b) no uncured under any of such Leases, any existing default on the part of by the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under or any such Company Real Property Lease and (c) no event has occurred or circumstance exists Subsidiaries which, with the giving notice or lapse of notice, the passage of time, time or both, would constitute become a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither by the Company nor or any of its Subsidiaries is subleasingthe Company Subsidiaries. Section 3.11 of the Company Disclosure Schedule sets forth a correct and complete list, licensing as of the date indicated on such schedule, of all of the Leases under which the Company or otherwise granting any person Company Subsidiary leases any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyreal property used for commercial purposes.

Property. With respect to the real property owned by the (i) The Company or any Subsidiary its Subsidiaries is the registered and/or beneficial owner of the Real Property described in Section (u)(i) of the Company Disclosure Letter (each, a “Company Owned Real Property” and collectively, the “Company Owned Real PropertyProperties”), either the Company or a Subsidiary of the Company ) and has good and valid marketable fee simple title to such Company Owned Real Properties, free and clear of all Liens, except Permitted Liens. (ii) Other than the Company Owned Real Property, the Company and its Subsidiaries do not own any other Real Property. Other than the Company Leased Property, the Company and its Subsidiaries do not lease any other Real Property. (iii) Neither the Company nor its Subsidiaries have received any notice, and have no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Company Owned Real Property or the Company Leased Property; there are no leases in respect of the Company Owned Real Property, Company Leased Property (except those leases evidenced by the Company Lease Documents (as defined below)), or any part thereof; no Person has any right of first refusal, option, or other right to acquire the Company Owned Real Property, Company Leased Property or any part thereof; the Company and its Subsidiaries are not in default under any of their material obligations arising out of any Permitted Liens or any other matter of record beyond any applicable cure periods; all necessary permits, licenses and approvals have been obtained from the appropriate Governmental Entity in respect of the Company and its Subsidiaries’ present use of and operations on the Company Owned Real Property and the Company Leased Property and the Company owns all such licenses and all production facilities and is not operating on behalf of another license holder; the Company and its Subsidiaries have no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off- site servicing, including off-site roads, services or utilities, save and except obligations which are expressly set forth in the Permitted Liens or are paid through realty taxes. (iv) Each property currently leased or subleased by the Company or its Subsidiaries from any party (collectively, the “Company Leased Properties”) is listed in Section (u)(iv) of the Company Disclosure Letter, identifying all of the documents under which such leasehold interests are held (together with any amendments, supplements, modifications, extensions, correspondence, guaranties, and other documents, each, a “Company Lease Document” and collectively, the “Company Lease Documents”) and setting forth the amounts of any security deposits or letters of credit held pursuant to any Company Lease Document. The Company has delivered to Purchaser a true and complete copy of each Company Lease Document. The Company or its Subsidiaries, as applicable, holds good and valid leasehold interests in the Company Leased Properties, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary Each of the Company has received notice Lease Documents is valid, binding, enforceable, and in full force and effect as against the Company and its Subsidiaries, as applicable, and to the knowledge of any pending condemnation proceeding with respect to any Company Owned Real Propertythe Company, andas against the other parties thereto. Neither the Company, its Subsidiaries nor, to the knowledge of the Company, no such proceeding is threatened. Either any of the other parties to the Company Lease Documents, is in material breach or a Subsidiary violation or default (in each case, with or without notice or lapse of time or both) under any of the Company Lease Documents which breach, violation or default has a good not been cured, and valid leasehold interest in each lease, sublease and other agreement under which the Company and its Subsidiaries has not received or given any notice of default under any such agreement which remains uncured. Neither the Company nor any of its Subsidiaries uses has a defence, set-off, basis for withholding rent, claim or occupies or has counterclaim against any other party to any Company Lease Document for any failure of performance of any of the right to use or occupy any real property terms of a Company Lease Document. (such property subject to a lease, sublease or other agreement, v) The Company Owned Real Properties and the “Company Leased Real Property” Properties, as applicable, are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the current operations of the Company’s and such leases, subleases its Subsidiaries’ facilities. (vi) The Company’s or its applicable Subsidiary’s possession and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation quiet enjoyment of the Company or the Subsidiary of the Owned Real Properties and Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is Leased Properties have not been disturbed in full force and effect, any material respect. (bvii) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse EffectPermitted Lien, neither the Company nor any of its Subsidiaries is subleasinghas leased, licensing subleased, licensed, or otherwise granting granted any person any Person the right to use or occupy a the Company Owned Real Property or a Company Leased Property or any portion of it, or collaterally assigned or granted any other Lien in such Company Owned Real Property or Company Leased Property or any interest in it. (viii) Except as disclosed in Section (u)(viii) of the Company Disclosure Letter, neither the Landlord nor any other party to any Company Lease Document is an affiliate of, or otherwise has any economic interest in, the Company or its Subsidiaries. (ix) Except as disclosed in Section (u)(ix) of the Company Disclosure Letter, no Company Lease Document is subordinate to any existing Lien of any mortgage or deed of trust (each a “Mortgage”) encumbering fee or leasehold title to the Company Leased Properties or, in the event such Company Lease Document is subordinate to a Mortgage, such Company Lease Document has received an agreement from the applicable lender under the applicable Mortgage that such lender will not evict, disturb the possession or terminate the leasehold estate of the Company or its applicable Subsidiary under such Company Lease Document if there is a foreclosure of the Mortgage. (x) Each Company Owned Real Property and Company Leased Property is in material compliance with all applicable Laws and the Company and its Subsidiaries have obtained and currently maintain all applicable licenses and permits reasonably necessary for the use and operation of all Company Owned Real Property or Company Leased Property. (xi) Neither the Company nor any of its Subsidiaries have received any written notice of any existing plan or study by any Governmental Entity or by any other Person that challenges or otherwise adversely affects the continuation of the use or operation of any Company Owned Real Property or Company Leased Property, and to the knowledge of the Company, there is no such plan or study with respect to which it has not received written notice. (xii) With respect to the Company Owned Real Property and the Company Leased Property, there is no: (i) pending or, to the Company’s knowledge, threatened condemnation, eminent domain or taking proceeding; or (ii) to the Company’s knowledge, private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Company Owned Real Property or Company Leased Property, as applicable, that prohibits or materially interferes with the current use of the Company Owned Real Property or Company Leased Property, as applicable. (xiii) All water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems, as applicable, for the Company Owned Real Property or Company Leased Property have been installed and are operational and sufficient for the operation of the Company’s or its Subsidiaries’ business as currently conducted thereon. (xiv) The Company or its Subsidiaries, as applicable, have obtained a title insurance policy for each Company Owned Real Property, all of which remain in full force and effect as at the date hereof. True, complete and correct copies of the title insurance policies for the Company Owned Real Property were provided in the Company Data Room.

Property. With respect to Section 3.14(a) of the Company Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or any Subsidiary of the Company its Subsidiaries (the “Company Owned Real Property”), either (ii) the Company address or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear airport location of all Liens material leasehold or subleasehold estates, and concessions or other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and such leasescomplete copies of all material instruments, subleases licenses and other agreements areagreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the Company Leased Real Property (each, a “Lease”, and collectively, the “Company Real Property Leases”), in each case, free . Each Lease grants the tenant thereunder the exclusive right to use and clear of all Liens other than any Permitted Liensoccupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of Effect on the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse EffectLeases, neither the Company nor any of its Subsidiaries owns, holds, has granted or is subleasingobligated under any option, licensing right of first offer, right of first refusal or otherwise granting any person any other contractual right to use sell or occupy a dispose of the Company Owned Real Property or a the Company Leased Real Property.Property or any portion thereof or interest therein. Table of Contents

Property. With respect (a) Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Material Adverse Effect on the Company, the Company or one of its Subsidiaries (i) has good and marketable title to all real property and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or any Subsidiary one of its Subsidiaries or acquired after the Company date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Real PropertyProperties”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Liens, except Permitted Liens. Neither Encumbrances and (ii) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company nor any Subsidiary of SEC Reports or acquired after the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to date thereof (except for leases that have expired by their terms since the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property date thereof) (such property subject to a lease, sublease or other agreement, the “Company Leased Real PropertyProperties” and, collectively with the Owned Properties that are real property, and such leases, subleases including all appurtenances thereto and other agreements are, collectivelyfixtures thereon, the “Company Real Property LeasesProperty”), free and clear of all Liens, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all Company Real Property. The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property, taken as a whole, are in reasonable operating condition. As of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their businesses, in each case, free and clear of all Liens Liens, other than any Permitted LiensEncumbrances. The material tangible personal property owned or leased by the Company or its Subsidiaries, except taken as has a whole, is in reasonable operating condition, ordinary wear and tear excepted. (b) For purposes of this Agreement, “Permitted Encumbrances” means, with respect to the Company or Parent, as the case may be (i) statutory Liens for Taxes not had yet due and payable or which are being contested in good faith through appropriate proceedings, (ii) easements, rights of way and other similar encumbrances that (A) do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (B) are matters of record, or (C) would not reasonably be expected to havedisclosed by a current, individually accurate survey or physical inspection of Company Owned Properties that are real property, in the aggregatecase of the Company, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to haveor Parent Owned Properties that are real property, individually or in the aggregatecase of Parent, (iii) Liens constituting a lease agreement that gives any third party any right to occupy any Company Material Adverse EffectOwned Property that is real property, each Company Real in the case of the Company, or any Parent Owned Property Lease that is real property, in the case of Parent, (aiv) is a valid and binding obligation such imperfections or irregularities of title or Liens as do not materially affect the use or value of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (v) Liens securing payment, or any other obligations, of the Company or any of its Subsidiaries, in the Subsidiary of the Company that is party thereto and, to the knowledge case of the Company, or Parent or any of each other party theretoits Subsidiaries, in the case of Parent, with respect to Indebtedness, (vi) mechanics, materialmen’s and similar Liens imposed by law with respect to any amounts not yet due and payable or which are being contested in good faith through (if then appropriate) appropriate proceedings, and is (vii) other Liens arising in full force and effectthe ordinary course of business that (A) do not materially interfere with the present uses of any Company Owned Properties, (b) no uncured default on in the part of the Company or, if applicable, its Subsidiary or, to the knowledge case of the Company, or Parent Owned Properties, in the landlord thereundercase of Parent, exists under any such Company Real Property Lease and (cB) no event has occurred or circumstance exists which, are not incurred in connection with the giving borrowing of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertymoney.

Property. With respect (a) The Company and the Company Subsidiaries, individually or together, own, lease or have the right to use all of their material properties and assets reflected in the Company’s Form 10-Q filed with the SEC for the quarter ended December 31, 2010 or otherwise used by them in connection with the conduct of their businesses, other than any properties or assets that have been sold or otherwise disposed of since the date of the Company Balance Sheet Date in the ordinary course of business consistent with past practice (all such material properties and assets are referred to as the “Assets”). The Company and the Company Subsidiaries each have marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets free and clear of Liens of any nature whatsoever, other than Permitted Encumbrances. (b) Section 3.10(b) of the Company Disclosure Letter identifies all real property and interests in real property owned in fee by the Company or any Company Subsidiary of the Company (the “Company Owned Real Property”), either the . The Company or a Subsidiary of the Company Subsidiary, as applicable, has good good, valid and valid marketable title to such Company the Owned Real Property, free and clear of all Liens any Lien, other than Permitted Encumbrances. There are no outstanding options or rights of first refusal to purchase the Owned Real Property or any Permitted Liensportion of the Owned Real Property or interest therein. Neither To the Company nor any Subsidiary Knowledge of the Company, the major structural elements of the improvements comprising the Owned Real Property, including mechanical, electrical, heating, ventilation, air conditioning or plumbing systems, elevators and parking elements, are sufficient in all material respects to allow the business of the Company has received notice and the Company Subsidiaries, as applicable, to be operated in the ordinary course of business consistent with past practice. (c) Section 3.10(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of the material real property which is leased, subleased or licensed to the Company or any pending condemnation proceeding Company Subsidiary (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”); the lease, sublease or license for such property (each a “Lease”) is valid, legally binding, enforceable and in full force and effect with respect to any the Company Owned Real Propertyor the Company Subsidiary, as applicable, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunderapplicable counterparty thereto, exists under any except as such Company Real Property Lease enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and (c) no event has occurred general principles of equity, regardless of whether considered in a Proceeding in equity or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Leaseat law. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary is in breach of its Subsidiaries or default under the terms of any Lease (or has taken or failed to take any action which with notice or lapse of time, or both, would constitute a default thereunder). Prior to the date hereof, the Company has provided to Parent true and complete copies of each Lease as in effect on the date of this Agreement. (d) The Real Property is subleasingin material compliance with all applicable zoning Laws and building codes, licensing and the buildings and improvements located on the Real Property are sufficient in all material respects to allow the business of the Company and the Company Subsidiaries, as applicable, to be operated in the ordinary course of business, consistent with past practice. There are no pending or, to the Knowledge of the Company, threatened Proceedings with respect to or otherwise granting any person any right to use or occupy affecting the Real Property, except as would not have a Company Owned Material Adverse Effect. The Company and the Company Subsidiaries are in material compliance with all applicable health and safety related Laws for the Real Property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. (e) There is no pending or, to the Knowledge of the Company, threatened condemnation of any part of the Real Property used or a necessary for the conduct of the businesses of the Company Leased Real Propertyor the Company Subsidiaries, as they are currently conducted, by any Governmental Entity or other Person, which condemnation would result in an Company Material Adverse Effect.

Property. With respect to (a) Neither the Company nor any of its Subsidiaries own any real property owned nor are any of them party to any Contract or option to purchase any real property or interest therein. (b) Each property currently leased or subleased by the Company or any Subsidiary of the Company its Subsidiaries from a third party (collectively, the “Company Owned Real PropertyLeased Properties”) is listed in the Company Disclosure Letter, identifying the documents under which such leasehold interests are held (collectively, the “Company Lease Documents”), either the . The Company or a Subsidiary of the Company has its Subsidiaries, as applicable, holds good and valid title to such leasehold interests in the Company Owned Real PropertyLeased Properties, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary Each of the Company has received notice of any pending condemnation proceeding with respect to any Lease Documents is valid, binding and in full force and effect as against the Company Owned Real Propertyand its Subsidiaries, as applicable, and, to the knowledge of the Company, no such proceeding is threatenedas against the other parties thereto. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to To the knowledge of the Company, neither the Company, its Subsidiaries nor any of each the other party theretoparties to the Company Lease Documents, and is in full force and effectmaterial breach or violation or default (in each case, (bwith or without notice or lapse of time or both) no uncured default on the part under any of the Company orLease Documents which breach, if applicableviolation or default has not been cured, and the Company and its Subsidiary or, to Subsidiaries has not received or given any notice of default under any such agreement which remains uncured. (c) To the knowledge of the Company, the landlord thereunderCompany and each of its Subsidiaries, exists under as applicable, has good and valid title to, or a valid and enforceable leasehold interest in, all of its and their respective other material assets and property not listed above in paragraph (b) and the Company’s and the Subsidiaries’ ownership of or leasehold interest in any such Company Real Property Lease and property is not subject to any Liens, except for Permitted Liens. (cd) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a The Company Leased Real PropertyProperties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of the Company’s and its Subsidiaries’ facilities.

Property. With respect to the real property owned by the The Company or any Subsidiary and each of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has its Subsidiaries have good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to such own or lease, including all the properties and assets reflected in the Audited Company Owned Real Property, Balance Sheet. All properties and assets reflected in the Audited Company Balance Sheet are held free and clear of all Liens other than any Liens, except for Permitted Liens, Liens reflected on the Audited Company Balance Sheet and Liens for current Taxes not yet due and for which adequate reserves have been established in accordance with GAAP. Neither the The Company nor and its Subsidiaries do not own any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect real property. All real property leases, subleases, licenses or other occupancy agreements to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property is a party (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), ) are in each case, free full force and clear of all Liens other than any Permitted Lienseffect, except as has not had where the failure of such Company Real Property Leases to be in full force and effect would not be reasonably be expected likely to haveresult in a Company Material Adverse Effect. There is no default by the Company or any of its Subsidiaries under any of the Company Real Property Leases, individually or, to the Knowledge of the Company, defaults by any other party thereto, except such defaults as have been waived in writing or cured or such defaults that in the aggregate, aggregate would not be reasonably likely to result in a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing have leased or otherwise granting granted any person any Person the right to use or occupy all or a portion of any real property in which the Company Owned or any of its Subsidiaries holds a real property interest. Section 2.11 of the Company Disclosure Letter contains a complete and accurate list of all Company Real Property or Leases providing for the payment of annual rent in excess of $1,000,000 (each, a “Company Leased Material Real PropertyProperty Lease”) and lists for each such Company Material Real Property Lease (i) the address of the property to which such Company Material Real Property Lease pertains, (ii) the annual rent and (iii) the purpose of the facility to which such Company Material Real Property Lease pertains.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. a) Neither the Company nor any Subsidiary of its Subsidiaries owns any fee title interest in real property. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of the Company has received notice and its Subsidiaries free and clear of any pending condemnation proceeding with respect Liens, except Permitted Liens. (c) Except as has not had, and would not reasonably be expected to any have, individually or in the aggregate, a Company Owned Real PropertyMaterial Adverse Effect, and, to the knowledge of the Company, no such proceeding is threatened. Either either the Company or a Subsidiary of the Company has a good and valid leasehold leasehold, license or similar interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelycollectively and including all amendments thereto, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.16(b) of the Company Disclosure Letter sets forth a true and complete list, except as of the date of this Agreement, of all Company Leased Real Property that is material to the Company and its Subsidiaries taken as a whole. A true and complete copy of each of the Company Real Property Leases that is material to the Company and its Subsidiaries taken as a whole has been Made Available to Parent. Except as has not had been, and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectwhole, each Company Real Property Lease (aA) is a valid and binding obligation obligation, enforceable in accordance with its terms, of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (bB) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company’s Knowledge, the landlord thereunder, exists under any such Company Real Property Lease and Lease, (cC) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease and (D) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, with or without notice, the passage of time, or both, give rise to any right of the landlord or any other Person under any Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person Person any right to use or occupy a Company Owned Leased Real Property Property, nor has the Company or any of its Subsidiaries granted any Person any future right to sublease, license or otherwise use or occupy a Company Leased Real Property.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. a) Neither the Company nor any Subsidiary of its Subsidiaries currently owns or has ever owned any real property. (b) Section 4.11(b)(i) of the Company has received notice Disclosure Schedule contains a complete and accurate list of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge all of the Companyexisting leases, no such proceeding is threatened. Either subleases, licenses, or other agreements (collectively, the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement “Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any real property (such property subject to a lease, sublease or other agreementthe “Leased Premises”), the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelyname of the lessor, the “date and term of the Real Property Lease and each amendment thereto, the size of the Leased Premises and the aggregate annual rent payable thereunder. The Company has made available to Buyer complete and accurate copies of all Real Property Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto and all agreements in connection therewith, including all work letters, improvement agreements, estoppel certificates, subordination agreements, and guarantees). The Company and any of its Subsidiaries have adequate rights to the use and possess the Leased Premises for the conduct of business as presently conducted, and, except as set forth in Section 4.11(b)(ii) of the Disclosure Schedule, the execution and delivery of this Agreement will not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, or result in the loss of any benefit to which the Company or any of its Subsidiaries is entitled under, any Real Property Leases”). The Real Property Leases are each in full force and effect and are valid and binding obligations of the Company or one of its Subsidiaries, in accordance with their respective terms, except in each case, free as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally; and clear general principles of all Liens other than any Permitted Liensequity, except as has not had and would not reasonably be expected to have, individually regardless of whether asserted in a proceeding in equity or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party theretoat law, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasingare in material breach of or default under, licensing nor have they received written notice of any breach of or default under, any Real Property Lease and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material breach or material default thereunder by the Company, any of its Subsidiaries or any other party thereto. Neither the Company nor any of its Subsidiaries have transferred or assigned any interest in any Real Property Lease, nor have they subleased or otherwise granting granted rights of use or occupancy of any of the premises described therein to any other person any or entity. The Company or one of its Subsidiaries currently occupies all of the Leased Premises for the operation of its business, and there is no other Person or entity with a right to use occupy the Leased Premises. The Leased Premises and the personal property owned or occupy leased by the Company or any of its Subsidiaries are in good operating condition and repair and free from any material defects, reasonable wear and tear excepted, and 41 are suitable for the uses for which they are being used in all material respects. The operations of the Company and each of its Subsidiaries does not, nor to the Knowledge of the Company, does any Leased Premises violate in any material respect any applicable building code, zoning requirement or other Law relating to such property or operations thereon. The Company and each of its Subsidiaries has performed, in all material respect, its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing monetary liability with respect to such terminated real property leases. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any outstanding claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Leased Premises. (c) The Company and each of its Subsidiaries has good and marketable title to, or in the case of leases of properties and assets, a valid leasehold interest in, all tangible properties and assets that are used by the Company Owned Real Property and its Subsidiaries to conduct all of the businesses and operations of the Company and its Subsidiaries as currently conducted, including all properties and assets reflected on the Balance Sheet or a Company Leased Real Propertyacquired after the date of the Balance Sheet, and none of such properties or assets is subject to any Encumbrance.

Property. With respect to (a) Schedule 2.7(a) of the Disclosure Letter sets forth a list of all real property owned by the Company or any Subsidiary of the Company Transferred Companies (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has . The Transferred Companies have good and valid title to such Company the Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the No Transferred Company nor has leased or sublet, as a lessor, any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property. Other than the rights of Purchaser pursuant to this Agreement, andthere are no outstanding options, rights of first offer or rights of first refusal to purchase the knowledge Owned Real Property or any portion thereof or interest therein. (b) Schedule 2.7(b) of the CompanyDisclosure Letter contains a true, no such proceeding is threatened. Either the Company or a Subsidiary correct and complete list of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under all leases of real property to which the Company or is a party, including any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a leaseamendments, sublease or other agreementsubleases, the “Company Leased Real Property” guaranties, assignments and such leases, subleases subordination agreements and other related agreements are, (collectively, the “Company Real Property Leases”). No Transferred Company has leased or sublet, as a lessor or sublessor, any of the Leased Real Property. (c) To Sellers’ Knowledge, no condemnation, eminent domain or expropriation proceeding against or affecting all or any portion of any of the Real Property is pending or threatened. (d) The Real Property, fixtures and improvements erected or located thereon and all other tangible Assets of the Transferred Companies, and the present use thereof by the Transferred Companies, conform in all material respects with all applicable Legal Requirements, and all necessary occupancy and other certificates and Permits for the occupancy and lawful use of the Real Property have been issued and are in full force and effect. The Transferred Companies enjoy peaceful and undisturbed possession of all of the Real Property. To Sellers’ Knowledge, the improvements erected or located on the Real Property and other tangible Assets of the Transferred Companies do not encroach in any material respect on any property of others and no improvements or other tangible Assets of any other Person encroaches in any material respect upon any of the Real Property. To Sellers’ Knowledge, no use of any of the Real Property or other tangible Assets of the Transferred Companies is dependent upon the continuance of a nonconforming use, zoning variance or other Approval. All of the Real Property has direct and unrestricted access over currently utilized facilities and land to such public roads, owned roads and driveways presently in use (which include at least one public road), and such utilities and other services as are necessary for the uses thereof and the conduct of the business of the Transferred Companies. To Sellers’ Knowledge, the building systems and utilities, all sanitary and sewer, public water, gas, electrical and other utilities serving each caseparcel of the Real Property are sufficient to continue to be used and operated in all material respects in the manner currently being used and operated in the Ordinary Course of Business to permit the conduct of the business of the Transferred Companies as currently conducted and as proposed to be conducted by the Transferred Companies immediately after the Closing. (e) The fixtures and improvements erected or located on the Real Property and all tangible Assets of the Transferred Companies are in all material respects in good operating condition, ordinary wear and tear excepted. (f) Each of the Transferred Companies has good and valid title to all of its Assets, free and clear of all Liens other than any Permitted Liens. The Assets of the Transferred Companies constitute all Assets required for the conduct of the business of the Transferred Companies as currently conducted and as proposed to be conducted by the Transferred Companies immediately after the Closing. None of the Assets of the Transferred Companies are owned, except as has not had and would not reasonably be expected to have, individually in whole or in part, by any Person other than the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real PropertyTransferred Companies.

Property. With respect to (a) Section 3.20(a) of the Disclosure Schedule sets forth a true and correct list, as of the date hereof, of all real property owned leased by the Company or any Transferred Subsidiary or, solely to the extent used in connection with the operation of the Business, any LPI Company (other than the Company or any Transferred Subsidiary), as lessee, including Transferred Assets (each, a “Company Owned Real Property Lease”; with the real property specified in such lease being referred to herein as a “Leased Real Property”). An LPI Company will have a legal, either the Company binding, valid and enforceable leasehold interest or a Subsidiary license (as applicable) under each of the Company has good Real Property Leases, subject to Permitted Liens and valid title to such Company Owned Real Propertyapplicable bankruptcy, free insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance or similar Laws affecting creditors’ rights and clear remedies generally and subject, as to enforceability, to general equitable principles (whether or not enforcement is sought in a proceeding at Law or in equity), and none of all Liens other than Parent, the Seller or any Permitted Liens. Neither the Company nor any Subsidiary of the Company LPI Companies, as of the date hereof, has received any written notice of any pending condemnation proceeding with respect to default under any Company Owned Real PropertyProperty Lease, and, and to the knowledge Knowledge of Parent and the CompanySeller, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance and no condition exists whichthat, with the giving of notice, the passage notice or lapse of time, or both, would constitute a breach or default by any such LPI Company under any such Company of the Real Property Lease. Except as has not had and would not reasonably be expected to haveLeases, except, in each case, for such invalidity, unenforceability or defaults that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Parent and the Seller have delivered or otherwise made available to the Acquiror true and correct copies of the Real Property Leases as in effect as of the date hereof, neither together with all material amendments, modifications or supplements, if any, thereto. (b) Except as set forth in Section 3.20(b)(i) of the Disclosure Schedule, each of the LPI Companies, including the Company nor and the Transferred Subsidiaries, is in possession of and has title to, or has valid leasehold interests in or valid rights under contract to use, in each case free and clear of any Liens other than Permitted Liens, all tangible personal property used in the conduct of the Business (other than the Excluded Assets and, in the case of the LPI Companies other than the Company and the Transferred Subsidiaries, other than any asset that is not a Transferred Asset), including all material tangible personal property reflected on the Pro Forma Balance Sheets and the Transferred Assets, other than property disposed of since the date thereof in the ordinary course of business and tangible personal property acquired since such date. Except as set forth in Section 3.20(b)(ii) of the Disclosure Schedule, such tangible personal property is free and clear of all Liens, other than Permitted Liens. (c) Except as set forth in Section 3.20(c) of the Disclosure Schedule, and assuming receipt of all approvals, consents and authorizations relating to the matters set forth in Section 3.04 of the Disclosure Schedule or as contemplated by Section 3.05, and subject to the consummation of the transactions contemplated by Section 5.05(h), (i) the assets and properties of the Company and the Transferred Subsidiaries (excluding the Excluded Assets), (ii) the Transferred Assets and (iii) the rights, licenses and services to be made available by Parent, the Seller and their Affiliates pursuant to the Transaction Agreements will be sufficient for the Company and the Transferred Subsidiaries to conduct the Business in all material respects in the ordinary course on and immediately after the Closing Date as it is being conducted on the date hereof; provided, however, that this Section 3.20(c) shall not be deemed to be breached as a result of any action for which the Acquiror has provided its Subsidiaries is subleasing, licensing or otherwise granting any person any right consent (including pursuant to use or occupy a Company Owned Real Property or a Company Leased Real PropertySection 5.01). (d) This Section 3.20 contains the sole and exclusive representations and warranties pertaining to matters relating to real property and tangible personal property.

Property. With respect to (a) Oxygen has good, valid, and marketable title to, or in the real case of leased personal property owned by assets, valid leasehold interests in, all material tangible personal property currently used in the Company or any Subsidiary operation of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary business of the Company has good Oxygen and valid title to such Company Owned Real Property, its Subsidiaries free and clear of all Liens other than any Liens, except Permitted LiensEncumbrances. Neither The material tangible personal property currently used in the Company nor any Subsidiary operation of the Company has received notice business of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge Oxygen and its Subsidiaries is in good working order (reasonable wear and tear excepted). (b) Section 3.18(b) of the Company, no such proceeding is threatened. Either Oxygen Disclosure Schedule sets forth a list of all real properties that are the Company or subject of a Subsidiary Real Property Lease as of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under date hereof. Each of the lease agreements for real property to which the Company Oxygen or any of its Subsidiaries uses is bound or occupies or has the right which relates to use or occupy any real property operated or utilized by Oxygen or any of its Subsidiaries (such property subject to a leaseincluding all amendments, sublease or other agreementextensions, the “Company Leased Real Property” and such leasesrenewals, subleases guaranties and other agreements arewith respect thereto, collectivelyindividually, the a “Company Real Property LeasesLease”) are in full force and effect and, to Oxygen’s Knowledge, are enforceable against the landlord which is party thereto in accordance with its terms (except as enforcement may be limited by the Enforceability Exceptions), in each caseand there are no material defaults or events of default (or any event that with notice or lapse of time or both would become a material default or event of default) on the part of Oxygen or any of its Subsidiaries, free and clear to Oxygen’s Knowledge, by any other party, under such lease agreements. Oxygen’s or its Subsidiaries’ possession and quiet enjoyment of all Liens other than the leased real property under such Real Property Lease has not been disturbed, and to Oxygen’s Knowledge, there are no disputes with respect to any Permitted Lienssuch Real Property Lease, except as has not had and would not reasonably be expected to havefor such disturbances or disputes that, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to havebe material to Oxygen and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and whole. STRICTLY CONFIDENTIAL EXECUTION (c) no event has occurred Section 3.18(c) of the Oxygen Disclosure Schedule sets forth a list of all real property owned by Oxygen and its Subsidiaries (“Owned Real Property”). Oxygen or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any one of its Subsidiaries has valid and marketable title to the Owned Real Property, including all appurtenances thereto and fixtures thereon, free and clear of any and all Liens except Permitted Encumbrances. There is subleasingno purchase right, licensing purchase option, right of first refusal or otherwise granting any person any right of first offer with respect to use or occupy a Company the Owned Real Property or a Company Leased any portion thereof. There are no pending or, to Oxygen’s Knowledge, threatened condemnation proceedings against any Owned Real Property.

Property. With respect to (a) Schedule 3.9(a) sets forth a list and the location of all real property owned by the Company or any Subsidiary (the "Owned Real Property"). Schedule 3.9(a) sets forth a list of all real property currently leased by the Company (the “Company "Leased Real Property"), the name of the lessor and the date of the lease and each amendment thereto and all material easements which benefit the Owned Real Property and the Leased Real Property (the "Easement Property”"). All such leases and easements are in full force and effect, either are valid and effective in accordance with their respective terms, and there is not, under any of such leases or easements, any existing default or event of default as defined in such leases (or event which with notice or lapse of time, or both, would constitute a default) or any other encumbrance other than encumbrances scheduled on the existing policy of title insurance issued by Fidelity National Title Insurance Company or a Subsidiary as policy 1312-92670 (the "Title Policy"). True and complete copies of all deeds, easements, leases, title insurance policies and surveys in possession of the Company relating to any real property have heretofore been furnished to the Purchaser. (b) The Company has (i) good and valid legal title to such Company each item of its respective Owned Real Property, free and clear of all Liens, including Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect arising under or pursuant to any Company Owned Real PropertyEnvironmental Law, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good except for Permitted Liens and (ii) valid leasehold interest estates in each lease, sublease and other agreement under which the Company or any item of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens, including Liens other than arising under or pursuant to any Environmental Law on such leasehold estates, except for Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (ciii) no event has occurred or circumstance exists which, with valid easement estates in each material easement which benefits the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property, free and clear of all Liens, except Permitted Liens. (c) The Company has good and valid title to, or in the case of leased assets, a valid leasehold interest in, free and clear of all Liens, except Permitted Liens, (i) all of the material tangible and intangible personal property and assets currently used in the business of the Company and (ii) the tangible and intangible personal property and assets reflected in the balance sheet of the Company dated December 31, 2002, except for assets, properties and rights disposed of in the ordinary course of business, consistent with past practice. (d) Schedule 3.9(a) sets forth the Owned Real Property, Leased Real Property and Easement Property (collectively, the "Real Property"), which includes all of the owned real property, leases and easements necessary or used or held for use in connection with the business of the Company. All of the tangible personal property used or held for use in the Company's business is, adequate, in all material respects, for the purposes for which it is presently being used, subject to normal wear and tear and generally accepted industry practice with respect to maintenance. All leased personal property is, in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease and will be upon expiration thereof.

Property. With respect (a) None of the Companies owns any real property. (b) Each of the Companies listed on Section 5.14(b) of the Disclosure Letter has a valid, current and binding leasehold interest to the real property owned by the Company or any Subsidiary leasehold estate (as lessee) listed next to its name on Section 5.14(b) of the Company Disclosure Letter (the collectively, “Company Owned Leased Real Property”), either the Company as lessee or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)sublessee, in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company The Leased Real Property Lease (a) is a valid and binding obligation comprises all of the Company real property leased to, or the Subsidiary by, any of the Company that is party thereto and, Companies and the Companies have access to the knowledge and exclusive possession of the Company, of each other party thereto, and is in full force and effect, Leased Real Property. No Company has within the one (b1) no uncured default year ending on the part date hereof, received any written notice of the Company ortermination or cancellation, if applicable, its Subsidiary or, to the knowledge or of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no material default or event has occurred that with notice or circumstance exists which, with the giving of notice, the passage lapse of time, or both, would constitute a breach or material default and remains unresolved, under any of the leases, licenses and subleases together with any amendments thereto governing the Leased Real Property (the “Real Property Leases”), and all of the Real Property Leases, are in full force and effect. No Company is in material default under or in material breach of any such Company term of any Real Property Lease. Except as There has not had been any sublease or assignment of any lease governing the Leased Real Property to any third party. (c) One or more of the Companies has good, valid and would not reasonably be expected marketable title to have(or a valid leaseholder interest in or license to use) all of the material tangible property and assets, individually real and personal of the Companies reflected on the Balance Sheet, other than inventory and assets sold or otherwise disposed of in the aggregateordinary course of business since the Balance Sheet Date and subject to Permitted Liens. Such assets and properties, a Company Material Adverse Effect, neither the Company nor together with any assets and properties acquired by any of its Subsidiaries is subleasingthe Companies since the Balance Sheet Date, licensing or otherwise granting any person any right include all material tangible properties and assets required to use or occupy a Company Owned Real Property or a Company Leased Real Propertyconduct the business of the Companies immediately after the Closings in substantially the same manner as conducted immediately prior to the Closings. All of such material tangible property and assets of the Companies are in sufficient condition in all material respects for their current use, subject to normal wear and tear.

Property. With respect (a) The Company does not own any real property. (b) Section 3.16(b) of the Company Disclosure Letter sets forth the address and a complete and correct list of each Company Lease (including the date and name of the parties to the real property owned by each such Company Lease document) pursuant to which the Company or any Subsidiary of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property subject to such Company Lease (the “Leased Property”). All buildings, structures, improvements, fixtures, building systems and equipment at each Leased Property are in good condition and repair, except as would not materially impair the use or occupancy of the applicable Leased Property in the operation of the business of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liensits Subsidiaries as currently conducted thereon. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the The Company has a good and valid leasehold interest in each leaseCompany Lease, sublease free and clear of all Liens and Encumbrances (other agreement under which than Permitted Encumbrances). (c) Except as set forth on Section 3.16(b), (i) the Company and its Subsidiaries’ possession and quiet enjoyment of the Leased Property under each Company Lease has not been disturbed, and to the Company’s Knowledge, there are no disputes with respect to any Company Lease, (ii) the Company has not subleased, licensed or otherwise granted any of its Subsidiaries uses or occupies or has Person the right to use or occupy any real property Leased Property or any portion thereof, and (such property subject to iii) the Company has not collaterally assigned or granted any other security interest in any Company Lease or any interest therein. (d) The Company and each of its Subsidiaries have good, valid and marketable title to, or a leasevalid leasehold interest in, sublease all of the material properties and material assets owned or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)leased by them, in each case, case free and clear of all Liens and Encumbrances (other than any Permitted LiensEncumbrances), except as has not had and would not reasonably be expected to havematerially impair the existing use or value of the asset or property affected by such Lien, individually Encumbrance or imperfection in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in operation of the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation business of the Company or the Subsidiary of the Company that is party thereto andand its Subsidiaries, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute taken as a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertywhole.

Property. With respect to (a) Section 5.12(a) of the Company Disclosure Letter lists all of the material real property and interests therein owned by the Company or any Subsidiary of the Company its Subsidiaries (with all easements and other rights appurtenant to such property, the “Company Owned Real Property”)) and, either relative to each such Owned Real Property interest, the Person that owns it. The Company or a Subsidiary of its Subsidiaries, as the Company has case may be, have good and valid marketable fee simple title to such Company the Owned Real Property, free and clear of all Liens Liens, other than any Permitted Liens. Neither . (b) With respect to the real property leased or subleased to the Company nor or any Subsidiary of its Subsidiaries pursuant to arrangements involving rental payments in excess of $100,000 per year (the Company has received notice of any pending condemnation proceeding with respect to any Company Owned “Leased Real Property”): (i) each Lease is a valid, and, to the knowledge legally binding obligation of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and, to the Knowledge of the Company, the other parties thereto, and valid leasehold interest in each lease, sublease and other agreement under which (ii) none of the Company or nor any of its Subsidiaries uses Subsidiaries, nor, to the Knowledge of the Company, any landlord or occupies sublandlord party, is in breach of or has default under any Lease, except in the right case of clauses (i) and (ii) hereof, for such invalidity, failure to use or occupy any real property (such property subject to a leasebe binding, sublease or other agreementunenforceability, the “Company Leased Real Property” and such leasesineffectiveness, subleases breaches, defaults, terminations, modifications, accelerations, repudiations and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has matters that have not had and or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries have a valid leasehold interest in all of the Leased Real Property free and clear of all Liens (except for Permitted Liens) on the leasehold estate, except as has not had or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) As of the date of this Agreement, Section 5.12(c) of the Company Disclosure Letter sets forth a true, correct and complete list of the Leased Real Property, including the location thereof. (d) Except as has not had and or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (ai) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto andthere are no pending or, to the knowledge Knowledge of the Company, of each other party theretothreatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and is in full force and effect, (bii) no uncured default on the part Company has not received any written notice of the Company or, if applicable, its Subsidiary or, intention of any Governmental Entity or other Person to the knowledge of the Company, the landlord thereunder, exists under take any such Company Owned Real Property Lease and or Leased Real Property. (ce) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and or would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, neither the properties and assets of the Company nor any of and its Subsidiaries is subleasing, licensing are adequate for the purposes for which such properties and assets are currently used or otherwise granting any person any right held for use and are in reasonably good repair and operating condition (subject to use or occupy a Company Owned Real Property or a Company Leased Real Propertyordinary wear and tear).

Property. With respect (a) Set forth in Schedule 4.9(a) are all of the Oil and Gas Properties of the Company and its Subsidiaries that are individually valued in the Company’s reserve report dated effective April 1, 2002. The Company has made a good faith effort to list all other material Oil and Gas Properties in Schedule 4.9(a) but no representation or warranty is made as to whether all such other material Oil and Gas Properties are so listed. (b) The Company and its Subsidiaries hold title to each parcel of real property identified on Schedule 4.9(b) as being owned by the Company or a Subsidiary (the “Owned Real Property”) free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on Schedule 4.9(b), and specially warrant the title of the Company and its Subsidiaries to the Owned Real Property against all and every person whomsoever claiming by, through or under the Company or a Subsidiary, but not otherwise. (c) The leases of real property owned listed on Schedule 4.9(c) as being leased by the Company or any Subsidiary of the Company (the “Company Owned Leased Real Property”) are in full force and effect, and the lessee holds a valid and existing leasehold interest under each of the leases for the term listed on Schedule 4.9(c). The Leased Real Property is subject to no ground lease, either master lease, mortgage, deed of trust or other Encumbrance (other than Permitted Encumbrances) or interests that would entitle the holder thereof to interfere with or disturb use or enjoyment of the Leased Real Property or the exercise by the lessee of its rights under such lease so long as the lessee is not in default under such lease. (d) Each parcel of real property has access, sufficient for the conduct of the business as now conducted or as presently proposed to be conducted by the Company or a any Subsidiary on such parcel or real property, to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas and other utilities, used in the operation of the Company has good business at that location. The zoning for each parcel of real property permits the presently existing improvements and valid title to such Company Owned Real Property, free and clear the continuation of all Liens other than any Permitted Liensthe business presently being conducted thereon as a conforming use. Neither the Company nor any Subsidiary is in violation of any applicable zoning ordinance or other Law relating to the real property, and neither the Company nor any Subsidiary has received any notice of any pending such violation, or the existence of any condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Companyreal property. The buildings and other improvements are located within the boundary lines of each parcel of real property and do not encroach over applicable setback lines. (e) Shareholders have no Knowledge of improvements made or proposed by any Governmental Entity, the costs of which are to be assessed as special Taxes or charges against any of the real property, and there are no such proceeding is threatened. Either the Company or a Subsidiary present assessments. (f) Each of the Company and the Subsidiaries has a good and valid leasehold interest in each leasetitle to the buildings, sublease machinery, equipment and other agreement under which tangible assets and properties owned by them, located on their premises or shown in the Company Latest Balance Sheet or any of its Subsidiaries uses or occupies or has acquired after the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casedate thereof, free and clear of all Liens other than any Permitted LiensEncumbrances, except as has not had for Permitted Encumbrances, Encumbrances listed on Schedule 4.9(f) and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had such tangible assets and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease properties which are held under leases. (ag) is a valid and binding obligation Each of the Company and the Subsidiaries owns, or leases under valid leases, all buildings, machinery, equipment and other tangible assets and properties necessary for the Subsidiary conduct of its respective business as presently conducted. The buildings, machinery, equipment, and other tangible assets that the Company that is party thereto and, to and the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred Subsidiaries owns or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or leases have in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyaggregate been maintained in accordance with normal industry practice.

Property. With (a) Neither Seller nor any of its Subsidiaries owns any real property parcels. Section 4.9(a) of the Seller Disclosure Letter sets forth a true, complete and accurate list of all leases, subleases or other occupancy arrangement with respect to the Business pursuant to which Seller or any of its Subsidiaries is a party or has a right to use the real property owned by the Company or any Subsidiary of the Company another Person (the “Company Owned Real PropertyLeases”), either including the Company address or a Subsidiary location and use of the Company has good and valid title to such Company Owned subject Leased Real Property. (b) Each of Seller and its Subsidiaries that leases Leased Real Property pursuant to a Lease has a valid leasehold interest therein, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in materially and adversely affect the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation continued use of the Company or property for the Subsidiary of purposes for which the Company that property is party thereto and, to the knowledge of the Company, of each other party thereto, being used by Seller and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and Subsidiaries. (c) There are no event has occurred Contracts giving any Person other than Seller or circumstance exists whichany of its Subsidiaries any right to access, with use or occupy any portion of the giving Leased Real Property, and there is no Person, other than Seller or any of noticeits Subsidiaries, in possession or having any right to occupy any of the passage of time, or both, would constitute a breach or default under any such Company Leased Real Property LeaseProperty. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Seller nor any of its Subsidiaries is subleasinghas, licensing and, to the Knowledge of Seller, no landlord of any Leased Real Property has, exercised any option or right to terminate, renew or extend or otherwise granting materially affect the rights or obligations of the tenant under any person Lease. True, complete and accurate copies of all Leases have been made available to Buyer. (d) The ownership, occupancy, use and operation of the Leased Real Property does not violate in any right material respect any instrument of record or Contract affecting such property. (e) There are no pending or, to use the Knowledge of Seller, threatened (i) appropriation, condemnation, eminent domain or occupy a Company Owned like Actions relating to the Leased Real Property or a Company (ii) Actions to change the zoning classification, variance, special use, or other applicable land use Law of any portion or all of the Leased Real Property.

Property. With respect (a) The Company owns no real property. The Company or a member of the Seller Group (as it relates to the Business) owns the leasehold interests described on Schedule 2.10 (a) to the Disclosure Memorandum, which contains a complete and accurate list of all real property owned used by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary ) and any Contracts entered into by any member of the Seller Group (as it relates to the Business) in respect of the Real Property (the “Real Property Leases”). The Real Property constitutes all of the material real property used or held by the Seller Group to operate the Business. (b) With respect to each Real Property Lease, no waiver or postponement of the Company’s or other member of the Seller Group’s obligations has been granted by the landlord party to such Real Property Lease. No member of the Seller Group party thereto has received any written notice from any Governmental Body that (i) the Real Property is in any material violation of any Law, (ii) any material special assessment or similar Tax will be imposed on any of the Real Property, (iii) any condemnation proceeding is pending or threatened with respect to the Real Property or (iv) any material zoning or building code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any Real Property in the Ordinary Course of Business. To the Knowledge of Seller, the Real Property is, in all material respects, in good repair and condition and is sufficient for the Company’s normal business activities conducted thereon. (c) The Company has good and marketable title to, a valid title leasehold interest in or a valid right to such Company Owned Real Propertyuse all of its material tangible assets, free and clear of all Liens other than any except Permitted Liens. Neither the Company nor any Subsidiary The tangible assets of the Company has received notice of any pending condemnation proceeding with respect are structurally sound, are in reasonably good operating condition and repair taking into account the reasonably anticipated useful life thereof (normal wear and tear not caused by neglect excepted) and are reasonably suitable for the uses to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectthey are being put. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default set forth on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.Schedule 2.10

Property. With (a) The Company does not own and has never owned any Real Property. (b) Schedule 3.11(b) of the Company Disclosure Schedules lists the addresses of all Real Property leased by the Company as of the date hereof (the “Leased Real Property”) and lists each lease agreement to which the Company is a party with respect to the real property owned by the Company or any Subsidiary Leased Real Property. Schedule 3.11(b) of the Company Disclosure Schedules further identifies the Leased Real Property that is subject to a lease or sublease providing for annual base fixed rentals of at least Twenty Five Thousand Dollars ($25,000) as of the date hereof (each a “Company Owned Material Lease”, and each such Leased Real Property, a “Material Leased Real Property”). The Company has made available to Parent copies of all of the Material Leases, either and all written modifications, amendments and supplements thereto, which copies are true and complete in all material respects. Except as disclosed on Schedule 3.11(b) of the Company Disclosure Schedules: (i) each of the Material Leases is valid, binding and currently in full force and effect; (ii) no proceeding is pending or, to the Company’s Knowledge threatened, for the taking or a Subsidiary condemnation of all or any portion of the property demised under the Leases; (iii) the Company has good and valid title leasehold interest in and to such Company Owned the Leased Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, ; (iv) to the knowledge Knowledge of the Company, no such proceeding is threatened. Either material default or preemptive right by any landlord under any Material Lease, after applicable grace periods, if any, exists as of the Company or a Subsidiary of date hereof; (v) the Company has not received any written notice alleging a good and valid leasehold interest in each lease, sublease and other agreement under which material default by the Company or under any of its Subsidiaries uses or occupies or has the right to use or occupy any real property Material Lease and (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (aA) is a valid and binding obligation of there are no material defaults by the Company or the Subsidiary of the Company under any Material Lease that is party thereto andwould entitle a landlord thereunder to terminate such Material Lease, and (B) to the knowledge Knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred that, through the passage of time or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or material default by the Company under any such Material Lease; (vi) the Company is not obligated to pay any finder’s fee, leasing or brokerage commission relating to any Material Lease or upon the renewal of any Material Lease; and (vii) no construction, alteration or other leasehold improvement work with respect to any of the Material Leases remains to be paid for or to be performed by the Company. (c) Schedule 3.11(c) of the Company Disclosure Schedules sets forth a true, correct and complete list of all items of tangible personal property owned by the Company as of the Company Balance Sheet Date having a net book value per unit in excess of Twenty Five Thousand Dollars ($25,000); or not owned by the Company but in the possession of or used or useful in the business of the Company and having rental payments therefor in excess of Twenty Five Thousand Dollars ($25,000) per month or Twenty Five Thousand Dollars ($25,000) per year (collectively, the “Personal Property”). True, complete and correct copies of each lease with respect to any item of Personal Property leased by the Company have been provided to Parent. The Company has good title to, or a valid leasehold interest in, all of its Personal Property, free and clear of any Encumbrances, except for Permitted Encumbrances. (d) The use, occupancy and operation of the Leased Real Property Lease. Except as has not had currently used, occupied and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither operated by the Company nor does not, to the Knowledge of the Company, violate any of its Subsidiaries is subleasingmaterial applicable building, licensing zoning, subdivision or otherwise granting any person any right to other land use or occupy similar law, regulation or ordinance or any material Permit or other similar authorization of a Governmental Body. (e) No representation or warranty is made in this Section 3.11 with respect to any Company Owned Real Intellectual Property or a Company Leased Real Property(which is the subject of Section 3.12).

Property. With respect (a) Except as would not, individually or in the aggregate, reasonably be expected to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”)have a Material Adverse Effect, either the Company or a Subsidiary of the Company has good and valid title to such to, or in the case of leased personal property assets, valid leasehold interests in, all tangible personal property currently used in the operation of the business of the Company Owned Real Property, and its Subsidiaries free and clear of all Liens other than any Liens, except Permitted Liens. Neither Except as would not, individually or in the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect aggregate, reasonably be expected to any Company Owned Real Propertyhave a Material Adverse Effect, and, to the knowledge of the Company, no such proceeding is threatened. Either either the Company or a Subsidiary of the Company has a good and valid leasehold (or, as applicable, license or other) interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, collectively, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectivelycollectively and including all amendments thereto, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 3.16(a) of the Company Disclosure Schedule sets forth a true, except correct and complete list of all Company Leased Real Property. A true and complete copy of the Company Real Property Leases which relates that certain Company Leased Real Property located in Radnor, Pennsylvania, which serves as the Company’s global headquarters has not had and been made available to Parent. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (aA) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (bB) no uncured material default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord or licensor or comparable party thereunder, exists under any such Company Real Property Lease Lease, and (cC) to the knowledge of the Company, no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default by any party under any such Company Real Property Lease. Section 3.16(a) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of all material real property owned by the Company and its Subsidiaries (“Company Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or its Subsidiaries, has not had valid and marketable title to the Company Owned Real Property free and clear of any and all Liens except Permitted Liens. Neither the Company nor any of its Subsidiaries is currently leasing, licensing or otherwise granting any person any right to use or occupy Company Owned Real Property, which lease, license or other grant is material to the Company and its Subsidiaries, taken as a whole. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasinghas received written notice of any proceedings in eminent domain, licensing condemnation or otherwise granting other similar proceedings that are pending, and, to the knowledge of the Company, there are no such proceedings threatened or affecting any person any right to use or occupy a of the Company Owned Real Property or a Company Leased Real Property.

Property. With respect to (i) Section 3.01(s)(i) of the Company Disclosure Schedule sets forth all of the real property owned in fee by the Company or any Subsidiary and its Subsidiaries that are material to the conduct of business of the Company (the “Company Owned Real Property”)and its Subsidiaries, either the Company or taken as a Subsidiary whole. Each of the Company has good and valid its Subsidiaries owns fee title to such Company Owned Real Property, each parcel of real property owned by it free and clear of all Liens, except for Permitted Liens other than any (as defined in this Section 3.01(s)). (ii) With respect to the tangible properties and assets of the Company and its Subsidiaries (excluding real property) that are material to the conduct of the broadcast operations of the Company and its Subsidiaries, the Company and its Subsidiaries have good title to, or hold pursuant to valid and enforceable leases, all such properties and assets, with only such exceptions as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Company and subject to the Permitted Liens. Neither All of the Company nor any Subsidiary assets of the Company has received notice and its Subsidiaries have been maintained and repaired for their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the ordinary course of any pending condemnation proceeding with respect business, except where the failure to any Company Owned Real Property, and, be in such repair or condition or so usable individually or in the aggregate could not reasonably be expected to the knowledge of have a Material Adverse Effect on the Company, no such proceeding is threatened. Either the Company or a Subsidiary . (iii) Section 3.01(s)(ii) of the Company has a good and valid leasehold interest in Disclosure Schedule sets forth each lease, sublease and sublease, license, sublicense or other agreement (collectively, the "Property Leases") under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any real property or personal property material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole or any real property leased or licensed by the Company or its Subsidiaries. Except to the extent that (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would x) it could not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to haveEffect on the Company, individually or in (y) the aggregate, a Company Material Adverse Effect, each Company Real term of such Property Lease (a) is a valid has expired or been terminated and binding obligation of the Company or the Subsidiary its Subsidiaries continues to use or occupy any of the Company that subject property on a period to period basis (i.e., "month to month"), each Property Lease is party thereto andvalid, to the knowledge of the Company, of each other party thereto, binding and is in full force and effect, (ball rent and other sums and charges which are due and payable by the Company and its Subsidiaries as tenants thereunder are current except as set forth in Section 3.01(s)(ii) no uncured default on the part of the Company orDisclosure Schedule, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received actual notice that any party thereto is subleasingin default in any material respect under any lease, licensing sublease, license, sublicense or otherwise granting use or occupancy agreement listed in Section 3.01(s)(ii) of the Company Disclosure Schedule. Each of the Company and its Subsidiaries has a valid leasehold interest (including subleasehold and subleasehold estates) and/or right of use under a license or sublicense agreement or other possessory rights in each location used or occupied for broadcast purposes (whether office, studio, tower, transmitter building and/or antenna) leased, subleased, subsubleased, licensed, sublicensed or used by it free and clear of all Liens, except for Permitted Liens. (iv) As used in this Agreement, "Permitted Liens" shall mean: (i) statutory liens securing payments not yet delinquent or the validity of which are being contested in good faith by appropriate actions, (ii) purchase money liens arising in the ordinary course, (iii) liens for Taxes and special assessments (e.g., for municipal improvements) not yet due and payable and/or delinquent, (iv) liens reflected or reserved against in the unaudited balance sheet of the Company dated as of March 31, 1998, included in the Form 10-Q (which have not been discharged), (v) liens which in the aggregate do not materially detract from the value for use for broadcasting purposes or materially impair the present and continued use of the properties or assets subject thereto in the usual and normal conduct of the radio broadcast business of the Company and its Subsidiaries, (vi) liens on leases, subleases, sub-subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefitting or created by any person any superior estate, right or interest which is prior in right or prior in lien to that of the subject lease, sublease, sub-sublease, easement, license, right of use, right to access or right of way, (vii) any liens set forth in the title policies, endorsements, title commitments, title certificates and title reports relating to the Company's interests in real property identified in Section 3.01(s)(iv) of the Company Disclosure Schedule, true and correct copies of which have been made available to Parent and Sub, (viii) any leases, subleases, occupancy agreements or licenses set forth in Section 3.01(s) of the Company Disclosure Schedule, (ix) the lien of any and all security agreements, documents, mortgages and deeds of trust held by, or for the benefit of, AT&T Commercial Finance Corporation and/or Union Bank of California, as co-lenders under the Credit Agreement, and their respective successors and assigns, (x) any state of facts that an accurate survey or personal inspection of the Company's real property (whether owned, leased or licensed) would show, provided same does not material adversely affect the use thereof for their present broadcasting purposes, (xi) encroachments of ▇▇▇▇▇▇, areas, cellar steps or occupy a doors, trim, copings, retaining walls, bay windows, balconies, sidewalk elevators, fences, fire escapes, cornices, foundations, footings and similar projections, if any, on, over or under any of the Company's real property (whether owned, leased or licensed) or the streets or sidewalks abutting any of such real property, and the rights of governmental authorities to require the removal of any such projections and variations between record lines of such real property and retaining walls and the like, if any, (xii) any easements or rights of use, if any, created in favor of any public utility or municipal department or agency for electricity, steam, gas, telephone, cable television, water, sewer or other services in any street or avenue abutting the Company's real property (whether owned, leased or licensed), and the right, if any, to use and maintain wires, cables, terminal boxes, lines, service connections, poles, mains and facilities servicing any of such real property or in, on, over or across any of such real property, (xiii) covenants, easements, restrictions, agreements, consents and other instruments, now of record, provided same do not materially adversely interfere with the use of the Company's real property (whether owned, leased or licensed) for their present broadcast purposes, (xiv) variations, if any, between tax lot lines and property lines, (xv) deviations, if any, of fences or shrubs from property lines, (xvi) any other declaration or instrument affecting any of the Company's real property (whether owned, leased or licensed) necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of applicable governmental authorities or any other public authority, applicable to the maintenance, demolition, construction, alteration, repair or restoration of the improvements at the Company's real property (whether owned, leased or licensed), which does not materially adversely affect the use of thereof for their present broadcast purposes, (xvii) the provisions of the applicable zoning resolution and other regulations, resolutions and ordinances and any amendments thereto now or hereafter adopted, provided same do not materially adversely interfere with the use of the Company's real property for their present broadcast purposes, (xviii) Liens described in the Form 10-K or Form 10-Q, and (xix) any other Liens set forth in Section 3.01(s) of the Company Owned Real Property Disclosure Schedule. For the purposes hereof "Company's real property" and "Company's interests in real property" shall include the real property and interests therein owned or a held (as leasehold interests or otherwise) respectively by the Company Leased Real Propertyand/or its Subsidiaries.

Property. With respect to (i) Neither the Company nor its Subsidiary owns any real property. (ii) The Company or its Subsidiary holds a valid and enforceable leasehold interest under each real property owned lease or sublease entered into by the Company or any Subsidiary (the “Leases”) free and clear of all Liens, other than (A) Liens created by the landlords affecting or encumbering the real property underlying the Leases that do not materially affect the use of such real property by the Company or its Subsidiary, and (b) Permitted Liens. A true, correct and complete list of the Leases as of the date of this Agreement is listed on SECTION 3.1(p)(ii) of the Company (the “Company Owned Real Property”), either Disclosure Letter and each Lease is a valid and binding obligation on the Company or its Subsidiary and, to the Knowledge of the Company, the other party thereto, and is enforceable and in full force and effect in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the Company nor its Subsidiary has delivered or received any written notice of any default or breach of any Lease, and no event has occurred which, with notice, lapse of time or both, would constitute a Subsidiary default or breach of any Lease by the Company or its Subsidiary. The Company has made available to Parent complete and accurate copies of the Leases (as amended to the date of this Agreement). The properties covered by the Leases are fit for the purposes for which they are presently used. (iii) Except (A) as disclosed in SECTION 3.1(p)(iii) of the Company has Disclosure Letter and (B) for assets sold, consumed or disposed of in the ordinary course of business since the date of the Latest Balance Sheet, the Company and its Subsidiary own good and title to, or hold a valid title leasehold interest in or license to such Company Owned Real Propertyall of the tangible assets shown to be owned or leased by it on the Latest Balance Sheet or acquired after the date thereof, free and clear of all Liens Liens, other than any Permitted Liens. Neither The assets (tangible and intangible) owned and leased by the Company nor any and its Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, sufficient in all material respects for the Company and its Subsidiary to carry on their business as heretofore conducted and are in a Company Material Adverse Effect. Except as has not had good and would not reasonably be expected substantial state of repair and condition (subject to have, individually or reasonable wear and tear resulting from usage in the aggregateordinary course of business) free from any material defects, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company whether or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party theretonot inherent defects or design defects, and is in full force and effect, (b) no uncured default on adequate for the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertypurposes for which they are presently used.

Property. With respect to the real property owned by the Company or any Subsidiary (a) Section 4.09(a) of the Company (Disclosure Schedule lists the “Company location of each Owned Real Property”), either Property that are material to the Company or a Subsidiary business of the Company and its Subsidiaries taken as a whole. Except as would not constitute a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and valid marketable title to each of such Company parcels of Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except Permitted Liens. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) each Company of Real Property Lease (a) is a Leases constitutes the valid and legally binding obligation of the Company or the Subsidiary of the Company that is party thereto andits Subsidiaries, enforceable in accordance with its terms, subject to the knowledge of the Company, of each other party theretoBankruptcy and Equity Exception, and is in full force and effect, (bii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its or any such Subsidiary or, to the knowledge of the Company’s knowledge, the landlord thereunderlandlord, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property that are material to the business of the Company and its Subsidiaries taken as a whole, free and clear of all Liens, except Permitted Liens. No party to any Real Property Leases has given notice to the Company or any of its Subsidiaries of, or to the Company’s knowledge, has made a claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, constitute a Company Material Adverse Effect, neither the Company nor any of and its Subsidiaries is subleasinghave good and marketable title to, licensing or otherwise granting any person any right to use or occupy a Company valid and binding leasehold interest in, all other properties and assets (excluding Owned Real Property or a Company Property, Leased Real Property and Intellectual Property) that are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all Liens, except Permitted Liens.

Property. With respect to the real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. , Parent and its Subsidiaries (i) have good, valid and indefeasible title to, or a valid and subsisting leasehold interest or other comparable Contract rights in or relating to, all of the Parent Real Property Interests, including all of the real property that they purport to own in fee (the “Parent Owned Real Property”) or lease (the “Parent Leased Real Property”), as applicable, or that is necessary for the conduct of their business as currently conducted, including good, valid and indefeasible title to all Parent Owned Real Property and a valid and subsisting leasehold or comparable interest in all Parent Leased Real Property reflected in the Parent SEC Reports as being owned or leased by Parent and its Subsidiaries or acquired after the date thereof (other than Parent Owned Real Property and Parent Leased Real Property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date thereof), in each case free and clear of all Encumbrances except Permitted Liens, and (ii) are collectively the lessee of all Parent Leased Real Property material to the business of Parent and its Subsidiaries which is purported to be leased by Parent and its Subsidiaries and are in undisturbed and peaceable possession of such properties, subject only to Permitted Liens, and each lease for such real property is valid and in full force and effect, without material default (or matters which, with notice or the passage of time, or both, would constitute a material default) thereunder by the lessee or, to the Knowledge of Parent, the lessor and enforceable in accordance with its terms, except as such enforcement may be limited by the Bankruptcy and Equity Exception. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Company Real Property Lease Parent and its Subsidiaries, (ai) is have good and valid title to, or a valid and binding obligation subsisting leasehold interest or other comparable Contract rights in or relating to, all of the Company material personal properties and assets, tangible and intangible, that they purport to own or lease or hold an easement interest in and that are used in or necessary for the Subsidiary conduct of their business as currently conducted, including good and valid title to, or (as applicable) a valid and subsisting leasehold or comparable interest in, all material personal properties and assets, tangible and intangible, and all other assets, reflected in the Company that is party thereto andlatest audited Parent Financial Statements as being owned or leased by Parent and its Subsidiaries or acquired after the date thereof (other than personal property sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date thereof), free and clear of all Encumbrances except Permitted Liens and (ii) are collectively the lessee of all personal property material to the knowledge business of the Company, of each other party theretoParent and its Subsidiaries which is purported to be leased by Parent and its Subsidiaries, and each lease for such personal property is valid and in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. (a) Schedule 3.14(a) sets forth the address and description of each Owned Real Property. With respect to the real property owned by each Owned Real Property: (i) the Company or any Subsidiary one of its Subsidiaries (as the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company case may be) has good and valid marketable indefeasible fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any except Permitted Liens, (ii) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default set forth on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSchedule 3.14(a), neither the Company nor any of its Subsidiaries is subleasing, licensing has leased or otherwise granting granted to any person any Person the right to use or occupy a Company such Owned Real Property or any portion thereof and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a Company party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.14(b) sets forth the address of each Leased Real Property. The Company has delivered to the Investor a true and complete copy of each Lease listed on Schedule 3.12(a)(i). (c) The Real Property comprises all of the material real property used, or currently proposed to be used in, and all real property necessary for, the business and operations of the Company and its Subsidiaries. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and its Subsidiaries (normal wear and tear excepted). There are no facts or conditions affecting any of the Improvements which could, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company and its Subsidiaries. (e) The Company or one of its Subsidiaries has good and valid title to, a valid license to use, or a valid leasehold interest in, free and clear of all Liens (other than Permitted Liens), the tangible personal property material to the business of the Company and its Subsidiaries, except for tangible personal property disposed of in the Ordinary Course of Business. The tangible personal property of the Company and its Subsidiaries, taken as a whole, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is suitable in all material respects for the purposes for which it is presently used or currently proposed to be used. (f) The assets, property and rights (whether real or personal, tangible or intangible) owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, constitute all of the material assets, properties and rights owned, leased or legitimately held for use in connection with the business of the Company and its Subsidiaries and are sufficient for the continued conduct of such business as currently conducted.

Property. With respect to (i) Section 3.01(p)(i) of the real property owned by Company Disclosure Letter contains a correct and complete list of all Contracts (each, a “Company Real Property Lease”) under which the Company or any Subsidiary of thereof is the Company (the “Company Owned Real Property”)tenant, either the Company subtenant or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding occupant with respect to any Company Owned Real Propertymaterial real property leased, andsubleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which occupancy arrangements) by the Company or any of its Subsidiaries uses or occupies or has (collectively, including the right to use or occupy any real property (such property subject to a lease, sublease or other agreementimprovements thereon, the “Company Leased Real Property” ”). The Company has made available to Parent a true and such leasescomplete copy of each Company Real Property Lease (including all exhibits, subleases schedules, amendments and extensions thereto). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (A) each Company Real Property Lease is valid, binding and enforceable against the Company or the Subsidiary of the Company party thereto, and, to the Knowledge of the Company, each other agreements areparty thereto, (B) there is no uncured default of any provision of any Company Real Property Lease 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 reasonably be expected to constitute a default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company, by any other party thereto and (C) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Company Leased Real Property has not been disturbed, and, to the Knowledge of the Company, there are no disputes with respect to the corresponding Company Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Company Real Property Lease or any material interest therein nor has the Company or any of its Subsidiaries subleased, licensed or otherwise granted any Person (other than another Subsidiary of the Company) a material right to use or occupy any Company Leased Real Property or any material portion thereof. (ii) The Company or one of its Subsidiaries has good and valid fee simple title to all material real property currently owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property” and, with the Company Leased Real Property, collectively the “Company Real Property”). The fee simple or leasehold (as applicable) title held by the Company or its Subsidiaries to the Company Real Property Leases”), in each case, is free and clear of all Liens (other than any Permitted Liens), except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 3.01(p)(ii) of the Company Disclosure Letter contains a true and complete list by address and legal description of the Company Owned Real Property. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each (A) the buildings, structures, fixtures and improvements located on the Company Owned Real Property, taken as a whole, are adequately maintained and are in good operating condition and repair for the requirements of the business of the Company and its Subsidiaries as currently conducted, ordinary wear and tear and deferred maintenance excepted, (B) to the Knowledge of the Company, there are no pending or threatened condemnation Proceedings against the Company Real Property, (C) to the Knowledge of the Company, there are no material latent defects or material adverse physical conditions affecting the Company Real Property Lease or any of the facilities, buildings, component parts or other constructions, structures, erections, improvements, fixtures and fixed assets of a permanent nature annexed, affixed or attached to, or located on the Company Real Property. The Company has provided to Parent true and correct copies of all title reports and title policies (a) is a valid including all exception documents referenced therein), zoning reports, appraisals, surveys and binding obligation engineering reports in the possession or control of the Company or any of its Subsidiaries regarding the Subsidiary Company Owned Real Property. There are no outstanding options, rights of first offer, rights of refusal or similar preemptive rights granted to third parties to purchase or lease any of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Owned Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of timeProperty, or both, would constitute a breach any portion thereof or default under any such Company Real Property Lease. interest therein. (iii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither (A) each of the Company nor any of and its Subsidiaries is subleasinghas title to, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyvalid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of any Liens, except for Permitted Liens and (B) such personal property is, to the Knowledge of the Company, in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted.

Property. With respect to (a) The Target Companies do not own and in the past five (5) years have not owned any real property. (b) Schedule 3.09(b)(i) of the Seller Disclosure Schedules contains a true and complete list of all real property owned currently leased, subleased, licensed, sublicensed or otherwise used or occupied by the Company or any Subsidiary of the Company Target Companies (the “Company Owned Leased Real Property”), either the Company or a Subsidiary . As of the Company has Agreement Date, the Target Companies have good and valid title to such Company Owned leasehold interests in the Leased Real Property, Property free and clear of all Liens other than any Permitted Liens. Neither All leases, subleases, licenses, sublicenses and other occupancy agreements for the Company nor Leased Real Property (together with any Subsidiary amendments, supplements or other material modifications and guarantees thereof, the “Real Property Leases”) are in full force and effect, and enforceable against the applicable Target Company, subject to proper authorization and execution of such Real Property Lease by the Company has received notice other party and except, in each case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors’ rights generally, or by general equitable principles (regardless of any pending condemnation whether such enforceability is considered in a proceeding with respect to any Company Owned Real Propertyin equity or at law). No Target Company, and, and to the knowledge of the CompanySeller, no such proceeding counterparty is threatened. Either in default under any Real Property Leases except for defaults that have not been, and would not reasonably be expected to be, material to the Company Target Companies, taken as a whole, and to the knowledge of Seller there exists no event, occurrence, condition or act which, with the giving of notice or the lapse of time, would become a Subsidiary of the Company has material breach or default by a good and valid leasehold interest in each lease, sublease and other agreement under which the Target Company or any third party, under any Real Property Lease (or to the knowledge of its Subsidiaries uses Seller, give any Person a right of termination, cancellation, modification or occupies acceleration of the maturity or has performance under any Real Property Lease). To the knowledge of the Seller and except as would not reasonably be expected to be material to the Target Companies, taken as a whole, or as set forth on Schedule 3.09(b)(i) of the Seller Disclosure Schedules, all buildings, fixtures and other improvements thereon, for which a Target Company is responsible, are in reasonable working order and repair in all material respects and are suitable for the purpose for which they are currently used. To the knowledge of Seller, there are no pending or threatened condemnation or similar proceedings related to any Leased Real Property. Except as set forth on Schedule 3.09(b)(ii) of the Seller Disclosure Schedules, there are no subleases, concessions or other contracts granting to any Person other than a Target Company the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyany portion thereof.

Property. With respect (a) A Group Company owns good and marketable title to the real property owned by Company Fee Simple Properties free and clear of all Liens, other than Permitted Liens. To the knowledge of Seller, during the past three (3) years, no Group Company or has received written notice from any Subsidiary third party disputing the Group Companies’ ownership of the Company Fee Simple Properties. (b) A Group Company is the “Company Owned Real Property”), either the Company or a Subsidiary legal holder of the Company has good Mining Leases, and holds a valid title leasehold or subleasehold interest in and to such Company Owned Real Propertythe properties covered thereby pursuant to the terms thereof, free and clear of all Liens Liens, other than any Permitted Liens. Neither The Company Mining Leases are in existence in accordance with the terms thereof and are in good standing with respect to all material obligations thereunder of each Group Company nor party thereto. To the knowledge of Seller, during the past three (3) years, none of the Group Companies have received any Subsidiary written notice or written claim of default, termination or disputes under any of the Mining Leases. (c) A Group Company owns good and marketable title and is the registered holder of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each casePatented Mining Claims, free and clear of all Liens Liens, other than any Permitted Liens. The Company Patented Mining Claims are in existence in accordance with the terms thereof and are in good standing with respect to all obligations required under Applicable Laws. To the knowledge of Seller, except during the past three (3) years, no Group Company has received written notice from any third party disputing the Group Companies’ ownership of the Company Patented Mining Claims. (d) A Group Company is the registered holder of the Company Unpatented Mining Claims for which it is listed as the claimant on Schedule 3.1(12)(d). Subject to the paramount title of the United States in the underlying minerals and the rights of third persons to use the surface of the Company Unpatented Mining Claims pursuant to Applicable Laws, a Group Company owns its possessory interest in the Company Unpatented Mining Claims free and clear of all Liens, other than Permitted Liens. The Company Unpatented Mining Claims are in existence in accordance with the terms thereof and all claim maintenance fees have been paid in a manner required by Applicable Laws in order to maintain the Company Unpatented Mining Claims through the end of the current assessment year. Notwithstanding the foregoing, Seller makes no representation or warranty as to whether (i) any Company Unpatented Mining Claim contains a discovery of valuable minerals; (ii) that any Group Company has not had and maintained pedis possessio rights with respect to any of the Company Unpatented Mining Claims; (iii) as to any Group Company’s use or occupancy of any of the Company Unpatented Mining Claims; or (iv) as to whether the lands on which any of the millsites comprising a portion of the Company Unpatented Mining Claims are located are non-mineral in character. (e) The Company Properties comprise all of the interests in real property, mining rights or mineral claims owned or leased by the Group Companies which, collectively, comprise the Mine. (f) There are no Residual Property Rights which would entitle any Person to any rights in the Company Properties, other than for such Residual Property Rights as would not reasonably be expected to havematerially impair the value, individually use, or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation operation of the Company or Properties. (g) Except for the Subsidiary Contracts disclosed in Schedule 3.1(12)(g) of the Disclosure Letter (the “Company that is Royalty Agreements”), there are no Royalties. Seller has made available for inspection true and complete copies of each Company Royalty Agreement in the Data Room. The applicable Group Company party thereto and, to the knowledge of the Company, of each other party thereto, and is not in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or material default under any Company Royalty Agreement and, except for the Contracts disclosed in Schedule 3.1(12)(g) of the Disclosure Letter, all Royalties which are due and owing by the applicable Group Company under each Company Royalty Agreement to which it is a party have been paid by such Group Company. (h) No written notice has been received from any Governmental Authority or third party pending against a Group Company Real Property Lease. Except as has not had and would not reasonably be expected with respect to have, individually any planned expropriation or in the aggregate, a condemnation of any Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real PropertyProperties.

Property. With respect (a) Except as would not be material to the real property owned by the Company United and its Subsidiaries, taken as a whole, United or any Subsidiary one of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company its Subsidiaries has good and valid title to such Company all of the property purported to be owned by United or any of its Subsidiaries (the “United Owned Real Property”), free and clear of all Liens other than any except for Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company The United Owned Real Property, together with all real property that United or any Subsidiary, as lessee or sublessee, leases, subleases or occupies that is owned by any third Person (such real property, the “United Leased Real Property” and, to collectively with the knowledge United Owned Real Property, the “United Real Property”) comprise all of the Company, no such proceeding is threatened. Either material real property interests used in the Company or a Subsidiary conduct of the Company has business and operations of United and its Subsidiaries as now conducted. Except as would not be material to United and its Subsidiaries, taken as a good and valid leasehold interest in whole, each lease, sublease or similar contract or agreement, including amendments, extension notices and assignment agreements (each, a “United Real Property Lease”) is valid, binding and in full force and effect in accordance with its terms except insofar as such enforceability may be limited by the Bankruptcy and Equity Exception. United and its Subsidiaries performed, in all material respects, all obligations required under the United Real Property Leases, and there are no material defaults (or events that would become material defaults with the passage of time) under the United Real Property Leases on the part of United or any of its Subsidiaries, or, to the Knowledge of United, on the part of the other agreement party thereto. Except as would not be material to United and its Subsidiaries, taken as a whole, United and its Subsidiaries have valid leasehold interests in, sub-leasehold interests in, or other occupancy rights with respect to, the leased or occupied premises under which the Company United Real Property Leases in effect as of the date hereof. (b) No third party is a party to any contract to purchase, or has a purchase option, right of first refusal, right of first offer or other right to acquire any material United Owned Real Property except as provided by applicable Law. Other than Permitted Liens, none of United or any of its Subsidiaries uses has sold, assigned, transferred, mortgaged, pledged or occupies otherwise encumbered all or any part of its fee interests (with respect to material United Owned Real Property) or its leasehold interests (with respect to material United Leased real Property), nor agreed to do any of the foregoing. United or one of its Subsidiaries owns, leases or otherwise has the right to use or occupy any all real property that is being used to operate the business of United and its Subsidiaries as currently conducted, except as would not be material to United and its Subsidiaries, taken as a whole. United or one of its Subsidiaries has exclusive possession of each parcel of United Real Property except as would not have a United Material Adverse Effect. (c) There are no physical defects at any United Real Property that interfere with or impede the current use by United or its Subsidiaries of such property subject United Real Property in the ordinary course of business that would have a United Material Adverse Effect. (d) Except as would not be material to United and its Subsidiaries, taken as a whole, there are no pending, or, to the Knowledge of United, threatened (i) condemnation or eminent domain proceedings of any part of any United Real Property by any Governmental Entity or (ii) Proceedings for revocation of any certificate of occupancy relating to a leaseUnited Owned Real Property from any Governmental Entity. (e) To the Knowledge of United, sublease (i) there is no existing breach or other agreementdefault by any party under any easements, restrictive covenants or similar obligations or agreements affecting the “Company Leased United Owned Real Property which breach or default has not yet been cured, (ii) neither United nor any of its Subsidiaries have received written notice of any default under any easements, restrictive covenants or similar obligations or agreements affecting the United Owned Real Property which default has not yet been cured, and (iii) there does not exist any condition or event that with the lapse of time or the giving of notice, or both, would constitute such a breach or default under any easements, restrictive covenants or similar obligations or agreements affecting the United Owned Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)except, in each caseof clauses (i) through (iii), free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company United Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. With respect to the (a) The Company does not own and has never owned any real property owned by the Company or any Subsidiary of the Company property. (the “Company Owned Real Property”), either the Company or a Subsidiary of the b) The Company has good and valid marketable title to such Company Owned Real Propertyto, or, in the case of leased or licensed Assets and Properties, marketable leasehold or license interests in, all of its tangible Assets and Properties, used or held for use in its business, free and clear of all Liens other than any Encumbrances, and such properties and assets have been maintained in accordance with the ordinary course of business save for normal wear and tear, except (1) as reflected in the Interim Balance Sheet, (2) liens for Taxes not yet delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves according to Italian GAAP are included in the Interim Balance Sheet, (3) such imperfections of title and Encumbrances that do not detract materially from the value or interfere materially with the present use of the property subject thereto or affected thereby (collectively, “Permitted LiensEncumbrances”). Neither Schedule 2.23(b) of the Company nor any Subsidiary of Disclosure Schedule lists, and the Company has received notice Made Available to Buyer a correct and complete copy of, each real property lease to which the Company is a party. (c) The tangible Assets and Properties owned, leased or licensed by the Company are in good condition and repair in all material respects (subject to normal wear and tear). (d) All interests held by the Company as lessee or licensee of any pending condemnation proceeding real property are free and clear of all Encumbrances, except as set forth in the applicable lease or license to the Company and for Permitted Encumbrances. The Company has enjoyed uninterrupted and undisputed possession of the real properties that have been taken on lease or license by them, and there are no material disputes with respect to any such lease or license. (e) All payments required to be made by the Company Owned Real Property, and, pursuant to the knowledge of the Company, no such proceeding real property that is threatened. Either taken by them on lease or license have been duly paid and the Company or a Subsidiary of the Company has a good and valid leasehold interest is not in each lease, sublease and other agreement under which the Company or material default in performing any of its Subsidiaries uses other obligations under any Contract with respect to such real property. (f) The Company has not sub-leased or occupies sub-licensed, or has otherwise granted to any Person, the right to use or occupy any real property. (g) The Company has no outstanding options or rights of first refusal to purchase any leased real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually portion thereof or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyinterest therein.

Property. With respect (a) Except for WPI Excluded Assets and WIN Excluded Assets and except as set forth in Section 3.10 of the Disclosure Schedule, to the real property owned by extent material to the Company or any Subsidiary Business, each of the Company (the “Company Owned Real Property”)WPI and WIN has and immediately after Closing, either the Company or a Subsidiary of the Company has Buyer will have good and valid title to all property, equipment and other assets reflected on the most recent balance sheet of WPI contained in the WPI Financial Statements or acquired by WPI or WIN after the date of such balance sheet (except for property, equipment and other assets sold since the date of such balance sheet in the ordinary course of business consistent with past practices) (the "Company Owned Real Property"), free and clear of any Lien, except for Permitted Liens. The Sellers and the Acquired Subsidiaries do not own any real property that is used in connection with the Business. Section 3.10(a) of the Disclosure Schedule lists all of the agreements (the "Leases") pursuant to which WPI, WIN and the Acquired Subsidiaries lease, sublease, license or otherwise occupy (whether as landlord, tenant, or other occupancy arrangement) any real property used in connection with the Business as it is presently conducted (the "Leased Property"). WPI, WIN and the Acquired Subsidiaries have and immediately after the Closing, Buyer or the Acquired Subsidiaries, as the case may be, will have, good and valid leasehold estate to the Leased Property, free and clear of all any Liens other than any the Permitted Liens. Neither Each of WPI, WIN and the Company nor any Subsidiary of Acquired Subsidiaries has valid and enforceable leases for the Company has received notice of any pending condemnation proceeding with respect Leased Property and the equipment, furniture and fixtures purported to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreementbe leased by them except for leases, the “Company Leased Real Property” and such leasesfailure of which to have or be enforceable, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Business. Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (aSection 3.10(a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto andDisclosure Schedule, with respect to the knowledge of the Company, of each other party thereto, and is in full force and effectLease, (bi) there is no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no or event has occurred or circumstance exists which, with the giving notice or lapse of notice, the passage of time, time or both, would constitute a breach default on the part of a Seller, Acquired Subsidiary or default under WPI, as the case may be (nor to the Sellers' Knowledge, the other parties thereto), and (ii) WPI or WIN have not received any notice of termination from the other party. (b) There are no pending lawsuits or administrative proceedings concerning the Company Property or Leased Property that, if adversely determined against the Sellers, would have a Material Adverse Effect on the Business, and, to Sellers' Knowledge, no such proceeding or lawsuit is currently threatened. (c) Upon the consummation of the Contribution, the Company Real Property Lease. Except as has not had and would not reasonably be expected to will have, individually or and at the Closing the Buyer will have, acquired good and valid title in the aggregateand to, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyvalid leasehold interest in, the WPI Assets and the WIN Assets.

Property. With respect to (a) Section 3.13(a)(i) of the Company Disclosure Schedules sets forth a true, correct and complete list of all primary addresses for the real property owned by the Company Acquired Companies and constituting a marina asset and for the other real property owned by the Acquired Companies (each owned real property, individually, or any Subsidiary of the Company (collectively, the “Company Owned Real Property”), either the Company or a Subsidiary . Except as set forth on Section 3.13(a)(ii) of the Company has good and valid Disclosure Schedules, the Acquired Companies have fee simple title to such Company Owned Real Property, free and clear of all Liens other than any except for Permitted Liens. Neither the Company nor any Subsidiary . (b) Section 3.13(b)(i) of the Company Disclosure Schedules sets forth a true, correct and complete list of all leases and subleases (including ground leases) as of the date hereof pursuant to which any Acquired Company is a lessee and the property subject thereto constitutes a marina asset and not any property that is merely ancillary thereto (the “Real Property Leases,” and the leasehold interest, “Leased Real Property”) and the primary addresses for each Leased Real Property. Except as set forth on Section 3.13(b)(ii) of the Company Disclosure Schedules, and except as may be limited by the Enforceability Exceptions, the applicable Acquired Company has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties which is leased from a third party, free and clear of all Liens (other than Permitted Liens). Except as set forth on Section 3.13(b)(iii) of the Company Disclosure Schedules, during the Lookback Period, none of the Acquired Companies have received any written notice of, and the Acquired Companies are not otherwise aware of, any material default or event that (with due notice or lapse of time or both) would constitute a material default by any of the Acquired Companies under any Real Property Lease, other than defaults that have been cured or waived in writing. Except for missing exhibits or schedules (or similar items) not in any Acquired Company’s possession, the absence of which would not reasonably be expected to materially adversely affect the financial terms of any such Real Property Lease, and except as set forth on Section 3.13(b)(iv) of the Company Disclosure Schedules, the Company has made available to Parent true, correct and complete copies of each Real Property Lease listed on Section 3.13(b)(i) of the Company Disclosure Schedules, together with all amendments, modifications and supplements thereto, all of which are included in the definition of Real Property Leases. After using commercially reasonable efforts to conduct a diligent search of the Company’s records, copies of the documents listed on Section 3.13(b)(iv) of the Company Disclosure Schedules are not in the Company’s possession, and as of the date hereof, the fact that the Company does not have copies of the documents listed on Section 3.13(b)(iv) of the Company Disclosure Schedules and does not have knowledge (deemed to mean “Company’s Knowledge”) of the specific terms thereof has not caused a material adverse effect on the Acquired Company’s leasehold interest in, or operation of, such Leased Real Property. (c) Section 3.13(c) of the Company Disclosure Schedules sets forth a true, correct and complete list of all leases and subleases (other than those for boat slips and/or boat storage) as of the date hereof pursuant to which any Acquired Company is a lessor (the “Tenant Leases”) and which (i) demises 10,000 rentable square feet or more of space within any buildings or other improvements on any Real Property, and (ii) has an annual fixed rent of at least $100,000 for each year of the term (the “Material Tenant Leases”). Since the Balance Sheet Date, none of the Acquired Companies have received any written notice of, and the Acquired Companies are not otherwise aware of, any material default or event that (with due notice or lapse of time or both) would constitute a material default by any of the Acquired Companies under any Material Tenant Lease, other than defaults that have been cured or waived in writing. Since the Balance Sheet Date, none of the Acquired Companies have received any written notice of any pending condemnation proceeding material default or event that (with respect to due notice or lapse of time or both) would constitute a material default by any Company Owned Real Property, and, to the knowledge of the CompanyAcquired Companies under any Tenant Lease (other than a Material Tenant Lease), no such proceeding is threatenedother than defaults that have been cured or waived in writing. Either the The Company or a Subsidiary has made available to Parent true, correct and complete copies of each Material Tenant Lease listed on Section 3.13(c) of the Company has Disclosure Schedules, together with all material amendments thereto. (d) Section 3.13(d) of the Company Disclosure Schedules sets forth a true, correct and complete list of all leases of tangible assets and other personal property of any of the Acquired Companies as of the date hereof that involved annual payments in excess of $500,000 during the fiscal year ended December 31, 2019 (the “Personal Property Leases”). The Acquired Companies have good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in each lease(or other right to use), sublease all of the material tangible assets and other agreement under which personal property that are necessary for the Company or any Acquired Companies to conduct the business of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, Acquired Companies as it is conducted on the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)date hereof, in each case, free and clear of all Liens (other than any Permitted Liens, ). (e) Except for routine and customary maintenance and repair work at the Real Property and except as contemplated by the Capital Expenditure Plan, no Acquired Company has not had and would not reasonably be expected contracted for the furnishing of any material labor or materials to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company any Real Property Lease which will not be paid for in full prior to the Closing Date. (af) is a valid The representations and binding obligation warranties set forth on Section 3.13(f) of the Company or the Subsidiary of the Company that is party thereto and, Disclosure Schedules relating to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease are true and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or correct in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyall material respects.

Property. With respect to (i) Company or its subsidiary is the registered and/or beneficial owner of the real property owned by the Company or any Subsidiary described in Section (r) of the Company Disclosure Letter (collectively, the “Company "Owned Real Property”)") free and clear of all Liens, either except Permitted Encumbrances. (ii) In respect of the Owned Real Property: Company has received no notice, and has no knowledge, of any intention of any Governmental Entity to expropriate all or any part of the Owned Real Property; there are no leases in respect of the Owned Real Property or any part thereof other than Permitted Encumbrances; no Person has any right of first refusal, option, or other right to acquire the Owned Real Property or any part thereof other than Permitted Encumbrances; to the knowledge of Company, Company is not in default under any of its material obligations arising out of any Permitted Encumbrances beyond any applicable cure periods; all necessary permits and approvals have been obtained from the appropriate Governmental Entity in respect of Company's present use of and operations on the Owned Real Property; Company has no present or future obligation to pay moneys to any Governmental Entity in connection with any on-site or off-site servicing, including off-site roads, services or utilities, save and except obligations which exist by virtue of the Permitted Encumbrances. (iii) Each property currently leased or subleased by Company or its subsidiary from a Subsidiary third party (collectively, the "Leased Properties") is listed in Section (r)(iii) of the Disclosure Letter, identifying the documents under which such leasehold interests are held (collectively, the "Lease Documents"). Company has or its subsidiary, as applicable, holds good and valid title to such Company Owned Real Propertyleasehold interests in the Leased Properties, free and clear of all Liens other than any Permitted LiensEncumbrances. Neither the Company nor any Subsidiary Each of the Lease Documents is valid, binding and in full force and effect as against Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatenedas against the other party thereto. Either To the knowledge of Company, neither Company or a Subsidiary nor any of the Company has a good and valid leasehold interest other parties to the Lease Documents, is in each lease, sublease and other agreement under which the Company breach or any of its Subsidiaries uses violation or occupies or has the right to use or occupy any real property default (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear with or without notice or lapse of all Liens other than time or both) under any Permitted Liensof the Lease Documents which breach, except as violation or default has not had been cured and would not reasonably be expected to havewould, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to havehave a Material Adverse Effect on Company, and Company has not received or given any notice of default under any such agreement which remains uncured which would, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect in respect of Company. (iv) Company has good and valid title to, neither the Company nor any or a valid and enforceable leasehold interest in, all of its Subsidiaries and their respective other material assets and property not listed above in paragraph (r) and Company's ownership of or leasehold interest in any such property is subleasingnot subject to any Liens, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyexcept for Permitted Encumbrances.

Property. With respect to (a) Schedule 3.9(a) sets forth the address of all real property owned including all land owned by the Company or any Subsidiary of the Company its Subsidiaries (together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, the “Company Owned Real Property”), either . With respect to each Owned Real Property: (i) the Company or a Subsidiary of its Subsidiaries (as the Company case may be) has good and valid marketable indefeasible fee simple title to such Company Owned Real Property, free and clear of all Liens Encumbrances, except Permitted Encumbrances; (ii) except as set forth in Schedule 3.9(a), Company or its Subsidiaries has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) other than the right of Parent or Acquisition Sub 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 Permitted Liensportion thereof or interest therein. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect is a party to any Company Owned Real Property, and, agreement or option to purchase any real property or interest therein. (b) Schedule 3.9(b) sets forth the knowledge address of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which all real property leased by the Company or any of its Subsidiaries uses or occupies or has the right (together with all leasehold and subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”), and such leasesa true and complete list of all Leases and Landlord Leases (including all amendments, subleases extensions, renewals, guaranties and other agreements are, collectively, the “Company with respect thereto) for each such Leased Real Property Leases”(including the date and name of the parties to such Lease or Landlord Lease, as the case may be). The Company has made available to Parent a true and complete copy of each such Lease, in each case, free and clear neither the Company nor any of all Liens other than its Subsidiaries is party to any Permitted Liens, except as has not had and oral Lease or oral arrangement that if it were written would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectLandlord Lease. Except as has not had and would not reasonably be expected set forth in Schedule 3.9(b), with respect to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company Leases and Landlord Leases set forth on such schedule: (i) such Lease or the Subsidiary of the Company that Landlord Lease is party thereto andvalid, to the knowledge of the Companybinding, of each other party thereto, enforceable and is in full force and effect, ; (bii) no uncured default on the part Company’s or any Subsidiary’s possession and quiet enjoyment of the Company orLeased Real Property under such Lease has not been disturbed, if applicable, its Subsidiary or, and to the knowledge Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) neither the landlord thereunderCompany nor any Subsidiary is, exists nor to the Knowledge of the Company is any other party to any Lease or Landlord Lease in material breach or Default under any such Lease or Landlord Lease, and to the Knowledge of the Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute a material breach or default Default; (iv) no security deposit or portion thereof deposited with respect to such Lease or Landlord Lease has been applied in respect of a breach or Default under such Lease or Landlord Lease which has not been redeposited in full; (v) neither the Company nor any Subsidiary owes, any brokerage commissions or finder’s fees with respect to any such Lease or Landlord Lease; and (vi) other than pursuant to the Credit Agreement (as amended by the Credit Agreement Amendment) or the Indenture, the Company or any Subsidiary has not collaterally assigned or granted any other security interest in such Lease or Landlord Lease or any interest therein. (c) The Owned Real Property Leaseidentified in Schedule 3.9(a), the Leased Real Property identified in Schedule 3.9(b) and the Improvements (collectively, the “Real Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Company’s business. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned Real Property (the “Improvements”) are sufficient for the operation of the Company’s business. Except as has not had and would not reasonably be expected To the Knowledge of the Company, there are no material structural deficiencies or latent defects affecting any of the Improvements and, to havethe Company’s Knowledge, there are no facts or conditions affecting any of the Improvements which in either case would, individually or in the aggregate, a Company Material Adverse Effect, neither interfere in any material respect with the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property occupancy of the Improvements or a Company Leased Real Propertyany portion thereof in the operation of the Company’s business.

Property. With respect (a) The Company and the Company Subsidiaries, individually or together, own, lease or have the right to use all of their material properties and assets reflected in the Company’s Form 10-Q filed with the SEC for the quarter ended December 31, 2010 or otherwise used by them in connection with the conduct of their businesses, other than any properties or assets that have been sold or otherwise disposed of since the date of the Company Balance Sheet Date in the ordinary course of business consistent with past practice (all such material properties and assets are referred to as the “Assets”). The Company and the Company Subsidiaries each have marketable title to, or in the case of leased or subleased Assets, valid and subsisting leasehold interests in, all of the Assets free and clear of Liens of any nature whatsoever, other than Permitted Encumbrances. (b) Section 3.10(b) of the Company Disclosure Letter identifies all real property and interests in real property owned in fee by the Company or any Company Subsidiary of the Company (the “Company Owned Real Property”), either the . The Company or a Subsidiary of the Company Subsidiary, as applicable, has good good, valid and valid marketable title to such Company the Owned Real Property, free and clear of all Liens any Lien, other than Permitted Encumbrances. There are no outstanding options or rights of first refusal to purchase the Owned Real Property or any Permitted Liensportion of the Owned Real Property or interest therein. Neither To the Company nor any Subsidiary Knowledge of the Company, the major structural elements of the improvements comprising the Owned Real Property, including mechanical, electrical, heating, ventilation, air conditioning or plumbing systems, elevators and parking elements, are sufficient in all material respects to allow the business of the Company has received notice and the Company Subsidiaries, as applicable, to be operated in the ordinary course of business consistent with past practice. (c) Section 3.10(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of the material real property which is leased, subleased or licensed to the Company or any pending condemnation proceeding Company Subsidiary (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”); the lease, sublease or license for such property (each a “Lease”) is valid, legally binding, enforceable and in full force and effect with respect to any the Company Owned Real Propertyor the Company Subsidiary, as applicable, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunderapplicable counterparty thereto, exists under any except as such Company Real Property Lease enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and (c) no event has occurred general principles of equity, regardless of whether considered in a Proceeding in equity or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Leaseat law. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Company Subsidiary is in breach of its Subsidiaries or default under the terms of any Lease (or has taken or failed to take any action which with notice or lapse of time, or both, would constitute a default thereunder). Prior to the date hereof, the Company has provided to Parent true and complete copies of each Lease as in effect on the date of this Agreement. (d) The Real Property is subleasingin material compliance with all applicable zoning Laws and building codes, licensing and the buildings and improvements located on the Real Property are sufficient in all material respects to allow the business of the Company and the Company Subsidiaries, as applicable, to be operated in the ordinary course of business, consistent with past practice.. There are no pending or, to the Knowledge of the Company, threatened Proceedings with respect to or otherwise granting any person any right to use or occupy affecting the Real Property, except as would not have a Company Owned Material Adverse Effect. The Company and the Company Subsidiaries are in material compliance with all applicable health and safety related Laws for the Real Property, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. (e) There is no pending or, to the Knowledge of the Company, threatened condemnation of any part of the Real Property used or a necessary for the conduct of the businesses of the Company Leased Real Propertyor the Company Subsidiaries, as they are currently conducted, by any Governmental Entity or other Person, which condemnation would result in an Company Material Adverse Effect.

Property. With respect to the real property owned by the Company or any Subsidiary (a) All of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary Property is set forth in Section 4.16(a) of the Seller Disclosure Schedules. Each Target Group Company has good and valid title to such Company Owned Real Propertymarketable fee simple title, free and clear of all Liens other than any Liens, to all of its Owned Real Property that is reflected as owned by it on Section 4.16(a) of the Seller Disclosure Schedules, subject only to Permitted Liens. (b) All of the Leased Real Property and all Contracts in respect thereof (the “Project Leases”) are set forth in Section 4.16(b) of the Seller Disclosure Schedules. Each Target Group Company has good and marketable leasehold title to the Leased Real Property (that is subject to a Project Lease), subject only to Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, All Project Leases are free and clear of all Liens (other than any Permitted Liens), except as has not had and would not reasonably be expected to haveare valid, individually or in legally binding, and enforceable against the aggregate, a Target Group Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of Seller, enforceable by the Company, of each other Target Group Company party thereto, in each case in accordance with their terms, except to the extent enforceability may be limited by the Enforceability Exceptions. No Target Group Company, and to the Knowledge of Seller none of the other parties to the Project Leases, is in full force and effect, (b) no uncured default on the part under any of the Company orProject Leases, if applicableand no event has occurred that, its Subsidiary with or without notice or lapse of time, or both would constitute a breach of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under any Project Lease. To the Knowledge of Seller, there are no leases, subleases, licenses or other agreements granting to any Person other than the Target Group Companies any right to the possession, use, occupancy or enjoyment of the Real Property, or any portion thereof. (c) No Condemnation proceedings have commenced against the Real Property, nor has Seller received notice of any Condemnation proceedings, and to the Knowledge of Seller, no such Condemnation proceedings are threatened against the Real Property, and no actions are pending or, to the knowledge Knowledge of Seller, threatened for the relocation of roadways providing access to the Real Property. (d) Seller has not received any written notice of violation from any Governmental Authority or any other party with respect to the Real Property. (e) The Real Property contains all real property rights, including access rights, and all utilities that are required for the operation and maintenance of the CompanyProjects as currently conducted. (f) To Seller’s Knowledge, (i) there are no pending public plans or proposals for changes in road grade, access or other improvements which would materially and adversely affect the operations of any Project, (ii) there is no pending ordinance or other action authorizing improvements, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving cost of notice, the passage of time, or both, which would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually be assessed in whole or in part against the aggregateTarget Group Companies or the Real Property, (iii) the Real Property is free of any material damage or waste, and (iv) the operation of the Real Property by each Target Group Company, or any part thereof, is in compliance with all applicable Laws. No Target Group Company or Real Property is subject to any Material Land Use Restriction. (g) The improvements that comprise each Project have been substantially completed and installed in accordance with the plans and specifications (if any) approved by the Governmental Authority having jurisdiction over the Real Property, and to the extent applicable, permanent Certificates of Occupancy (or their equivalents) have been issued for all such improvements, in each such case except where the failure to so complete and install or to have a Certificate of Occupancy (or its equivalent) would not prevent the applicable Target Group Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right from continuing to use or occupy a Company Owned and operate such improvements for their intended purpose. (h) The improvements that comprise the Projects upon the Real Property or are not located within a Company Leased Real PropertySpecial Flood Hazard Area as shown on National Flood Insurance Program maps.

Property. With respect to the real property 18.1 The Owned Properties comprises all land and buildings owned by the Group Companies. The Leasehold Properties comprises all land and buildings leased by the Group Companies. 18.2 The Group Company concerned has good title, properly and duly registered, to the Owned Properties and valid leasehold interests in the Leasehold Properties purported to be owned or leased by it. 18.3 No person other than a Group Company occupies or uses any Subsidiary of the Company Owned Properties or the Leasehold Properties, or has a right to occupy or use it. 18.4 So far as the Seller is aware, the Owned Properties are not subject to any Encumbrances (the “Company Owned Real Property”), either the Company or a Subsidiary other than Permitted Encumbrances) and no person claims an Encumbrance in respect of the Company has good Owned Properties. 18.5 Any building or other construction which is part of the Owned Properties and valid title to such Company Owned Real Leasehold Properties is, so far as the Seller is aware, in reasonable repair and condition and adequately maintained. 18.6 In the case of Leasehold Property, free and clear of all Liens other than any Permitted Liens. Neither the Group Company nor any Subsidiary of the Company concerned has not received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge breach of the Company, no relevant lease agreement such proceeding is threatened. Either that the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto andwould be entitled to terminate the lease or restrict the rights of such Group Company thereunder in any material respect. 18.7 So far as the Seller is aware, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the any part of the Company ortelecommunications network of Invitel for the provision of basic, if applicablepublic or private, its Subsidiary orlocal or long distance, to voice or data communications services offered by Invitel (the knowledge of the Company“Network”) which is situated on, the landlord thereunderin, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has over property which is not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company an Owned Real Property or a Company Leased Real PropertyLeasehold Property is entitled to be so situated, and Invitel is entitled to adequate access to such part of the Network for the operation and maintenance thereof pursuant to a registered and irrevocable easement, a written right of way or lease or similar agreement (an “Access Agreement”) or by operation of law. 18.8 So far as the Seller is aware: 18.8.1 no Access Agreement may be terminated or withdrawn from by the relevant property owner or other grantor of access unless Invitel materially breaches the terms of such Access Agreement; 18.8.2 no notice of termination of withdrawal of any such Access Agreement has been received by Invitel; and

Property. With respect to the real property owned by the Company or any Subsidiary (a) No member of the Company Group owns or has ever owned any real property. (the “Company Owned Real Property”), either the Company or a Subsidiary b) Each member of the Company Group has good and valid marketable title to such Company Owned Real Propertyto, or, in the case of leased or licensed Assets and Properties, marketable leasehold or license interests in, all of its tangible Assets and Properties, used or held for use in its business, free and clear of all Liens other than any Encumbrances, and such properties and assets have been maintained in accordance with the ordinary course of business save for normal wear and tear, except (1) as reflected in the Interim Balance Sheet, (2) liens for Taxes not yet delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves according to German GAAP, or, in case of Icon Industry Consulting, Inc., US GAAP are included in the Interim Balance Sheet, (3) such imperfections of title and Encumbrances that do not detract materially from the value or interfere materially with the present use of the property subject thereto or affected thereby (collectively, “Permitted LiensEncumbrances”). Neither Schedule 2.23(b) of the Disclosure Schedule lists, and the Company nor has Made Available to Purchaser a correct and complete copy of, each real property lease to which any Subsidiary member of the Company Group is a party. (c) The tangible Assets and Properties owned, leased or licensed by any member of the Company Group are in good condition and repair in all material respects (subject to normal wear and tear). (d) All interests held by any member of the Company Group as lessee or licensee of real property are free and clear of all Encumbrances, except as set forth in the applicable lease or license to the Company Group and for Permitted Encumbrances. Each member of the Company Group has received notice enjoyed uninterrupted and undisputed possession of any pending condemnation proceeding the real properties that have been taken on lease or license by them, and there are no material disputes with respect to any Company Owned Real Property, and, such lease or license. (e) All payments required to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary be made by any member of the Company has a good Group pursuant to the real property that is taken by them on lease or license have been duly paid and valid leasehold interest in each lease, sublease and other agreement under which no member of the Company or Group is in material default in performing any of its Subsidiaries uses their other obligations under any Contract with respect to such real property. (f) No member of the Company Group has sub-leased or occupies sub-licensed, or has otherwise granted to any Person, the right to use or occupy any real property property. (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (ag) is a valid and binding obligation No member of the Company Group has any outstanding options or the Subsidiary rights of the Company that is party thereto and, first refusal to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under purchase any such Company Real Property Lease and (c) no event has occurred leased real property or circumstance exists which, with the giving of notice, the passage of time, any portion thereof or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Propertyinterest therein.

Property. With respect to Section 3.14(a) of the Company Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or any Subsidiary of the Company its Subsidiaries (the “Company Owned Real Property”), either (ii) the Company address or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear airport location of all Liens material leasehold or subleasehold estates, and concessions or other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and such leasescomplete copies of all material instruments, subleases licenses and other agreements areagreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the Company Leased Real Property (each, a “Lease”, and collectively, the “Company Real Property Leases”), in each case, free . Each Lease grants the tenant thereunder the exclusive right to use and clear of all Liens other than any Permitted Liensoccupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. Except The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of Effect on the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or set forth in the aggregate, a Company Material Adverse EffectLeases, neither the Company nor any of its Subsidiaries owns, holds, has granted or is subleasingobligated under any option, licensing right of first offer, right of first refusal or otherwise granting any person any other contractual right to use sell or occupy a dispose of the Company Owned Real Property or a the Company Leased Real PropertyProperty or any portion thereof or interest therein.

Property. With respect (a) The Company does not own any real property. Section 3.17 of the Disclosure Schedule sets forth (whether as lessee or lessor) a list of all leases of real property (such real property, the “Leased Property”) to which the Company is a party or by which it is bound (each a “Material Lease,” and collectively the “Material Leases”). Each Material Lease is valid and binding on the Company and, to the real property owned by Company’s Knowledge, on the other parties thereto and is in full force and effect. The Company or any Subsidiary and, to the Company’s Knowledge, each of the Company (other parties thereto has performed in all respects all obligations required to be performed by it under each Material Lease. To the “Company Owned Real Property”)Company’s Knowledge, either the Company Leased Property complies with all applicable laws and is benefited by those licenses or a Subsidiary permits required to be maintained for the development, or use or occupancy of any portion of the Leased Property, except to the extent such failure to comply would not have a Material Adverse Effect. (b) The Company owns outright, and has good good, valid and valid marketable title to such Company Owned Real Propertyto, all of its assets, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary The assets, Leased Property, Contracts, licenses, permits and other rights of the Company has received notice constitute all of any pending condemnation proceeding with respect to any Company Owned Real the assets, Leased Property, andContracts, to licenses, permits and other rights necessary and sufficient: (i) for the knowledge operation of the Company, no such proceeding is threatened. Either ’s business in substantially the Company or a Subsidiary same manner as customarily conducted over the preceding 12-month period and (ii) for Parent to operate the business of the Company has on a good stand-alone basis after the Closing consistent with past practices. All facilities, buildings, vehicles, equipment, furniture and valid fixtures, leasehold interest in each lease, sublease improvements and other agreement under which material items of real property or tangible personal property leased or used by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property are in good operating condition and repair, subject to a leasenormal wear and tear and routine maintenance, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or are useable in the aggregateregular and ordinary course of business, a Company Material Adverse Effect. Except as has not had are structurally sound and would not reasonably be expected free from latent and patent defects, and conform to haveall applicable laws, individually or in the aggregateordinances, a Company Material Adverse Effectcodes, each Company Real Property Lease (a) is a valid rules and binding obligation of the Company or the Subsidiary of the Company that is party regulations relating thereto and, and to the knowledge construction, use, operation and maintenance thereof. There is no material expenditure presently required in order to maintain such condition or state of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, repair or to the knowledge of the Company, the landlord thereunder, exists under replace any such Company Real Property Lease and (c) no event has occurred tangible assets or circumstance exists whichto repair, with the giving of notice, the passage of time, maintain or both, would constitute a breach or default under replace any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. With respect (a) None of the Company and its Subsidiaries own any real property. (b) The Company has made available to the real property owned by Parent true, correct and complete copies of all material leases and subleases and all modifications, amendments and supplements thereto which the Company or any Subsidiary of the Company its Subsidiaries is a party (collectively, the “Company Owned Real PropertyProperty Leases”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement ) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” ”). Except as would not have a Company Material Adverse Effect, each Real Property Lease constitutes the valid and such leaseslegally binding obligation of the Company or its Subsidiaries, subleases enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and is in full force and effect. Except as would not have a Company Material Adverse Effect, all rent and other agreements aresums and charges payable by the Company or its Subsidiaries as tenants under each Real Property Lease are current, collectivelyand no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Company’s knowledge, the “Company landlord, exists under any Real Property Leases”)Lease, except where such event, condition or default would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each caseparcel of Leased Real Property, free and clear of all Liens Liens, except for Permitted Liens. To the knowledge of the Company, no party to any such Real Property Leases has given written notice to the Company or any of its Subsidiaries of or made a claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder. (c) The Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other than any material properties and assets (excluding Leased Real Property and Intellectual Property), in each case free and clear of all Liens, except for Permitted Liens, except as has where the failure to have such title or interest would not had reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no pending or, to the Company’s knowledge, threatened, condemnation or eminent domain Proceedings that would affect any part of the properties or assets of each of the Company and its Subsidiaries, whether leased or subleased, tangible or intangible, real, personal or mixed, in each case used or held for use in its business, except where such Proceedings would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no material latent defects or material adverse physical conditions affecting any Leased Real Property, and improvements thereon, other than those that do not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. (i) Section 3.1(p) of the Company Disclosure Letter sets forth the address of each Owned Real Property. With respect to the real property owned by each Owned Real Property: (A) the Company or any Subsidiary one of the Company (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has its Subsidiaries will have good and valid marketable fee simple title to such Company Owned Real Property, free and clear of all Liens (other than any Permitted Liens. Neither ) as of the Closing Date, (B) neither the Company or nor any Subsidiary of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (C) other than the right of Parent and Merger Sub 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. (ii) Section 3.1(p) of the Company has received notice Disclosure Letter sets forth a true and complete list of any pending condemnation proceeding with respect all leases and subleases relating to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which real property entered into by the Company or any of its Subsidiaries uses or occupies or has pursuant to which the right to use or occupy any real property annual rent is in excess of $100,000 (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property LeasesLease Documents”), in the street address of each casesuch parcel, free and clear the identity of the lessor, lessee and current occupant of each such property. The Company has provided Parent true and complete copies of all Liens Lease Documents (other than any Permitted Liensimmaterial amendments, except as has not had supplements, notices and would not reasonably be expected similar ancillary documents relating to have, individually or in such Lease Documents). Each Lease Document applicable to property located within the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) United States is a valid and binding obligation of on the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is enforceable and in full force and effecteffect in accordance with its terms, (b) no uncured default on subject to proper authorization and execution of such Lease Document by the part other party thereto and the application of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease Bankruptcy and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property LeaseEquity Exception. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is subleasingin material default or material breach of any such Lease Document, licensing and, to the Company’s Knowledge, no event has occurred which, with notice, lapse of time or otherwise granting both, would constitute a material default or material breach of any person such Lease Document by any of the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise of, any option right of first offer or right of first refusal contained in any such Lease Document, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation other than any renewal or extension in the ordinary course of business. The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Merger and the other transactions contemplated hereby will not, constitute or result in any material breach or violation of, or constitute a material default (or an event which with notice or lapse of time or both would become a material default), prevent assignment or give rise to any right of termination, cancellation, amendment or acceleration of, any Lease Documents. (iii) Except for assets disposed of by the Company or its Subsidiaries in the ordinary course of business since the date of the Latest Balance Sheet or as contemplated by this Agreement, the Company or one of its Subsidiaries owns good title to, or holds pursuant to use valid and enforceable leases of, all of the material tangible personal property shown to be owned or occupy a Company Owned Real Property leased by it on the Latest Balance Sheet or a Company Leased Real Propertyacquired after the date thereof, free and clear of all Liens, other than Permitted Liens.

Property. With respect to the real property owned by the (a) The Company or any Subsidiary of the Company and its Subsidiaries have (the “Company Owned Real Property”), either the Company or a Subsidiary of the Company has i) good and valid title to such Company Owned Real Property, free and clear of all Liens other than any Permitted Liens. Neither real property described in the Company nor any Subsidiary of the Company has received notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which SEC Reports as being owned by the Company or any of its Subsidiaries uses or occupies or has for use in the right to use or occupy any real property Energy Storage Business (such property subject to a “Owned Real Property”) and (ii) legal, binding and valid rights by lease, sublease license or other agreementagreement to use, all leasehold or subleased estates held by or for Energy Storage Business (collectively, the “Company Leased Real Property” and such leasesand, subleases and other agreements are, collectivelytogether with the Owned Real Property, the “Company Real Property LeasesProperty”), ) (in each case, free and clear of all Liens Encumbrances other than any Permitted LiensEncumbrances) necessary to conduct the Energy Storage Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Except All buildings, structures, fixtures and other improvements on the Real Property are in good condition and are in all material respects adequate to operate the Energy Storage Business as currently conducted, except as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Real Property or any portion thereof or interest therein, except as has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries have good and valid title to, or legal, binding and valid rights by lease, license, other agreement or otherwise to use, all tangible personal property (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct the Energy Storage Business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease . (ac) is a valid and binding obligation of To the Company or the Subsidiary of the Company that is party thereto and, to the knowledge Knowledge of the Company, : (i) there are no violations of each other party thereto, and is any Laws affecting the Real Property or planned material changes in full force and effectany Laws that would affect the Real Property, (bii) there are no uncured default on the existing, pending or threatened condemnation proceedings or similar actions relating to any part of the Company or, if applicable, its Subsidiary or, Real Property and (iii) there are no planned or commenced public improvements related to the knowledge Real Property that may result in special assessments against any part of the CompanyReal Property, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except in each case except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is subleasing, licensing or otherwise granting any person any right to use or occupy a Company Owned Real Property or a Company Leased Real Property.

Property. With respect to (a) Neither the Company nor any of its subsidiaries owns or has ever owned any real property. (b) Section 4.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned leased, subleased or otherwise occupied by the Company or any Subsidiary of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Company Owned Leased Real Property”). No Company Leased Real Property is subject to any Lien, either including without limitation, any right to the use or occupancy of any Company Leased Real Property, other than Company Permitted Liens. Each Company Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Company Leased Real Property leased thereunder, and is, with respect to the Company or the applicable subsidiary of the Company, a Subsidiary valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company has good or the applicable subsidiary of the Company, subject to the Bankruptcy and valid title to such Company Owned Real PropertyEquity Exception. As of the date hereof, free and clear of all Liens other than any Permitted Liens. Neither the Company nor any Subsidiary of the Company has not received any written notice of any pending condemnation proceeding with respect to termination or cancellation of or of a breach or default under any Company Owned Real Property, andProperty Lease that remains uncured as of the date of this Agreement nor, to the knowledge of the Company, no such proceeding is threatened. Either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving notice or lapse of notice, the passage of time, time or both, would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any such Company Real Property Lease. Except With respect to the Company Leased Real Property, Section 4.14(b) of the Company Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Company or any of its subsidiaries is, as of the date hereof, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date hereof and are material to the business of the Company and its subsidiaries, taken as a whole (each a “Company Real Property Lease”). The Company has not had heretofore made available to Parent true and would not reasonably be expected complete copies of the Company Real Property Leases. (c) With respect to have, individually or in each of the aggregate, a Company Material Adverse EffectLeased Real Properties, neither the Company nor any of its Subsidiaries is subleasingsubsidiaries has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, licensing expand, renew or otherwise granting any person any right to use or occupy a terminate contained in the Company Owned Real Property Leases. (d) Neither the Company nor any of its subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or a other similar Proceedings that are pending, and the Company has not received written notice threatening any such Proceedings, in each case, affecting any material portion of the Company Leased Real Property. Neither the Company nor any of its subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending Proceeding pertaining to or affecting any material portion of the Company Leased Real Property. As of the date hereof, none of the material improvements located on any parcel of Company Leased Real Property that is material to the business of the Company and its subsidiaries, taken as a whole, has been damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of the Company in the ordinary course. (e) To the knowledge of the Company, there are no conditions or defects, latent or otherwise, to the Company Leased Real Property that would, individually or in the aggregate, reasonably be expected to have a Company Material Effect. (f) None of the Company’s or its subsidiaries’ current use of the Company Leased Real Property violates any restrictive covenant of record that affects any of the Company Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expected to have a Company Material Effect.

Property. With respect Company or one of its Subsidiaries (a) has good and marketable title to all the real property properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by the Company or any Subsidiary one of its Subsidiaries or acquired after the Company date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof)(collectively, with the Owned Properties, the “Real Property”), either the Company or a Subsidiary of the Company has good and valid title to such Company Owned Real Property, free and clear of all Liens other than of any nature whatsoever, except for Permitted Liens. Neither the Company nor any Subsidiary Encumbrances, and is in possession of the Company has received notice of any pending condemnation proceeding with respect properties purported to any Company Owned Real Propertybe leased thereunder, andand each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the knowledge of the Company, no such proceeding is threatenedlessor. Either the Company or a Subsidiary of the Company has a and its Subsidiaries own and have good and valid leasehold interest title to, or have valid rights to use, all material tangible personal property used by them in each lease, sublease and other agreement under which connection with the Company or any conduct of its Subsidiaries uses or occupies or has the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”)their businesses, in each case, free and clear of all Liens Liens, other than any Permitted Liens, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEncumbrances. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Real Property Lease (a) is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the To Company, of each other party thereto, and is in full force and effect, (b) no uncured default on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any such Company Real Property Lease and (c) no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Company Real Property Lease. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect’s knowledge, neither the Company whole nor any portion of its Subsidiaries the Real Property (x) has been damaged in any material respect or destroyed or (y) is subleasing, licensing being condemned or otherwise granting taken by any person public authority, nor has any right to use such condemnation or occupy a Company Owned Real Property or a Company Leased Real Propertytaking been threatened in writing.